S-1

As filed with the Securities and Exchange Commission on August 13, 2009

Registration No. 333-      

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MIRION TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	3829	20-3979555
(State or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code Number)	Identification Number)

3000 Executive Parkway, Suite 222

San Ramon, CA 94583

(925) 543-0800

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Jack A. Pacheco

Vice President and Chief Financial Officer

Mirion Technologies, Inc.

3000 Executive Parkway, Suite 222

San Ramon, CA 94583

(925) 543-0800

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Alan F. Denenberg, Esq.	Tad J. Freese, Esq.
Davis Polk & Wardwell LLP	Latham & Watkins LLP
1600 El Camino Real	140 Scott Drive
Menlo Park, CA 94025	Menlo Park, CA 94025
(650) 752-2000	(650) 328-4600

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

	Proposed Maximum
Title of Each Class	Aggregate Offering		Amount of
of Securities to be Registered	Price(1)(2)		Registration Fee
Common stock, par value $0.001 per share	$	100,000,000	$	5,580

(1)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(2)	Includes shares of common stock which may be purchased by the underwriters to cover over-allotments, if any.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 13, 2009

           Shares

Mirion Technologies, Inc.

Common Stock

This is an initial public offering of shares of common stock of Mirion Technologies, Inc.

We are selling           shares of common stock.

Prior to this offering, there has been no public market for our common stock. We expect the initial public offering price to be between $      and $      per share. We will apply to list our common stock for quotation on the NASDAQ Global Market under the symbol “MION.”

We have granted the underwriters an option to purchase a maximum of          additional shares of common stock. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Investing in our common stock involves risks. See “Risk Factors” on page 9.

		Underwriting
	Price to	Discounts and	Proceeds to
	Public	Commissions	Us
Per Share	$	$	$
Total	$	$	$

Delivery of the shares of common stock in book-entry form only will be made on or about          , 2009.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Credit Suisse BofA Merrill Lynch J.P. Morgan

Robert W. Baird & Co.

The date of this prospectus is          , 2009.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		9
Forward-Looking Statements		29
Use of Proceeds		30
Dividend Policy		31
Capitalization		32
Dilution		34
Selected Consolidated Financial Data		35
Management’s Discussion and Analysis of Financial Condition and Results of Operations		37
Industry		60
Business		65
Management		83
Executive Compensation		86
Principal Stockholders		97
Certain Relationships and Related Party Transactions		99
Description of Capital Stock		101
Shares Eligible for Future Sale		104
Material U.S. Federal Tax Considerations for Non-U.S. Holders of Common Stock		106
Underwriting		108
Legal Matters		115
Experts		115
Where You can Find More Information		115
Index to Financial Statements		F-1
EX-10.1
EX-10.1.1
EX-10.1.2
EX-10.1.3
EX-10.1.4
EX-10.2
EX-10.2.1
EX-10.2.2
EX-10.2.3
EX-10.2.4
EX-10.2.5
EX-10.2.6
EX-10.2.7
EX-10.2.8
EX-10.2.9
EX-10.3
EX-10.3.1
EX-10.3.2
EX-10.3.3
EX-10.3.4
EX-10.3.5
EX-10.3.6
EX-10.3.7
EX-10.3.8
EX-10.3.9
EX-10.3.10
EX-10.3.11
EX-10.4
EX-10.4.1
EX-10.4.2
EX-10.4.3
EX-10.4.4
EX-10.4.5
EX-10.4.6
EX-10.4.7
EX-10.4.8
EX-10.4.9
EX-10.5
EX-10.7
EX-10.11
EX-10.11.1
EX-10.11.2
EX-10.12
EX-10.15
EX-10.16
EX-10.16.1
EX-10.16.2
EX-10.17
EX-10.17.1
EX-10.18
EX-10.18.1
EX-10.19
EX-10.19.1
EX-23.1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us. Neither we nor the underwriters have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

“Mirion Technologies,” “Mirion,” “GDS,” “Global Dosimetry Solutions,” “HandFoot-Fibre,” “Imaging and Sensing Technology,” “IST,” “MGP Instruments,” “MGPI,” “SPIR Ident,” “Synodys,” “TwoStep-Exit” and any corresponding logos, are our common law and registered trademarks. Solely for convenience, we refer to our trademarks in this prospectus without the ^tm and ^® symbols, but such references are not intended to indicate that we will not assert our rights to our trademarks. Other service marks, trademarks and trade names referred to in this prospectus are the property of their owners.

References to “fiscal” before any year refer to our fiscal year ending on June 30th of the year referenced.

Dealer Prospectus Delivery Obligation

Until and including          , 2009 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriter and with respect to unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

This summary highlights the more detailed information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our common stock. You should read the entire prospectus, including the risk factors, the consolidated financial statements and the related notes, and the other documents to which this prospectus refers, carefully before making an investment decision. In this prospectus, “Mirion,” the “Company,” “we,” “us” or “our” refer to Mirion Technologies, Inc. and its subsidiaries, except where the context makes clear that the reference is only to Mirion Technologies, Inc. and is not inclusive of its subsidiaries.

Our Company

We are a leading global provider of radiation detection, measurement, analysis and monitoring products and services to the nuclear, defense and medical end markets. Our customers rely on our solutions to protect people, property and the environment from nuclear and radiological hazards. Our products and services include: dosimeters; contamination & clearance monitors; detection & identification instruments; radiation monitoring systems; electrical penetrations; reactor instrumentation & control equipment and systems; dosimetry services; imaging systems; and related accessories, software and services. Many of our end markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. We believe these industry dynamics create substantial barriers to entry, thereby reinforcing our leading market position. We have leveraged the strength of our nuclear platform to expand the commercial applications of our technologies to defense and medical end markets. The diversity of our end markets and the global nature of our customer base are illustrated in the charts below:

Fiscal 2008 Revenue by End Markets	Fiscal 2008 Revenue by Geography
Fiscal 2008 Revenue: $189.9 Million

For more than 50 years, we have delivered products and services that help ensure the safe and efficient operation of nuclear facilities. We believe the breadth and proven performance of our solutions support our longstanding strategic customer relationships across diverse end markets. Our products and services have been sold directly and indirectly to a variety of end-use customers including, but not limited to, all of the U.S. nuclear power producers, 387 of the global installed base of 436 active nuclear power reactors, many of the leading reactor design firms, 17 of the 28 NATO militaries, numerous international government and supranational agencies, as well as medical service providers and industrial companies worldwide.

Our broad product and services portfolio of radiation detection, measurement, analysis and monitoring solutions is supported by 159 scientists, engineers and technicians, who represented approximately 19% of our workforce as of June 30, 2009. We possess numerous product qualifications, trade secrets and patents that support our market position and our ability to deliver next generation products and services. In addition, we maintain design, manufacturing and sales capabilities across seven countries, enabling us to capitalize on growth opportunities, including the anticipated increase in demand for nuclear power and ongoing spending for defense and homeland security.

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Our financial performance is driven by the replacement of products and the recurring provision of services into our core end markets, as well as the construction of new nuclear power plants, or NPPs, globally. Many of our products are ordered well in advance of the anticipated shipment date, providing visibility into future revenue through our backlog and deferred revenue, which totaled $187.5 million and $44.1 million as of March 31, 2009. We generated revenue of $189.9 million, Adjusted EBITDA of $32.3 million and a net loss of $14.0 million for fiscal 2008. See page 8 for a definition and reconciliation of Adjusted EBITDA to net loss.

Our Market Opportunities

We sell our radiation detection, measurement, analysis and monitoring products and services into the global nuclear, defense and medical end markets. We believe that our end markets are characterized by strong fundamentals that support a robust revenue base and provide numerous growth opportunities.

Nuclear

The nuclear end market spans the entire nuclear fuel cycle, including mining, enrichment, fuel manufacturing, nuclear power generation, waste management and fuel reprocessing. Key nuclear installations include mines, fuel fabrication facilities, commercial nuclear power reactors, reprocessing facilities, research facilities, military facilities and ships, weapons facilities and waste storage facilities. We sell products and services for use in each of these types of installations, with commercial nuclear power reactors representing the majority of our sales into the nuclear end market.

Opportunity to serve a large installed base.  As of March 31, 2009, our products were installed at 88% of active nuclear power reactors globally, including all of those in the United States. The existing global installed base of nuclear reactors, which has an average age of 25 years, requires frequent product replacements and upgrades over an operating life cycle which generally ranges from 40 to 60 years. We believe that the global installed base of nuclear reactors presents an opportunity both for replacements and upgrades of our own products as well as those of legacy suppliers that no longer service the nuclear industry. As reactors reach the end of their useful lives, the onset of a multi-year “decommissioning” process represents a further revenue opportunity in the reactor life cycle for our products.

New build opportunity.  We expect the increase in the installed base of nuclear reactors worldwide to provide opportunities across our offerings. The nuclear industry is experiencing robust growth in activity related to new reactor build. As of May 2009, there were 45 reactors under construction, 112 planned and 276 proposed for future development, according to the World Nuclear Association, or WNA. The first phase of this “nuclear renaissance” is occurring internationally and our global footprint positions us to capitalize on these opportunities. Since the early stages of reactor development generally represent more than 20% of our revenue opportunity over the life cycle of a reactor, we are positioned to benefit from increased global reactor construction. There is also support to build new nuclear power reactors in the United States, including federal government incentives, the need to meet long-term energy demand with reduced CO₂ emissions and an increased focus on energy self-sufficiency. In addition, as new plants are added to the global nuclear fleet, we believe our recurring revenue opportunity associated with replacements, spares, software, services and system upgrades should continue to increase.

Defense

Our global defense end market is driven by a combination of military, civil defense and event-driven security spending. Global security threats have reached unprecedented levels, driven by an unstable geopolitical climate, the emergence and expansion of terrorist organizations and the proliferation of radiological and nuclear technologies. Taken together, these threats have the potential to cause significant human casualties and economic loss. As a result, military, civil defense and other security organizations have bolstered investment in the prevention and detection of radiological threats, as well as in technologies capable of detecting and monitoring radiation levels in the aftermath of radiological attacks.

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Medical

The use of radiodiagnostic and radiotherapeutic procedures is expanding globally due to aging population demographics, technological advancements and emerging middle classes in China and India. The increase in the use of such procedures is providing us with opportunities to grow our sales into the medical practitioner market. In addition, in some regions outside the United States, dosimetry services for health care practitioners historically have been provided by government agencies. However, we believe that the trend to outsource dosimetry services to private providers is accelerating due to favorable cost dynamics, providing an opportunity to leverage our technical expertise and service experience.

Our Competitive Strengths

Trusted radiation detection, measurement, analysis and monitoring provider.  The nuclear industry is highly regulated and requires compliance with strict product specifications. Our track record in the nuclear end market enables us to gain new market share across our product and service offerings. We have served the radiation detection, measurement, analysis and monitoring needs of our customers for over 50 years, having developed trusted, recognized brands supported by our tradition of technical excellence, product reliability and customer service. In addition, we have leveraged our detection expertise to commercialize applications for the defense and medical end markets.

Broad and complementary product and service portfolio.  We are one of the only companies that offers radiation detection, measurement, analysis and monitoring products and services to satisfy customer requirements throughout the NPP life cycle. Our comprehensive product line supports virtually all radiation detection and monitoring needs associated with the nuclear, defense and medical end markets. As a result, we believe that we have consistently gained market share as some of our key customers rationalize their supply chain.

Large installed base drives recurring revenue.  We possess longstanding customer relationships in all of our end markets. As of March 31, 2009, our products were installed at 387 of the 436 active nuclear power reactors globally, which have an average age of 25 years. This installed base drives recurring revenue through replacement and service cycles associated with our offerings and the typical 40 to 60 year operating life cycle of an NPP. The length and quality of supplier relationships are important customer buying criteria due to high switching costs and the importance of proven product reliability. In addition, we maintain relationships with global military and government organizations that value operating longevity and technological expertise. For example, our products have been sold to 17 of the 28 NATO militaries as well as the U.S. Departments of Energy, State, Defense and Homeland Security.

Technical leadership creates high barriers to entry.  Across our end markets, we design products to meet demanding customer specifications, qualifications and regulatory requirements. In many circumstances, we design our products to be compatible with highly complex facilities and operate effectively in harsh environments. Reliability is critical for our safety-related products since a product failure may cause an unplanned nuclear power reactor shutdown resulting in costs that may exceed $1.0 million per day.

Global footprint designed to meet local customer needs.  Our global footprint, augmented by our established network of suppliers and distributors, enables us to be responsive to our customers and provide locally customized solutions. We operate facilities in seven countries, accommodating the desire of certain of our customers to procure products and services from local providers. Sales outside of the United States and Canada accounted for 63.8% of total revenue for fiscal 2008. We believe that our established global infrastructure provides a scalable platform to meet the growing worldwide demand for our products and services.

Seasoned management team complemented by highly skilled engineers.  We are led by an experienced management team with a mix of private sector and government experience across different industries and functions. Our five divisional presidents have an average tenure of over 20 years in the nuclear industry. Our management team has successfully integrated the legacy businesses of which we are comprised, and has

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positioned us as a global leader in radiation detection, measurement, analysis and monitoring. Our senior management team is complemented by a team of 159 scientists, engineers and technicians.

Our Strategy

Our objective is to continue enhancing our position as a leading provider of radiation detection, measurement, analysis and monitoring products and services for the global nuclear, defense and medical end markets. We intend to achieve this through the following strategies:

Exploit under-penetrated market opportunities.  We believe that we can exploit historically under-penetrated segments of our end markets by leveraging our leadership positions across our major product categories. For example, we have leveraged our market-leading position in active dosimetry in the North American nuclear market to increase sales of our contamination & clearance monitors within the region, as evidenced by the sale of over 100 whole body contamination monitors to Bruce Power L.P., a large Canadian nuclear power generating company.

Expand addressable market.  We believe that substantial opportunities exist for us to expand our addressable market by marketing our products and services to customers in new geographic regions; providing products and services to customers moving to an outsource model; entering markets where the government is privatizing services; and introducing new applications for existing technologies.

•  Geographic expansion.  Although we sold products and services to customers in over 60 countries between fiscal 2006 and 2008, there remain international markets where we believe we can increase our presence. One such market is India, where we intend to leverage our relationships with leading reactor design firms to capitalize on the opening of the nuclear end market to U.S. firms due to a recent treaty ratification. Other markets for expansion include the Middle East, Eastern Europe and the former Soviet Union, where we intend to increase our presence by leveraging relationships with local partners.

•  Customer outsourcing.  We believe we will continue to capitalize on customer outsourcing within the nuclear end market. Within the United States, several NPP operators have recently outsourced their dosimetry services in order to reduce costs. We have been able to benefit from economies of scale as well as advantages in materials procurement and processing technology to provide enhanced dosimetry services to many of these NPPs at a lower cost.

•  Service privatization.  In some regions outside the United States, dosimetry services have historically been provided by government agencies. However, privatization of dosimetry services is accelerating in some regions, such as Europe, as providers seek to reduce costs and benefit from enhanced service offerings, providing an opportunity to leverage our expertise and North American service experience.

•  New applications for existing technologies.  A portion of our development effort is focused on adapting existing technologies to alternative applications. For example, in response to market demand, we adapted our proprietary fiber-optic detector technology used in our TwoStep-Exit whole body monitor designed for the nuclear end market to create the HandFoot-Fibre hand and foot monitor designed for both the nuclear and medical end markets.

Develop new products and services.  We believe that significant near-term opportunities exist for us to develop new products and services by capitalizing on our understanding of our customers’ needs and requirements. For example, we developed our proprietary fiber-optic technology that is used in certain of our contamination & clearance monitors through consultation with existing customers. This technology is attractive to customers because, unlike conventional contamination & clearance monitors, its detection functionality does not require a gas supply, thus reducing maintenance and total life cycle costs for end users.

Continuously improve our cost structure and productivity.  As we continue to grow our business, we have implemented a coordinated program of ongoing operating improvements, such as rationalizing costs, optimizing our product portfolio, minimizing working capital requirements, as well as reducing the use of subcontractors, that we believe will permit us to improve our operating margins. We will continue to actively pursue other continuous improvement initiatives across all of our operating segments.

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Pursue strategic acquisitions.  We have successfully integrated acquisitions to augment our organic growth. We were formed by the merger of Global Dosimetry Solutions, Inc., or GDS, Imaging and Sensing Technology Corporation, or IST, and Synodys S.A., or Synodys, each of which was a leader in its field. Since our formation, we have effectively integrated these businesses, creating a global leader in radiation detection, measurement, analysis and monitoring. We intend to further complement our organic growth with selective acquisitions that enhance our existing products and services, strengthen our position with existing customers and enable us to expand into new markets.

Our Principal Investor

Upon completion of this offering, American Capital, Ltd. (together with American Capital Equity I, LLC and American Capital Equity II, LP, “ACAS”) will beneficially own approximately     % of our outstanding common stock, or approximately     % if the underwriters exercise in full their over-allotment option to purchase additional shares of common stock. We are party to a number of agreements with ACAS and its affiliates. These agreements are described in the sections of this prospectus captioned, “Risk Factors—Risks Related to this Offering and Our Common Stock,” “Use of Proceeds,” “Certain Relationships and Related Party Transactions” and “Principal and Selling Stockholders.”

ACAS is a publicly traded private equity firm and global asset manager, with $11 billion in capital resources under management as of June 30, 2009.

Risk Factors

Our business is subject to many risks and uncertainties, including those highlighted in the section of this prospectus entitled “Risk Factors” beginning on page 9.

Company Information

We incorporated in Delaware in October 2005 as Global Monitoring Services, Inc., and changed our name in January 2006 to Mirion Technologies, Inc. Our principal executive offices are located at 3000 Executive Parkway, Suite 222, San Ramon, California 94583, and our telephone number is (925) 543-0800. Our website is www.mirion.com. The information that appears on our website is not part of, and is not incorporated into, this prospectus.

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The Offering

Common stock offered by us	shares
Common stock to be outstanding after this offering	shares
Over-allotment option	We have granted the underwriters a 30-day option to purchase from us up to an additional           shares of our common stock to cover over-allotments.
Dividend policy	We do not anticipate paying any dividends on our common stock in the foreseeable future. See “Dividend Policy.”
Risk factors	Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus for a discussion of factors you should carefully consider before investing in our common stock.
Use of proceeds	We estimate that the net proceeds from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $      million, assuming the shares are offered at $      per share, the midpoint of the price range set forth on the cover page of this prospectus. We intend to use $      million of the net proceeds from the shares that we sell in this offering to repay borrowings from ACAS and its affiliates. We also intend to use net proceeds from this offering to make a one-time payment of $8.0 million to American Capital Financial Services, Inc., or ACFS, a subsidiary of ACAS, to terminate an investment banking services agreement between us and ACFS. We will use the balance of the net proceeds for working capital and general corporate purposes. See “Use of Proceeds.”
Proposed NASDAQ symbol	MION

The number of shares of common stock to be outstanding after this offering is based on 1,197,094 shares outstanding as of June 30, 2009 and excludes:

•  113,788 shares subject to outstanding options as of June 30, 2009 at a weighted average exercise price of $122.84 per share;

•  4,902 additional shares reserved for issuance under our existing stock option plan, all of which are expected to be granted to our employees, including our executive officers, immediately following the pricing of this offering at an exercise price equal to the initial public offering price;

•             shares to be reserved for issuance under our amended and restated stock plan to become effective upon the pricing of this offering; and

•  402,428 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $0.00152 per share.

Except as otherwise indicated, all information in this prospectus assumes that:

•  a          -for-           split of our common stock will occur prior to the consummation of this offering;

•  all of the outstanding shares of our convertible preferred stock will be converted into shares of our common stock;

•  all of the outstanding shares of our Class A Voting Common Stock and Class B Non-Voting Common Stock will be converted into shares of our common stock;

•  we will file our amended and restated Certificate of Incorporation prior to the consummation of this offering;

•  the underwriters will not exercise their over-allotment option; and

•  warrants to purchase           shares of our common stock at a weighted average exercise price of $      per share will remain outstanding after the consummation of this offering.

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Summary Consolidated Financial Data

The following table summarizes the consolidated financial data for our business. You should read this summary consolidated financial data in conjunction with the sections titled “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, all included elsewhere in this prospectus. The summary financial data in this section is not intended to replace the consolidated financial statements and related notes included in this prospectus. The summary consolidated statements of operations data for each of the three fiscal years ending June 30, 2006, 2007 and 2008 are derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The consolidated statements of operations data for the nine months ended March 31, 2008 and 2009 and the consolidated balance sheet data at March 31, 2009 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that should be expected in the future, and results for the nine months ended March 31, 2009 are not necessarily indicative of results to be expected for the full year. The amounts below are in thousands, except percentages and per share data.

	Year Ended June 30,									Nine Months Ended March 31,
	$2006			2007			2008			2008			2009
Consolidated Statements of Operations Data:
Revenue		147,148		$	175,361		$	189,933		$	142,013		$	143,541
Cost of revenue		79,452			97,222			102,871			76,774			79,226
Gross profit		67,696			78,139			87,062			65,239			64,315
% of revenue		46.0	%		44.6	%		45.8	%		45.9	%		44.8	%
Operating expenses
Selling, general and administrative expenses		68,174			59,792			63,008			45,889			48,933
Research and development expenses		9,726			11,875			14,865			11,134			9,051
Total operating expenses		77,900			71,667			77,873			57,023			57,984
(Loss) income from operations		(10,204	)		6,472			9,189			8,216			6,331
Interest expense, net		(20,613	)		(19,068	)		(20,290	)		(14,495	)		(13,752	)
Other income, net		4,964			786			1,650			1,203			671
Loss before provision for income taxes		(25,853	)		(11,810	)		(9,451	)		(5,076	)		(6,750	)
Provision for income taxes		1,585			6,050			4,546			3,729			1,432
Net loss	$	(27,438	)	$	(17,860	)	$	(13,997	)	$	(8,805	)	$	(8,182	)
Paid-in-kind preferred dividends		(7,080	)		(8,141	)		(8,993	)		(6,674	)		(7,333	)
Net loss attributable to common stockholders	$	(34,518	)	$	(26,001	)	$	(22,990	)	$	(15,479	)	$	(15,515	)

	As of March 31, 2009
				Pro Forma
	Actual			as Adjusted(1)
Consolidated Balance Sheet Data:
Cash and cash equivalents(2)	$	12,260
Total assets		308,611
Notes payable to ACAS(3)		179,209
Total stockholders’ equity (deficit)		(28,195	)

	Year Ended June 30,						Nine Months Ended March 31,
	2006		2007		2008		2008		2009
Other Data:
Adjusted EBITDA(4)	$	16,347	$	32,045	$	32,304	$	25,377	$	23,272
Amortization of intangible assets		12,802		12,215		10,076		7,616		6,030
Capital expenditures		4,824		3,897		5,142		3,660		3,764

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	As of June 30,						As of March 31,
	2006		2007		2008		2009
Backlog(5)	$	107,464	$	143,887	$	177,956	$	187,467
Deferred revenue		39,848		30,567		38,988		44,059

(1)	On a pro forma as adjusted basis to give effect to the conversion of all shares of our outstanding convertible preferred stock into shares of our common stock, the conversion of all outstanding shares of our Class A Voting Common Stock and Class B Non-Voting Common Stock into shares of our common stock, the sale of          shares of our common stock in this offering by us at an assumed initial public offering price of $      per share (the midpoint of the range set forth on the cover page of this prospectus), the repayment and refinancing of our indebtedness and the application of the estimated net proceeds to be received by us as described in “Use of Proceeds,” after deducting underwriting discounts and estimated offering expenses.
(2)	As of March 31, 2009, we also had $5.8 million of restricted cash.
(3)	In addition, as of March 31, 2009, we had $5.9 million of outstanding debt held by third parties not affiliated with ACAS.
(4)	We include Adjusted EBITDA in this prospectus because (i) it is a basis upon which our management assesses our operating performance, (ii) it is a factor in the evaluation of the performance of our management in determining compensation and (iii) certain maintenance covenants under our debt agreements are tied to ratios based upon Adjusted EBITDA, as defined. Adjusted EBITDA is calculated as net income (loss) less extraordinary gains (loss) and interest income, plus interest expense, charges against income for taxes, depreciation expense, amortization expense, mark to market (loss) gain, non-recurring charges, management fees paid to ACFS and all non-cash compensation expenses (in accordance with the definitions in our credit facilities with ACAS). Adjusted EBITDA is not a measure of financial performance calculated in accordance with U.S. GAAP, and should be viewed as a supplement to—not a substitute for—our results of operations presented on the basis of U.S. GAAP. Adjusted EBITDA also does not purport to represent cash flow provided by, or used in, operating activities in accordance with U.S. GAAP and should not be used as a measure of liquidity. Our statements of cash flows, included elsewhere in this prospectus, present our cash flow activity in accordance with U.S. GAAP. Furthermore, Adjusted EBITDA is not necessarily comparable to similarly titled measures reported by other companies.
(5)	Represents purchase orders or contracts received by us that have not been shipped. Amounts representing backlog are not recorded in our financial statements.

The following is a reconciliation of net loss to Adjusted EBITDA:

										Nine Months Ended
	Year Ended June 30,									March 31,
	2006			2007			2008			2008			2009
Net loss	$	(27,438	)	$	(17,860	)	$	(13,997	)	$	(8,805	)	$	(8,182	)
Interest expense, net		20,613			19,068			20,290			14,495			13,752
Income tax expense		1,585			6,050			4,546			3,729			1,432
Depreciation		3,531			4,072			4,022			2,760			3,277
Amortization(a)		12,802			12,215			10,076			7,616			6,030
ACFS fees		2,085			1,625			1,625			1,219			1,219
Stock option compensation		1,356			244			275			162			908
Mark to market (loss) gain(b)		(6,900	)		(14	)		9			—			80
Extinguishment of debt		1,884			—			—			—			—
Other non-recurring charges(c)		6,829			6,645			5,458			4,201			4,756
Adjusted EBITDA	$	16,347		$	32,045		$	32,304		$	25,377		$	23,272

(a)	Represents the non-cash amortization of intangible assets, such as customer relationships, backlog, qualification, enterprise software, technology, territorial rights, trade names and noncompete agreements. We have included portions of this non-cash amortization expense in cost of revenue, research and development expenses and selling, general and administrative expenses.
(b)	Certain equity instruments of GDS, IST and Synodys were recorded as liabilities, as the instruments were mandatorily redeemable or puttable at the option of the holder. These equity instruments are treated as debt instruments and are required to be valued each year. All of these instruments were exchanged for new Mirion equity during our formation in 2006. Mirion equity is treated as permanent equity. The resulting gain or loss is reflected in the income statement in 2006. Changes in the value of various derivative instruments are also revalued each period and their resultant gain or loss is reflected here.
(c)	Represents non-recurring expenses, including severance expenses, costs of discontinued operations and costs associated with the preparation for our initial public offering, as well as certain professional and legal expenses.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information contained in this prospectus, before deciding whether to purchase our common stock. If any of the following risks occurs, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business

Our sales cycle can be long and unpredictable, and we may be unable to recognize revenue until many months or years after an order is placed. As a result, our revenue can be difficult to predict and may vary substantially from quarter to quarter, which may cause our operating results to fluctuate.

Our sales efforts for many of our products involve substantial discussion with customers regarding product customization and deployment. This process can be extremely lengthy and time consuming and typically involves a significant product evaluation process. The typical sales cycle for products whose procurement relates to the construction of new, or the refurbishment of existing, NPPs ranges from 12 to 36 months and has, in some cases, extended up to 60 months. In addition, these customers generally make a significant commitment of resources to test and evaluate our products prior to purchase. As a result, our sales process is often subject to delays associated with the lengthy approval processes that typically accompany the design, testing and adoption of new, technologically complex products. This results in our investing significant resources prior to orders being placed for our products, with no assurances that we will secure a sale.

In addition, a significant amount of time can pass before we recognize the revenue associated with an order once it has been placed. We may not recognize revenue for sales of certain of our products until the customer certifies the successful installation and operation of the product, which can be many months or, particularly with regard to our Sensing Systems and Radiation Monitoring Systems products, years following the receipt of a customer order. The installation of our systems are also subject to construction or scheduled outage delays unrelated to our products, which can further defer the recognition of revenue.

Our long and uncertain sales cycle and the unpredictable period of time between the placement of an order and our ability to recognize the revenue associated with the order makes revenue predictions difficult, particularly on a quarterly basis, and can cause our operating results to fluctuate significantly.

Our financial performance is unpredictable.

Our business depends on the demand for our radiation detection, measurement, analysis and monitoring products and services in the nuclear, defense and medical end markets. In the past, the demand for our products in these markets has fluctuated due to a variety of factors, many of which are beyond our control. This has caused our financial performance to fluctuate. Among the factors affecting our performance are:

•  general economic conditions, both domestically and internationally;

•  the timing, number and size of orders from, and shipments to, our customers, as well as the relative mix of those orders;

•  the timing of revenue recognition, which often requires customer acceptance of the delivered product;

•  delays, postponements or cancellations of construction or decommissioning of NPPs caused by, for example, financing difficulties or regulatory delays;

•  adverse economic, financial and/or political conditions in one or more of our target end markets;

•  variations in the volume of orders for a particular product or product line in a particular quarter;

•  the size and timing of new contract awards;

•  the timing of the release of government funds for procurement of our products;

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•  the degree to which new end markets emerge for our products;

•  the budget cycles of U.S. and foreign governments and commercial enterprises that affect timing of order placement for or delivery of our products; and

•  the tendency of commercial enterprises to fully utilize annual capital budgets prior to expiration.

We have a short operating history as a consolidated entity and have incurred net losses since our inception.

We were formed in 2005 as a merger of several companies acquired by ACAS but operated separately. Accordingly, we rely on the employees, goodwill, brand strength, product history and qualifications of our legacy acquired companies. In addition, some of our senior executive officers have a limited history with us and no prior experience in the industries in which we compete. Furthermore, we have not achieved positive net income and, as of March 31, 2009, had an accumulated deficit of $102.9 million and negative working capital. We cannot assure you as to when we will achieve positive net income or working capital or, if we do so, whether we will continue to do so.

We operate in highly competitive markets and in some cases compete against larger companies with greater financial resources.

The market for radiation detection, measurement, analysis and monitoring products and services is fragmented, with a variety of small and large competitors, where the degree of fragmentation and the identities of our competitors vary among our target end markets. Some of our competitors have greater financial resources than do we, and they may be able to focus those resources on developing products or services that are more attractive to potential customers than those that we offer, or on lobbying efforts to enhance their prospects of obtaining government contracts. Some of our competitors, for example, are substantially larger and better capitalized than we are and have the ability to combine solutions into an integrated offering at attractive prices. Our competitors may offer these solutions at prices below cost in order to improve their competitive positions. Any of these competitive factors could make it more difficult for us to attract and retain customers, cause us to lower our prices to compete, and reduce our market share and revenue, any of which could have a material adverse effect on our business, financial condition and results of operations.

Amounts included in our order backlog may not result in actual revenue or translate into profits.

Some of our more profitable services are not reflected in our backlog because they are reflected in deferred revenue. Although the amount of our backlog is based on signed purchase orders or other written contractual commitments, we cannot guarantee that our order backlog will result in actual revenue in the originally anticipated period or at all. In addition, the mix of contracts included in our order backlog can greatly affect our margins in future periods, which may not be comparable to our historical product mix and operating results. Our customers may experience project delays or cancel orders due to factors beyond our control. If our order backlog fails to result in revenue in a timely manner or at all, we could experience a reduction in revenue and liquidity.

The current global financial crisis and adverse worldwide economic conditions may have significant effects on our business, financial condition and results of operations.

The current global financial crisis—which has included, among other things, significant reductions in available capital and liquidity, substantial reductions and fluctuations in equity and currency values, a reduction in global demand for energy and a worldwide recession, the extent of which is likely to be significant and prolonged—may have a material adverse effect on our business. We have begun to experience some weakening in demand for certain of our products and services. Factors such as lack of business investment, government spending, the volatility and strength of the capital markets and inflation all affect the business and economic environment and, ultimately, our business, financial condition and results of operations. Continued market disruptions and broader economic downturns may affect our and our customers’ access to capital, lead to lower demand for our products and services, increase our exposure to losses from bad debts or

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result in our customers ceasing operations, any of which could materially adversely affect our business, financial condition and results of operations.

The credit markets have been experiencing extreme volatility and disruption for more than twelve months, and the volatility and disruption have reached unprecedented levels. In many cases, the markets have limited credit capacity for certain issuers, and lenders have requested shorter terms. The market for new debt financing is extremely limited and in some cases not available at all. In addition, the markets have increased the uncertainty that lenders will be able to comply with their previous commitments. If current levels of market disruption and volatility continue or worsen, we may not be able to refinance our existing debt, or incur additional debt, which may require us to seek alternative funding sources to meet our liquidity needs or to fund planned expansion. Such alternative sources of funding may not be available on acceptable terms or at all.

Furthermore, the tightening of credit in financial markets may delay or prevent our customers from securing funding adequate to operate their businesses and purchase our products and services and could lead to an increase in our bad debt levels.

Unfavorable currency exchange rate fluctuations could adversely affect our profitability.

Our international sales and our operations in foreign countries expose us to risks associated with fluctuating currency values and exchange rates. Most of our sales, costs, assets and liabilities are denominated in foreign currencies. For fiscal 2008, 51.0% and 5.8% of our sales were denominated in euros and pounds sterling. Gains and losses on the conversion of accounts receivable, accounts payable and other monetary assets and liabilities to U.S. dollars may contribute to fluctuations in our results of operations. In addition, increases in the value of the U.S. dollar relative to the euro and the pound sterling could have an adverse effect on our results of operations. We do not currently purchase forward contracts to hedge against the risks associated with fluctuations in exchange rates.

We may be less competitive if we fail to develop new or enhanced products and introduce them in a timely manner.

The markets in which we compete are subject to technological change, product obsolescence and evolving industry standards. Our ability to successfully compete in these markets and to continue to grow our business depends in significant part upon our ability to develop, introduce and sell new and enhanced products in a timely and cost-effective manner, and to anticipate and respond to changing customer requirements. We have experienced, and may in the future experience, delays in the development and introduction of new products. These delays could provide a competitor a first-to-market advantage and allow a competitor to achieve greater market share. Defects or errors found in our products after commencement of commercial shipment could result in delays in market acceptance of these products. Lack of market acceptance for our new products will jeopardize our ability to recoup research and development expenditures, hurt our reputation and harm our business, financial condition and results of operations. Accordingly, we can not assure you that our future product development efforts will be successful.

Our existing and future customers may reduce or halt their spending on radiation detection, measurement, analysis and monitoring products and services.

A variety of factors may cause our existing or future customers to reduce or halt their spending on radiation detection, measurement, analysis and monitoring products and services. These factors include:

•  disruptions in the nuclear fuel cycle, such as insufficient uranium supply or conversion;

•  unfavorable financial conditions and strategies of the builders, owners and operators of nuclear reactors;

•  civic opposition to or changes in government policies regarding nuclear operations;

•  a reduction in demand for nuclear generating capacity;

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•  accidents, terrorism, natural disasters or other incidents occurring at nuclear facilities; and

•  the decision by one or more of our customers to acquire one of our competitors or otherwise administer the services we provide internally.

Certain of these events could also adversely affect us to the extent that they result in the suspension or reduction of nuclear reactor construction, refurbishment or operation; the reduction of supplies of nuclear raw materials; increased regulation; increased operational costs for us or our customers; or increased liability for actual or threatened property damage or personal injury.

If we are unable to obtain adequate supplies in a timely manner, our results of operations would be adversely affected.

We are dependent upon certain sole or limited source suppliers for critical raw materials or components of some of our products. For example, we rely on the U.S. government for the enriched uranium used in certain equipment employed in our sensing systems. We also rely on limited source suppliers of certain precious metals used in some of our reactor instrumentation, scintillator materials used in our detection & identification equipment and for analog sensor tubes used in certain of our imaging products. Most of our suppliers are not required to supply us with any minimum quantities, and we cannot assure you that we will receive adequate quantities of components on a timely basis in the future. Our suppliers could have financial or other problems that could cause a disruption in the supply of components to us. In addition, were we to change suppliers of components in some of our products, we may be required to seek new qualifications for such products, which can be a time-consuming and costly process. As a result of interruption of supply, we may not be able to obtain the raw materials or components that we need to fill customer orders. The inability to fill these orders could cause delays, disruptions or reductions in product shipments, require us to negotiate alternate supply arrangements with replacement suppliers where available or require product redesigns which could, in turn, damage relationships with current or prospective customers, increase costs or prices and have a material adverse effect on our business, financial condition and results of operations.

We rely on third-party manufacturers to produce non-core components for certain of our products and services. If our manufacturers are unable to meet our demand or requirements, our business could be harmed.

We use third-party manufacturers to produce certain non-core components for some of our products. From time to time demand for our products has grown faster than the supply capabilities of these vendors. In many cases, these manufacturers have no obligation to supply products to us for any specific period, in any specific quantity or at any specific price, except as set forth in a particular purchase order. Our requirements represent a small portion of the total production capacities for many of our manufacturers, and our manufacturers may reallocate capacity to other customers, even during periods of high demand for our products or services. We have in the past experienced, and may in the future experience, quality control issues and delivery delays with our manufacturers due to factors such as high industry demand or the inability of our manufacturers to consistently meet our quality or delivery requirements. In addition, third-party manufacturers may have financial difficulties and face the risk of bankruptcy, especially in light of the current worldwide economic downturn. If one of our suppliers was to cancel or materially change a commitment with us or fail to meet the quality or delivery requirements needed to satisfy customer orders for our products, we could lose time-sensitive customer orders, be unable to develop or sell our products or services cost effectively or on a timely basis, if at all, and have significantly decreased revenue, which would harm our business, financial condition and results of operations. We may qualify additional suppliers in the future which would require time and resources. If we do not qualify additional suppliers, we may be exposed to increased risk of capacity shortages due to our dependence on our current suppliers.

Some of our suppliers and customers are also our competitors.

Some of our competitors are also our suppliers and customers. For example, Canberra, one of our chief competitors in the nuclear and defense end markets, supplies us with some of the detectors employed in the

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radiation monitoring systems that we supply to the nuclear end market. At the same time, Areva, the controlling shareholder of Canberra, is a customer for our radiation monitoring systems for use in its EPR reactors and in other fuel cycle industry applications. Similarly, Thermo Fisher Scientific both supplies our Dosimetry Services division with TLD crystals used in some of our thermoluminescent dosimeters that we deploy as part of providing dosimetry services to our customers, and sells products competitive with those offered by our Health Physics division. As with our other suppliers, our competitor suppliers are not required to supply us with any minimum quantities, and we cannot assure you that we will receive adequate quantities of components on a timely basis in the future. The loss of orders stemming from the actions of our supplier or customer competitors could cause delays, disruptions or reductions in product shipments or require product redesigns which could, in turn, damage relationships with current or prospective customers, increase costs or prices and have a material adverse effect on our business, financial condition and results of operations.

We could lose money if we fail to accurately estimate our costs or fail to execute within our cost estimates on fixed-price contracts.

Many of our contracts are fixed-price contracts which do not provide for price escalation in the event of unanticipated cost overruns. Under these contracts, we perform our services and provide our products at a fixed price. Fixed-price contracts carry inherent risks, including risks of losses from underestimating costs, operational difficulties and other changes that may occur over the contract period. We have in the past experienced unanticipated cost overruns on some of our fixed-price contracts. If our cost estimates for a contract are inaccurate, or if we do not execute the contract within our cost estimates, we may incur losses or the contract may not be as profitable as we expected. In addition, we are sometimes required to incur costs in connection with modifications to a contract that may not be approved by the customer as to scope or price, or to incur unanticipated costs, including costs for customer-caused delays, errors in specifications or designs or contract termination, that we may not be able to recover. These, in turn, could adversely affect our business, financial condition and results of operations. The revenue, cost and gross profit realized on such contracts can vary, sometimes substantially, from the original projections due to changes in a variety of factors, such as:

•  failure to properly estimate, or changes in, the costs of material, components or labor;

•  currency exchange rate fluctuations;

•  unanticipated technical problems with the products or services being supplied by us, which may require that we spend our own money to remedy the problem;

•  our suppliers’ or subcontractors’ failure to perform;

•  difficulties of our customers in obtaining required governmental permits or approvals;

•  changes in local laws and regulations;

•  unanticipated delays in construction of new NPPs and decommissioning of existing NPPs; and

•  limited history with new products and new customers.

Many of our large contracts have penalties for late completion.

In some cases, including many of our fixed-price contracts, we have agreed to complete a project by a scheduled date. If we fail to complete the project as scheduled, we may be held responsible for costs associated with the delay, generally in the form of liquidated damages, in some cases up to the full value of the contract. We have in the past incurred penalties associated with late completion on some of our contracts. In the event that a project is delayed, the total costs of the project could exceed our original estimates, and we could experience reduced profits or a loss for that project.

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Our products and services involve the detection and monitoring of radiation, and the failure of our products or services to perform to specification could adversely affect our business, financial condition or results of operations.

Our products and services involve the detection and monitoring of radiation and are crucial components of the safety measures employed with respect to ionizing radiation. The failure of our products to perform to specification could result in personal injury or death and property damage (including environmental contamination). Legal and regulatory actions taken in response to product failure could result in significant costs to us. Additionally, the failure of our products to perform to specification could adversely affect market perception of the quality and effectiveness of our products and services, which would harm our ability to attract new customers and could cause our existing customers to cease doing business with us.

While we have attempted to secure appropriate insurance coverage at a reasonable cost, we do not insure against all risks and a claim can exceed the limits of our policies. We cannot assure you that our insurers will pay a particular claim, or that we will be able to maintain coverage at reasonable rates in the future, or at all. We may also be subject to significant deductibles.

Our contracts with customers generally seek to limit our liability in connection with product failure, but we cannot assure you that these contractual limitations on liability will be effective or sufficient in scope in all cases or that our insurance will cover the liabilities we have assumed under these contracts. The costs of defending against a claim arising out of such failure, and any damages awarded as a result of such a claim, could adversely affect our business, financial condition and results of operations.

Certain of our products and technologies for the defense end market may be eligible for designation or certification as “qualified anti-terrorism technologies” under the “SAFETY Act” provisions of The Homeland Security Act of 2002 and its implementing regulations. Under the SAFETY Act, the federal government provides for certain liability limitations and a presumption that the “government contractor” defense applies if the Department of Homeland Security “designates” or “certifies” technologies or products as “qualified anti-terrorism technologies,” and if certain other conditions apply. We may seek to qualify some or all of our products and technologies under the SAFETY Act’s provisions in order to obtain such liability protections, but there is no guarantee that the Department of Homeland Security will designate or certify our products and technologies as qualified anti-terrorism technology. To date, we have not sought such designation or certification, and our products have been sold without such qualification, and we may continue to sell our products and technologies without such qualification. To the extent we do so, we will not be entitled to the benefit of the SAFETY Act’s limitations on tort liability or to any U.S. government indemnification.

We and our customers operate in a politically sensitive environment, and the public perception of nuclear power can affect our customers and us.

We and our customers operate in a politically sensitive environment. The risks associated with radioactive materials and the public perception of those risks can affect our business. Opposition by third parties can delay or prevent the construction of new NPPs and can limit the operation of nuclear reactors. Adverse public reaction to developments in the use of nuclear power, including incidents involving the discharge of radioactive materials, could directly affect our customers and indirectly affect our business. In the past, adverse public reaction, increased regulatory scrutiny and litigation have contributed to extended construction periods for new nuclear reactors, sometimes delaying construction schedules by decades or more. For example, no new reactor has been ordered in the United States since the 1970s and anti-nuclear groups in Germany successfully lobbied for the adoption of the Nuclear Exit Law in 2002, which requires the shutdown of all German NPPs by 2021. Adverse public reaction could also lead to increased regulation or limitations on the activities of our customers, more onerous operating requirements or other conditions that could have a material adverse impact on our customers and our business.

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Our operations in foreign countries are subject to political, economic and other risks, which could have a material adverse effect on us.

Sales outside of the United States and Canada accounted for approximately 59.0%, 62.8% and 63.8% of our net sales in fiscal 2006, 2007 and 2008. We anticipate that international sales will continue to constitute a material percentage of our total net sales in future periods. As a result, our operations are subject to risks associated with global operations and sales, including:

•  foreign currency exchange fluctuations;

•  changes in regulatory requirements;

•  tariffs and other barriers;

•  timing and availability of export licenses;

•  difficulties in accounts receivable collections;

•  difficulties in protecting our intellectual property;

•  difficulties in staffing and managing foreign operations;

•  difficulties in managing sales agents, distributors and other third parties;

•  coordination regarding, and difficulties in obtaining, governmental approvals for products that may require certification;

•  rescission or termination of contracts by governmental parties without penalty and regardless of the terms of the contract;

•  restrictions on transfers of funds and other assets of our subsidiaries between jurisdictions;

•  the burden of complying with a wide variety of complex foreign laws and treaties;

•  potentially adverse tax consequences; and

•  uncertainties relative to regional political and economic circumstances.

We are also subject to risks associated with the imposition of legislation and regulations relating to the import or export of radiation detection and monitoring technology. For example, certain export control approvals of our sales, including sales to NPP operators located in Pakistan and India, were granted because of the supervision of customer sites by the International Atomic Energy Agency, or the IAEA. If the IAEA ceases to supervise such sites, our ability to sell to certain customers would be limited and our sales could be adversely affected. Furthermore, the failure to comply with export control regulations and to obtain required approvals could result in loss of the ability to export products, fines and penalties.

We cannot predict whether quotas, duties, taxes or other charges or restrictions upon the importation or exportation of our products will be implemented by the United States or other countries. Some of our customers’ purchase orders and agreements are governed by foreign laws, which often differ significantly from the laws of the United States. Therefore, we may be limited in our ability to enforce our rights under such agreements and to collect damages, if awarded. These factors may have a material adverse effect on our business, financial condition and results of operations.

Changes in our effective tax rate or adverse outcomes resulting from examination of our income tax returns could adversely affect our results.

Our effective tax rate could be adversely affected by several factors, many of which are outside of our control, including:

•  earnings being lower than anticipated in countries where we are taxed at lower rates as compared to the U.S. statutory tax rate;

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•  material differences between forecasted and actual tax rates as a result of a shift in the mix of pre-tax profits and losses from one tax jurisdiction to another, our ability to use tax credits or effective tax rates by tax jurisdiction that differ from our estimates;

•  changing tax laws or related interpretations, accounting standards and regulations and interpretations in multiple tax jurisdictions in which we operate, as well as the requirements of certain tax rulings;

•  an increase in expenses not deductible for tax purposes, including certain stock-based compensation expense and impairment of goodwill;

•  the tax effects of purchase accounting for acquisitions and restructuring charges that may cause fluctuations between reporting periods;

•  changes related to our ability to ultimately realize future benefits attributed to our deferred tax assets, including those related to other-than-temporary impairments;

•  tax assessments resulting from income tax audits or any related tax interest or penalties that would affect our income tax expense for the period in which the settlements take place; and

•  a change in our decision to indefinitely reinvest foreign earnings.

In addition, we may be subject to examination of our income tax returns by the Internal Revenue Service or other tax authorities. If tax authorities challenge the relative mix of our U.S. and international income, our future effective income tax rates could be adversely affected. While we regularly assess the likelihood of adverse outcomes from such examinations and the adequacy of our provision for income taxes, we cannot assure you that such provision is sufficient and that a determination by a tax authority will not have an adverse effect on our business, financial condition and results of operations.

Localization requirements could adversely affect our business.

Many emerging markets, including China and South Korea, impose localization requirements which favor locally based component manufacturers in the construction of NPPs and which require some degree of technology transfer to local manufacturers. Over time, such localization requirements could limit our ability to sell into such markets and could affect our ability to maintain our trade secrets. In the past, international development agencies have, as a condition of funding, imposed localization requirements that require the transfer of technology to local manufacturers, and this requirement has affected our ability to monitor and maintain control over our intellectual property. We may be subject to similar requirements as a condition of funding in the future.

We must comply with the U.S. Foreign Corrupt Practices Act, or FCPA. Failure to comply with the FCPA could subject us to, among other things, penalties and legal expenses that could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.

We are required to comply with the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies and their intermediaries from engaging in bribery or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business and/or other benefits. We operate in a number of jurisdictions that pose a high risk of potential FCPA violations, we have government customers and we utilize a number of third-party sales representatives. Although we have begun to inform our personnel and third-party sales representatives regarding the requirements of the FCPA and have developed and will continue to develop and implement systems for formalizing contracting processes, performing diligence on agents and improving our record-keeping and auditing practices, we cannot assure you that our employees, third-party sales representatives or other agents have not or will not engage in conduct for which we might be held responsible under the FCPA.

If our employees, third-party sales representatives or other agents are found to have engaged in such practices, we could suffer severe penalties, including criminal and civil penalties, disgorgement and other remedial measures (including further changes or enhancements to our procedures, policies and controls, as well as potential personnel changes and disciplinary actions), any of which could have an adverse impact on

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our business, financial condition, results of operations and liquidity. Any investigation of any potential violations of the FCPA or other anti-corruption laws by U.S. or foreign authorities also could have an adverse impact on our business, financial condition and results of operations.

Certain foreign companies, including some of our competitors, are not subject to prohibitions as strict as those under the FCPA or, even if subjected to strict prohibitions, such prohibitions may be laxly enforced in practice. If our competitors engage in corruption, extortion, bribery, pay-offs, theft or other fraudulent practices, they may receive preferential treatment, from personnel of some companies, giving our competitors an advantage in securing business, or from government officials, who might give them priority in obtaining new licenses, which would put us at a disadvantage.

We may make acquisitions that involve numerous risks. If we are not successful in integrating the technologies, operations and personnel of acquired businesses or fail to realize the anticipated benefits of an acquisition, our operations may be adversely affected.

As part of our business and growth strategy, we may acquire or make significant investments in businesses, products or technologies that allow us to complement our existing product offerings, expand our market coverage, increase our engineering workforce or enhance our technological capabilities. Any future acquisitions or investments would expose us to many risks, including:

•  problems integrating the new personnel or the purchased operations, technologies or products;

•  difficulty securing adequate working capital;

•  unanticipated costs associated with the acquisition;

•  negative effects on our ability to generate excess free cash flow;

•  negative effects on profitability;

•  adverse effects on existing business relationships with suppliers and customers;

•  risks associated with entering markets in which we have no or limited prior experience;

•  loss of key employees of the acquired business;

•  litigation arising from the operations before they were acquired by us; and

•  difficulty completing financial statements and audits.

Our inability to overcome problems encountered in connection with any acquisition could divert the attention of management, utilize scarce corporate resources and otherwise harm our business. In addition, we are unable to predict whether or when any prospective acquisition candidate will become available or the likelihood that any acquisition will be completed. Even if we do find suitable acquisition opportunities, we may not be able to consummate the acquisitions on commercially acceptable terms or realize the anticipated benefits of any acquisitions we do undertake.

A failure to expand our manufacturing capacity and scale our capabilities to manufacture new products could constrain our ability to grow our business.

We have experienced some constraints on our manufacturing capacity, particularly in our locations in Lamanon, France and Hamburg, Germany. The future growth of our business depends on our ability to successfully expand our manufacturing capacity. Expansion of our manufacturing capacity may require us to obtain regulatory approvals or additional financing. Delay in the expansion of our manufacturing capacity could constrain our ability to grow our business, which would adversely affect our business, financial condition and results of operations.

Similarly, we could have substantial difficulty in dealing with rapid growth in markets for new products that we may introduce. If demand for our new products increases rapidly, we will need to expand internal production capacity or implement additional outsourcing. Success in developing, manufacturing and supporting

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products manufactured in small volumes does not guarantee comparable success in operations conducted on a larger scale. Manufacturing yields and product quality may decline as production volumes increase. If we are unable to deliver products quickly and cost effectively and in the requisite volumes, our customers may decline to purchase our new products or may purchase substitute products offered by our competitors. The costs associated with implementing new manufacturing technologies, methods, and processes, including the purchase of new equipment, and any resulting delays, inefficiencies and loss of sales, could harm our results of operations.

We rely on third-party sales representatives to assist in selling our products and services, and the failure of these representatives to perform as expected could reduce our future sales.

We derive a significant portion of our revenue from sales to our customers through third-party sales representatives. We have established relationships with some of our third-party sales representatives recently, and we are unable to predict the extent to which our third-party sales representatives will be successful in marketing and selling our products and services. Moreover, many of our third-party sales representatives also market and sell competing products and services, which may affect the extent to which our third-party sales representatives promote our products and services. Even where our relationships are formalized in contracts, our third-party sales representatives often have the right to terminate their relationships with us at any time. Our future performance will also depend, in part, on our ability to attract additional third-party sales representatives who will be able to market and support our products and services effectively, especially in markets in which we have not previously sold our products and services. If we cannot retain our current third-party sales representatives or recruit additional or replacement third-party sales representatives, our business, financial condition and results of operations could be harmed.

The elimination or any modification of the Price-Anderson Act’s indemnification authority could have adverse consequences for our business.

In the United States, the Atomic Energy Act of 1954, as amended, or the AEA, comprehensively regulates the manufacture, use and storage of radioactive materials. Section 170 of the AEA, which is known as the Price-Anderson Act, supports the nuclear services industry by offering broad indemnification to commercial NPP operators and Department of Energy, or DOE, contractors for liabilities arising out of nuclear incidents at power plants licensed by the Nuclear Regulatory Commission, or NRC, and at DOE nuclear facilities. The indemnification authority of the NRC and DOE under the Price-Anderson Act was extended through 2025 by the Energy Policy Act of 2005. Some of our customers are covered by the indemnification provisions of the Price-Anderson Act. In addition, other jurisdictions have similar indemnification authority. If the indemnification authority in the United States or other countries is eliminated or adversely modified in the future, our business could be adversely affected if the owners and operators of NPPs cancel or delay plans to build new plants or curtail the operations of existing plants.

Our ability to provide bid bonds, performance bonds or letters of credit is limited and could negatively affect our ability to bid on or enter into significant contracts.

We are sometimes required to provide bid or performance bonds or letters of credit to guarantee performance under contracts across our various divisions. Our ability to obtain such bonds and letters of credit depends upon several factors, including our capitalization, working capital, past performance, management expertise and reputation and external factors beyond our control, including the overall capacity of the surety market. Surety companies consider those factors in relation to the amount of our tangible net worth and other underwriting standards that may change from time to time. Events that affect surety markets generally may result in bonding becoming more difficult to obtain in the future, or being available only at a significantly higher cost. Our inability to obtain adequate bonding and, as a result, to bid for, or enter into, significant contracts, could adversely affect our future financial condition and results of operations.

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As a U.S. government contractor, we are subject to a number of procurement rules and regulations.

U.S. government contractors and subcontractors must comply with specific procurement regulations and other requirements and are subject to routine audits and investigations by U.S. government agencies. If we fail to comply with these rules and regulations, we could be subject to reductions in the value of our government contracts, contract modification or termination, the assessment of penalties and fines, and/or suspension or debarment from government contracting or subcontracting for a period of time or permanently.

Furthermore, we have bid, and may in the future submit bids, for U.S. government contracts that require our employees to maintain various levels of security clearances and require us or our subsidiaries to maintain certain facility security clearances in compliance with Department of Defense and other government requirements. Obtaining and maintaining security clearances for employees involves a lengthy process, and it can be difficult to identify, recruit and retain employees who already hold security clearances. If our employees are unable to obtain or retain security clearances, or if our employees who hold security clearances stop working for us, we may face delays in fulfilling contracts, or be unable to fulfill or secure new contracts, with any customer involved in classified work. Any breach of security for which we are responsible could seriously harm our business, damage our reputation and make us ineligible to work on any classified programs.

The classified work that we currently perform at one of our facilities subjects us to the industrial security regulations of the Department of Defense and other federal agencies that are designed to safeguard against unauthorized access by foreigners and others to classified and other sensitive information. We may be subject to penalties for violations of these regulations. If we were to come under foreign ownership, control, or influence, the U.S. government could terminate our contracts with it or decide not to renew them and such a situation could also impair our ability to obtain new contracts and subcontracts. The government may also change its procurement practices or adopt new contracting rules and regulations that could be costly to satisfy or that could impair our ability to obtain new contracts.

We are subject to a variety of federal, state and foreign laws and regulatory regimes. Failure to comply with laws and regulations could subject us to, among other things, penalties and legal expenses which could have an adverse effect on our business.

Our business is subject to regulation by various federal and state governmental agencies. Such regulation includes the radioactive material and exposure regulatory activities of the NRC, the anti-trust regulatory activities of the Federal Trade Commission and Department of Justice, the import/export regulatory activities of the Department of Commerce, the Department of State and the Department of Treasury, the regulatory activities of the Occupational Safety and Health Administration, the environmental regulatory activities of the Environmental Protection Agency, the labor regulatory activities of the Equal Employment Opportunity Commission and tax and other regulations by a variety of regulatory authorities in each of the areas in which we conduct business. We are also subject to regulation in other countries where we conduct business. In certain jurisdictions, such regulatory requirements may be more stringent than in the United States. We are also subject to a variety of U.S. federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, the Worker Adjustment and Restructuring Notification Act, which requires employers to give affected employees at least 60 days’ notice of a plant closing or mass layoff, and other regulations related to working conditions, wage-hour pay, overtime pay, employee benefits, anti-discrimination and termination of employment. We are also subject to the employment and labor laws and regulations of the foreign jurisdictions, including France and Germany, where the majority of our employees are located.

Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties or injunctions. In addition, from time to time we have received, and may in the future receive, correspondence from former employees terminated by us who threaten to bring claims against us alleging that we have violated one or more labor or employment regulations. An adverse outcome in any such litigation could require us to pay damages.

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Governmental enforcement actions could harm our business, financial condition and results of operations. If any governmental sanctions are imposed, or if we do not prevail in any civil or criminal litigation, our business, financial condition and results of operations could be materially adversely affected. In addition, responding to any action could be costly and result in a significant diversion of management’s attention and resources.

We and our customers operate in highly regulated industries that require us and them to obtain, and to comply with, national, state and local government permits and approvals.

We and our customers operate in a highly regulated environment. Many of our products and services must comply with various domestic and international standards that are used by regulatory and accreditation bodies for approving such services and products. Many of our products, particularly those offered by our Radiation Monitoring Systems and Sensing Systems divisions, are subject to an array of product testing under extreme temperature, pressure, radiation and seismic conditions, known collectively as a qualification, for any given nuclear reactor design. The qualification is typically owned by the party who pays for the testing and so, in certain cases, we license such qualifications from a third party. In addition, many of our products and services, particularly those offered by our Dosimetry Services division, must be certified by the National Voluntary Laboratory Accreditation Program in the United States and by other governmental agencies in international markets. The termination of any such accreditation or our failure to obtain and maintain required qualification or accreditation for our products and services may adversely affect our revenue and results of operations.

Changes in these standards and accreditation requirements may also result in our having to incur substantial costs to adapt our products. Such adaptations may introduce quality assurance issues during transition as new features and products may not perform as expected. Additionally, changes affecting radiation protection practices, including new understandings of the hazards of radiation exposure and corresponding changes in regulations, may impact how our services are used by our customers and may, in some circumstances, cause us to alter our products and services.

In addition, our customers are required to obtain, and to comply with, national, state and local government licenses, permits and approvals with respect to their facilities. Any of these licenses, permits or approvals may be subject to denial, revocation or modification under various circumstances. Failure to obtain or comply with the conditions of licenses, permits or approvals may adversely affect our customers’ operations by suspending their activities and may subject them to penalties and other sanctions. Although existing licenses, permits or approvals are routinely renewed by various regulators, renewal could be denied or jeopardized by various factors, including:

•  failure to provide adequate financial assurance in the event of decommissioning or closure;

•  failure to comply with environmental and safety laws and regulations or permit conditions;

•  local community, political or other opposition;

•  executive action; and

•  legislative action.

Furthermore, if new environmental legislation or regulations are enacted or existing laws or regulations are amended or are interpreted or enforced differently, our customers may be required to obtain additional operating licenses, permits or approvals. Regulatory issues experienced by our customers may lead to delay or cancellation of their orders for our products and services or the discontinuance of future orders. We cannot assure you that we or our customers will be able to meet all potential regulatory challenges.

We could incur substantial costs as a result of violations of or liabilities under environmental laws.

Our operations and properties are subject to a variety of U.S. and foreign environmental laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous and non-hazardous materials and waste and remediation of releases of hazardous materials. Our

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failure to comply with present and future requirements, or the identification of contamination, could cause us to incur substantial costs, including clean-up costs, fines and penalties, investments to upgrade our facilities or curtailment of operations. The future identification of presently unidentified environmental conditions, more vigorous enforcement by regulatory agencies, enactment of more stringent laws and regulations or other unanticipated events may arise in the future and give rise to material environmental liabilities and related costs which could have a material adverse effect on our business, financial condition and results of operations.

A European Union, or EU, directive relating to the restriction of hazardous substances, or RoHS, in electrical and electronic equipment and a directive relating to waste electrical and electronic equipment, or WEEE, have been and are being implemented in EU member states. Among other things, the RoHS directive restricts the use of certain hazardous substances in the manufacture of electrical and electronic equipment and the WEEE directive requires producers of electrical goods to be responsible for the collection, recycling, treatment and disposal of these goods. In addition, laws similar to RoHS and WEEE were passed in China in 2006 and South Korea in 2007. Governments in other countries, including the United States, are considering implementing similar laws or regulations. In addition, a new regulation regarding the registration, authorization and restriction of chemical substances in industrial products, or REACH, became effective in the EU in 2007. Over time this regulation, as well as other regulations, may require us to substitute certain chemicals contained in our products with substances the EU considers less dangerous.

The costs associated with complying with this legislation could include costs associated with modifying our products, recycling and other waste processing costs, legal and regulatory costs and insurance costs. We have recorded in the past and may be required to record in the future additional expenses for costs associated with compliance with these regulations. The costs of complying with these new laws, or with current and future environmental and worker health and safety laws, could a material adverse effect on our business, financial condition and results of operations.

Our future success is dependent on our ability to retain key personnel, including our executive officers, and attract qualified personnel. If we lose the services of these individuals or are unable to attract new talent, our business will be adversely affected.

Our future operating results depend in significant part upon the continued contributions of our key technical and senior management personnel, many of whom would be difficult to replace. We are particularly dependent on the continued service of Thomas D. Logan, our President, Chief Executive Officer and Chairman of the Board, W. Antony Besso, our Regional Vice President, EMEA, and President, Health Physics Division, Iain F. Wilson, our Regional Vice President, Asia, and President, Sensing Systems Division, and Jean-Louis Gouronc, our President, Radiation Monitoring Systems.

Our future operating results also depend in significant part upon our ability to attract, train and retain qualified management, manufacturing and quality assurance, engineering, marketing, sales and support personnel. In particular, engineers skilled in the analog technologies used in certain of our products are in high demand and competition to attract such personnel is intense. In addition, the expected increase in construction of new NPPs may exacerbate the shortage of radiation engineers and other qualified personnel. We are continually recruiting such personnel; however, we cannot assure you that we will be successful in attracting, training or retaining such personnel now or in the future. There may be only a limited number of persons with the requisite skills to serve in these positions, and it may be increasingly difficult for us to hire such persons over time. The high demand for such personnel may increase the costs to us to recruit and retain employees.

The loss of any key employee, the failure of any key employee to perform in his or her current position, our inability to attract, train and retain skilled employees as needed or the inability of our officers and key employees to expand, train and manage our employee base could materially and adversely affect our business, financial condition and results of operations.

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Our ability to compete successfully and achieve future growth will depend on our ability to protect our intellectual property and to operate without infringing the intellectual property of others.

Our business is largely dependent upon our design, engineering, manufacturing and testing know-how. We attempt to protect our intellectual property rights through trade secret laws, non-disclosure agreements, confidentiality procedures and employee disclosure and invention assignment agreements. To a lesser extent, we may also seek to protect our intellectual property through patents, trademarks and copyrights. We rely upon unpatented proprietary radiation detection expertise, continuing technological innovation and other trade secrets to develop and maintain our competitive position, some of which is licensed from third parties. Confidentiality agreements with our employees and third parties are often limited in duration and could be breached, and therefore they may not provide meaningful protection for our trade secrets or proprietary radiation detection expertise. Adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets. Others may obtain knowledge of our trade secrets through independent development or other access by legal means. It is possible that our efforts to protect our intellectual property rights may not:

•  prevent our competitors from independently developing similar products, duplicating our products or designing around the patents owned by us;

•  prevent third-party patents from having an adverse effect on our ability to do business;

•  provide adequate protection for our intellectual property rights;

•  prevent disputes with third parties regarding ownership of, or exclusive rights to, our intellectual property;

•  prevent disclosure of our trade secrets and know-how to third parties or into the public domain;

•  prevent the challenge, invalidation or circumvention of our existing patents;

•  result in patents that lead to commercially viable products or provide competitive advantages for our products; and

•  result in issued patents and registered trademarks from any of our pending applications.

The laws of foreign countries also may not adequately protect our intellectual property rights. Many U.S. companies have encountered substantial infringement problems in foreign countries. Because we conduct a substantial portion of our operations and a majority of our sales have been outside of the United States, we have significant exposure to foreign intellectual property risks.

Others have in the past attempted, and may in the future attempt, to copy or otherwise obtain and use our intellectual property without our consent. Monitoring the unauthorized use of our intellectual property is difficult. There is a risk that our customers or their end users’ customers may attempt to copy or otherwise obtain and use our intellectual property without our consent. It may be necessary, from time to time, to initiate litigation against one or more third parties, including our customers or companies with whom we have manufacturing relationships, to preserve our intellectual property rights or to challenge the validity and scope of proprietary rights asserted by others, and we could face counterclaims. Legal disputes with our customers or companies with whom we have manufacturing relationships could substantially harm our relationships and sales. Litigation is expensive and time consuming, and an adverse outcome could subject us to significant liability for damages or invalidate our proprietary rights.

From time to time, third parties may claim that we have infringed upon, misappropriated or misused other parties’ proprietary rights, and we may already be infringing without knowing it. Any of these events or claims could result in litigation. Such litigation, whether as plaintiff or defendant, could result in significant expense to us and divert the efforts of our technical and management personnel, whether or not such litigation is ultimately determined in our favor. In the event of an adverse result in such litigation, we could be required to pay substantial damages, cease the manufacture, use and sale of certain products, expend significant resources to develop or acquire non-infringing technology, discontinue the use of certain processes, obtain licenses to use the infringed technology, or indemnify our customers. Product development or license

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negotiating would likely result in significant expense to us and divert the efforts of our technical and management personnel. We cannot assure you that we would be successful in such development or acquisition or that such licenses would be available on reasonable terms, or at all.

Our obligations to indemnify our customers for the infringement by our products of the intellectual property rights of others could require us to pay substantial damages.

We currently have in effect a number of agreements in which we have agreed to defend, indemnify and hold harmless our customers and suppliers from damages and costs that may arise from the infringement by our products of third-party patents, trademarks or other proprietary rights. We may periodically have to respond to claims and initiate or participate in litigation in connection with these indemnification obligations, which may result in our paying substantial damages. Our insurance does not cover intellectual property infringement.

Some of our workforce is represented by labor unions in the United States and by works councils and trade unions in the EU, which may lead to work stoppages that could adversely affect our business.

As of June 30, 2009, approximately 34, or 12%, of our U.S. employees were unionized, and the majority of our EU employees are members of, or are represented by, works councils or trade unions. Since 1988, we have experienced only two work stoppages, at our facility in Lamanon, France. We may experience work stoppages or other labor problems in the future, which could adversely affect our business. We cannot predict how stable our relationships will be or whether we will be able to satisfy union or works council requirements without impacting our operating results and financial condition. Union and works council rules may limit our flexibility to respond to changing market conditions and the application of these rules could harm our business. The unions and works councils may also limit our flexibility in dealing with our workforce. Work stoppages and instability in our relationships could negatively impact the timely production of our products, which could strain relationships with customers and cause a loss of revenue that would adversely affect our results of operations.

Our operations could be subject to natural disasters and other business disruptions, which could materially adversely affect our business and increase our expenses.

Our operations could be subject to natural disasters and other business disruptions, which could harm our future revenue and financial condition and increase our costs and expenses. For example, our corporate headquarters in San Ramon, California and the center of operations of our Dosimetry Services division in Irvine, California are located near major earthquake fault lines. In the event of a major earthquake or other natural or manmade disaster, we could experience business interruptions, destruction of or damage to facilities and/or loss of life, any of which could have a material adverse effect on our business and increase our expenses.

Risks Related to this Offering and Our Common Stock

If we cannot generate sufficient operating cash flow and obtain external financing, we may be unable to make all of our planned capital expenditures and other expenses.

Our ability to fund anticipated capital expenditures and other expenses depends on generating sufficient cash flow from operations and the availability of external financing. Since our inception in 2005, ACAS and its affiliates have provided us with the capital and debt financing that we have used to fund our growth and operations. Although ACAS will continue to be a controlling stockholder in our company upon completion of this offering, ACAS is under no obligation to continue making capital investments in us or to provide debt financing to us.

Our debt service obligations and our capital expenditures, together with on-going operating expenses, will be a substantial drain on our cash flow and may decrease our cash balances. The timing and amount of our capital requirements cannot be precisely determined at this moment and will depend on a number of factors, including demand for our products, product mix, changes in industry conditions and market competition. We

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intend to regularly assess markets for external financing opportunities, including debt and equity. Such financing may not be available when needed or, if available, may not be available on satisfactory terms, particularly in light of the limited financing available as a result of the current global financial crisis. Any equity financing would cause further dilution to our stockholders. See “Dilution.” Our inability to obtain needed financing or to generate sufficient cash from operations may require us to abandon projects or curtail capital expenditures, and we could be materially adversely affected. If we are not able to independently generate excess free cash flow and obtain third party debt or equity financing, our ability to grow our business may be materially adversely affected.

Upon completion of the offering, ACAS will continue to have an effective veto over matters determined by our Board of Directors and will be in a position to determine the outcome of all matters submitted to a stockholder vote as long as it continues to hold a majority of our outstanding common stock, which will limit your ability to influence corporate actions and may adversely affect the market price of our common stock.

Upon completion of this offering, ACAS and its affiliates will collectively hold approximately     % of our outstanding common stock, or approximately     % if the underwriters exercise in full their over-allotment option to purchase additional shares of common stock. As a result, ACAS will continue to determine the outcome of votes on all matters requiring approval by our stockholders, including the election of directors, the adoption of amendments to our Certificate of Incorporation and Bylaws and approval of significant corporate transactions, as long as it continues to hold a majority of our outstanding common stock. In addition, a provision of the Bylaws that we will adopt prior to the consummation of this offering will provide that at least one of the directors designated by ACAS must be part of the majority in any action taken by our Board of Directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, other than on matters in which ACAS has a conflict of interest (as it would if it appointed a majority of our directors). Our Bylaws will also provide that ACAS will have the right to designate three of our seven directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, two directors so long as they hold at least 25% but less than 50.1% and one director so long as they hold at least 10% but less than 25%. ACAS will also be able to take actions that have the effect of delaying or preventing a change in control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. In addition, this significant concentration of stock ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. This concentration of control could be disadvantageous to other stockholders with interests different from those of our principal stockholder and the trading price of our common stock could be adversely affected. See “Principal Stockholders” for a more detailed description of the ownership of our common stock.

Conflicts of interest may arise because some of our directors are principals of ACAS.

Three persons designated by ACAS will serve on our Board of Directors upon completion of this offering. ACAS and its affiliates may invest in entities that directly or indirectly compete with us, or companies in which they currently invest may begin competing with us. As a result of these relationships, when conflicts between the interests of ACAS and the interests of our other stockholders arise, these directors may not be disinterested.

Although our directors and officers will have a duty of loyalty to us under Delaware law and the Certificate of Incorporation that we will adopt prior to the consummation of this offering, transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as the material facts relating to the director’s or officer’s relationship or interest as to the transaction are disclosed to our Board of Directors and a majority of our disinterested directors, or a committee consisting solely of disinterested directors, approves the transaction.

ACAS and its affiliates do not have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do.

Under the Certificate of Incorporation that we will adopt prior to the consummation of this offering, none of ACAS or its affiliates and investment funds, or any other ACAS entity, nor any director, officer,

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stockholder, member, manager and/or employee of an ACAS entity, has any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business that we do. In the event that any ACAS entity acquires knowledge of a potential transaction or matter which may be a corporate opportunity for both itself and us, the ACAS entity will not have any duty to communicate or offer the corporate opportunity to us and may pursue or acquire the corporate opportunity for itself or offer the opportunity to another person. In addition, none of ACAS’s designees on our Board of Directors will be required to offer to us any transaction opportunity of which he or she becomes aware and could take any such opportunity for him or herself or offer it to other companies (including ACAS and its other portfolio companies) in which they have an investment, unless such opportunity is expressly offered to him or her solely in his or her capacity as a director of us.

As a “controlled company,” as defined in the NASDAQ Marketplace Rules, we qualify for, and rely on, exemptions from certain corporate governance requirements.

ACAS owns, and will continue to own immediately after the completion of this offering, common stock representing more than a majority of the voting power in the election of our directors. As a result, we are considered a “controlled company” within the meaning of the corporate governance standards of the NASDAQ Marketplace Rules. Under these rules, a “controlled company” may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its board of directors consist of independent directors, the requirement that it have a nominating/corporate governance committee that is composed entirely of independent directors and the requirement that it have a compensation committee that is composed entirely of independent directors. We have elected to be treated as a controlled company and will rely on these exemptions. As a result, we do not have a majority of independent directors and our compensation and nominating and corporate governance committees do not consist entirely of independent directors. Furthermore, until one year following the offering, as permitted by applicable rules, we do not anticipate having an audit committee consisting solely of independent directors. Accordingly, you do not have the same protection afforded to stockholders of companies that are subject to all of the NASDAQ Marketplace corporate governance requirements.

The price of our common stock may be volatile and subject to wide fluctuations.

The market price of our common stock may be subject to wide fluctuations due to a number of factors. We may experience significant period-to-period fluctuations in our backlog, revenue and operating results in the future and any such variations may cause our stock price to fluctuate. It is likely that in some future period our operating results will be below the expectations of securities analysts or investors. If this occurs, our stock price could drop significantly. A number of factors, in addition to those cited in other risk factors applicable to our business, may contribute to fluctuations in our backlog, sales and operating results, including:

•  the timing and volume of orders from our customers;

•  the rate of acceptance of our products by our customers;

•  the rate of adoption of our products in the end markets we target;

•  delays or cancellations in the construction of new NPPs by our customers;

•  cancellations or deferrals of customer orders in anticipation of new products or product enhancements from us or our competitors or other providers;

•  changes in product mix; and

•  the rate at which new markets emerge for products we are currently developing.

Broad market and industry factors may also adversely affect the market price of our common stock, regardless of our actual operating performance. Market and industry factors that could cause fluctuations in our stock price may include, among other things:

•  incidents affecting the nuclear industry;

•  regulatory changes or legal developments affecting the nuclear industry;

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•  changes in financial estimates by us or by any securities analysts who might cover our stock, or our failure to meet the estimates made by securities analysts;

•  changes in the market valuations of other companies operating in our industry;

•  announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures;

•  additions or departures of key personnel; and

•  a general downturn in the stock market.

The market price of our common stock also might decline in reaction to events that affect other companies in our industry, even if these events do not directly affect us. The initial public offering price of our common stock will be determined through negotiations between the representatives of the underwriters, ACAS and us and may not be representative of the price that will prevail in the open market. You might be unable to resell your shares at or above the offering price. In the past, companies that have experienced volatility in the market price of their stock have been the subjects of securities class action litigation. If we were to become the subject of securities class action litigation, it could result in substantial costs and a diversion of management’s attention and resources.

We have and will continue to incur increased costs as a result of becoming a reporting company.

We have and will continue to face increased legal, accounting, administrative and other costs as a result of becoming a reporting company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the Securities and Exchange Commission, or the SEC, and the Public Company Accounting Oversight Board, have required changes in the corporate governance practices of public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make legal, accounting and administrative activities more time consuming and costly. For example, prior to consummation of this offering we will add independent directors, create additional committees of our Board of Directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect to incur substantially higher costs to obtain directors and officers’ insurance. In addition, as we gain experience with the costs associated with being a reporting company, we may identify and incur additional overhead costs.

Our independent registered public accounting firm reported to us that, at June 30, 2008, we had material weaknesses and a significant deficiency in our internal controls over financial reporting that, if not remediated, could result in material misstatements in our financial statements in future periods and impair our ability to comply with the accounting and reporting requirements applicable to public companies.

Our independent registered public accounting firm reported to us that at June 30, 2008 we had material weaknesses and a significant deficiency in our internal controls over financial reporting. Under standards established by the Public Company Accounting Oversight Board, or PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis, and a “significant deficiency” is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant’s financial reporting. The material weaknesses identified were with respect to our controls in our financial accounting and reporting functions, which are necessary in order to produce PCAOB compliant financial statements. These weaknesses related to a lack of sufficient accounting personnel and depth of knowledge, formal policies and procedures to ensure that subsidiary financial information reflect accounting under U.S. generally accepted accounting principles, account reconciliation procedures and appropriate review and approval procedures performed in a timely manner. The significant deficiency identified was with respect to inadequate systems and recordkeeping processes. As we prepare for the completion of this offering, we are in the process of addressing the issues raised by our independent registered public accounting firm by hiring additional finance personnel and documenting and enhancing formalized information technology policies and procedures, and through the implementation of software upgrades throughout our operations. However, these

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and other remediation efforts may not enable us to remedy the material weaknesses and significant deficiency or avoid other material weaknesses or significant deficiencies in the future. Because of these material weaknesses, there is heightened risk that a material misstatement of our annual or quarterly financial statements will not be prevented or detected. In the event that we have not adequately remedied these material weaknesses, and if we fail to maintain proper and effective internal controls in future periods, it could adversely affect our operating results, financial condition, ability to run our business effectively and our ability to timely meet our reporting requirements and could cause investors to lose confidence in our financial reporting. In addition, these and any other material weaknesses and significant deficiencies will need to be addressed as part of the evaluation of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and may impair our ability to comply with Section 404.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on us.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act, standards that we will be required to meet in the course of preparing our fiscal 2011 financial statements. We do not currently have comprehensive documentation of our internal controls, nor do we document or test our compliance with these controls on a periodic basis in accordance with Section 404 of the Sarbanes-Oxley Act. Furthermore, we have not tested our internal controls in accordance with Section 404 and, due to our lack of documentation, such a test would not be possible to perform at this time.

We are in the early stages of addressing our internal control procedures to satisfy the requirements of Section 404, which requires an annual management assessment of the effectiveness of our internal control over financial reporting. If, as a public company, we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to attest to the effectiveness of our internal control over financial reporting. If we are unable to maintain adequate internal control over financial reporting, we may be unable to report our financial information on a timely basis, may suffer adverse regulatory consequences or violations of applicable stock exchange listing rules and may breach the covenants under our credit facilities. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements.

Future sales of shares could depress our stock price.

If our existing stockholders sell substantial amounts of our common stock in the public market following this offering, the market price of our common stock could decline. Based on shares outstanding as of March 31, 2009, upon completion of this offering we will have outstanding approximately           shares of common stock. Of these shares, only the           shares of common stock sold in this offering will be freely tradable, without restriction, in the public market. After the lock-up agreements pertaining to this offering expire, our existing stockholders will be able to sell their shares in the public market, subject to legal restrictions on transfer. Prior to consummation of this offering, we will enter into a registration rights agreement that provides for registration rights with respect to the          shares of our common stock that will be held by ACAS and its affiliates, Thomas D. Logan, W. Antony Besso and certain other stockholders following this offering. Registration of the sale of the common stock would permit their sale into the market immediately. If for any reason ACAS sells a large number of shares, the market price of our common stock could decline, as these sales may, among other things, be viewed by the public as an indication of an upcoming or recently occurring shortfall in the financial performance of our company. Moreover, the perception in the public market that these investors might sell our common stock could depress the market price of the common stock. See “Shares Eligible for Future Sale” for more detailed information. Additionally, we may sell or issue additional shares of common stock in subsequent public offerings or in connection with acquisitions, which will result in additional dilution and may adversely affect market prices for our common stock.

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If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our stock or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. In addition, it is likely that in some future period our operating results will be below the expectations of securities analysts or investors. If one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our stock price could decline.

Some provisions of our Certificate of Incorporation and Bylaws may deter third parties from acquiring us and diminish the value of our common stock.

The Certificate of Incorporation and Bylaws that we will adopt prior to consummation of this offering will provide for, among other things:

•  restrictions on the ability of our stockholders to fill a vacancy on our Board of Directors;

•  our ability to issue preferred stock with terms that our Board of Directors may determine, without stockholder approval;

•  the absence of cumulative voting in the election of directors;

•  advance notice requirements for stockholder proposals and nominations;

•  our Board of Directors to be divided into three classes, with each class serving staggered terms; and

•  the requirement that at least one of the directors designated by ACAS must be part of the majority in any action taken by our Board of Directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, other than on matters in which ACAS has a conflict of interest (as it would if it appointed a majority of our directors).

These provisions may discourage, delay or prevent a transaction involving a change in control of our company that is in the best interest of our minority stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging future takeover attempts.

We do not anticipate paying any cash dividends for the foreseeable future.

We currently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and to fund the development and growth of our business. We do not intend to pay any dividends to holders of our common stock and the agreements governing our debt significantly restrict our ability to pay dividends. As a result, capital appreciation in the price of our common stock, if any, will be your only source of gain on an investment in our common stock. See “Dividend Policy.”

New investors in our common stock will experience immediate and substantial book value dilution after this offering.

The initial public offering price of our common stock will be substantially higher than the pro forma net tangible book value per share of the outstanding common stock immediately after the offering. Based on an assumed initial public offering price of $      per share (the midpoint of the price range set forth on the cover of this prospectus) and our net tangible book value as of March 31, 2009, if you purchase our common stock in this offering, you will suffer immediate dilution in net tangible book value per share of approximately $      per share. See “Dilution.”

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and on our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve assumptions as well as risks and uncertainties, some of which are beyond our control. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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USE OF PROCEEDS

We estimate that the net proceeds from this offering, after deducting underwriting discounts and estimated offering expenses will be approximately $      million, assuming the shares are offered at $      per share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to use $      million of the net proceeds from this offering to repay certain borrowings from ACAS and its affiliates. We also intend to use net proceeds from this offering to make a one-time payment of $8.0 million to ACFS, a subsidiary of ACAS, to terminate an investment banking services agreement between us and ACFS. See “Certain Relationships and Related Party Transactions.” We will use the balance of the net proceeds for working capital and general corporate purposes. We may also use a portion of the net proceeds to make strategic acquisitions of other companies or businesses, although no agreements or understandings exist with respect to any such acquisitions. Pending their application we intend to invest the net proceeds in short-term interest-bearing obligations.

We intend to enter into arrangements to refinance, prior to the consummation of this offering, or to repay with a portion of the proceeds of this offering, the debt of our subsidiaries that is held by our principal stockholder, ACAS, or its affiliates. For purposes of this section, EURIBOR means the Euro Interbank Offered Rate and LIBOR means the London Interbank Offered Rate. All amounts are as of March 31, 2009, but reflect amendments to extend maturity that were entered into subsequent to that date.

•  approximately $16.6 million of LIBOR + 4.5%, $20.25 million commitment amount Revolving Loan Facility due July 1, 2011;

•  approximately $14.0 million of LIBOR + 5%, $14.0 million commitment amount Revolving Loan Facility due July 1, 2011;

•  approximately $8.2 million of EURIBOR + 2%, $8.2 million commitment amount Revolving Loan Facility due July 1, 2011;

•  approximately $24.9 million of EURIBOR + 3%, $24.9 million principal amount Senior Term B Notes due July 1, 2011;

•  approximately $5.1 million of LIBOR + 8%, $7.5 million principal amount Senior Term B Notes due July 1, 2011;

•  approximately $1.9 million of LIBOR + 8%, $2.0 million principal amount Senior Term B Notes due July 1, 2011;

•  approximately $4.0 million of LIBOR + 9%, $4.0 million principal amount Senior Term C Notes due October 29, 2011;

•  approximately $4.0 million of LIBOR + 8.25%, $4.0 million principal amount Senior Term C Notes due November 10, 2011;

•  approximately $26.1 million of LIBOR + 6.5%, $27.0 million principal amount Senior Term D Notes due October 14, 2011;

•  approximately $14.5 million of LIBOR + 6.5%, $15.0 million principal amount Senior Term D Notes due October 21, 2011;

•  approximately $8.3 million of 14%, $7.5 million principal amount Senior Subordinated Notes due July 1, 2011;

•  approximately $9.6 million of 15%, $8.6 million principal amount Senior Subordinated Notes due July 1, 2011;

•  approximately $15.3 million of EURIBOR + 11%, $12.2 million principal amount Senior Subordinated Notes due July 1, 2011;

•  approximately $5.1 million of 17%, $4.3 million principal amount Junior Subordinated Notes due July 1, 2011;

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•  approximately $5.1 million of 17%, $4.3 million principal amount Junior Subordinated Notes due July 1, 2011;

•  approximately $1.4 million of 14%, $1.25 million principal amount Junior Subordinated Notes due May 24, 2012;

•  approximately $6.6 million of EURIBOR + 12%, $4.9 million principal amount Junior Subordinated Notes due July 1, 2011; and

•  approximately $8.7 million of three-month EURIBOR + 2%, €6.5 million commitment amount Shareholder Loan due June 30, 2011.

A $1.00 increase (decrease) in the assumed initial public offering price of $      per share would increase (decrease) the net proceeds to us from this offering by $      million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us.

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. We currently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and to fund the development and growth of our business. We do not intend to pay dividends to holders of our common stock and the agreements governing our debt significantly restrict our ability to pay dividends.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents, short-term debt and consolidated capitalization as of March 31, 2009:

•  on an actual basis; and

•  on a pro forma as adjusted basis to give effect to the conversion of all of our outstanding convertible preferred stock into common stock, the conversion of all of our Class A Voting Common Stock and Class B Non-Voting Common Stock into common stock, the sale of          shares of our common stock in this offering by us at an assumed initial public offering price of $      per share (the midpoint of the range set forth on the cover page of this prospectus), the repayment and refinancing of our indebtedness and the application of the estimated net proceeds to be received by us as described in “Use of Proceeds,” after deducting the underwriting discounts and estimated offering expenses.

You should read this table along with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.

	As of March 31, 2009
				Pro Forma
	Actual			as Adjusted(1)
	(in thousands, except share data)
Cash and cash equivalents(2)	$	12,260
Total debt, including current portion:
Notes payable to ACAS		179,209
Notes payable to third parties	$	5,886
Stockholders’ equity (deficit):
Series A-1 Convertible Participating Preferred Stock, $0.001 par value; 1,200,000 shares authorized, actual; 678,804 shares issued and outstanding, actual; none authorized, pro forma as adjusted; none issued and outstanding, pro forma as adjusted		679
Series A-2 Convertible Participating Preferred Stock, $0.001 par value; 300,000 shares authorized, actual; 70,000 shares issued and outstanding, actual; none authorized, pro forma as adjusted; none issued and outstanding, pro forma as adjusted		70
Class A Voting Common Stock, $0.001 par value; 2,500,000 shares authorized, actual; 2,091 shares issued and outstanding, actual; none authorized, pro forma as adjusted; none issued and outstanding, pro forma as adjusted		2
Class B Non-Voting Common Stock, $0.001 par value; 700,000 shares authorized, actual; 45,650 shares issued and outstanding, actual; none authorized, pro forma as adjusted; none issued and outstanding, pro forma as adjusted		46
Common stock, $0.001 par value; none authorized, actual; none issued and outstanding, actual;          shares authorized, pro forma as adjusted;          shares issued and outstanding, pro forma as adjusted		—
Additional paid-in capital		68,933
Accumulated deficit		(102,853	)
Accumulated other comprehensive income		4,928
Total stockholders’ equity (deficit)		(28,195	)
Total capitalization	$	156,900

(1)	Assuming the number of shares sold by us in this offering remains the same as set forth on the cover page, a $1.00 increase or decrease in the assumed initial public offering price would increase or decrease, as applicable, our total cash, total stockholders’ equity and total capitalization by approximately $      million.
(2)	As of March 31, 2009, we also had $5.8 million of restricted cash.

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The table above excludes, as of March 31, 2009:

•  113,788 shares subject to outstanding options as of March 31, 2009 at a weighted average exercise price of $122.84 per share;

•  4,902 additional shares reserved for issuance under our existing stock option plan, all of which are expected to be granted to our employees, including our executive officers, immediately following the pricing of this offering at an exercise price equal to the initial public offering price;

•            additional shares to be reserved for issuance under our amended and restated stock option plan to become effective upon the pricing of this offering; and

•  402,428 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $0.00152 per share.

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of common stock initially upon completion of this offering.

Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding. After giving effect to the sale of shares of common stock offered in this offering and after deducting the underwriting discounts and estimated offering expenses, our pro forma net tangible book value as of March 31, 2009 would have equaled $      per share of common stock. This represents an immediate increase in net tangible book value of $      per share to our existing stockholders and an immediate dilution in net tangible book value of $      per share to new stockholders of common stock in this offering. If the initial public offering price is higher or lower, the dilution to new stockholders will be greater or less. The following table summarizes this per share dilution:

Assumed initial public offering price per share		$
Net tangible book value per share as of March 31, 2009	$
Increase per share attributable to this offering
Pro forma net tangible book value per share after this offering
Dilution in pro forma net tangible book value per share to new stockholders		$

A $1.00 increase or decrease in the assumed initial public offering price of $      per share would increase or decrease, as applicable, our pro forma net tangible book value by $      million, the pro forma net tangible book value per share by $      per share, and the dilution in pro forma net tangible book value per share to new stockholders by $      per share.

If the underwriters exercise their over-allotment in full, pro forma net tangible book value per share after the offering will be $     , and dilution in pro forma net tangible book value per share to new stockholders will be $     .

The following table summarizes on a pro forma basis, as of March 31, 2009, the differences between our existing stockholders and new stockholders with respect to the number of shares of common stock issued by us, the total consideration paid and the average price per share paid:

	Shares Purchased		Total Consideration		Average Price
	Number	Percent	Amount	Percent	Per Share
	(in thousands)		(in thousands)
Existing stockholders
New stockholders

A $1.00 increase or decrease in the assumed initial public offering price of $      per share would increase or decrease, as applicable, total consideration paid by new stockholders and total consideration paid by all stockholders by $      million.

If the underwriters exercise their over-allotment option in full, the following will occur: (1) the number of shares of common stock held by existing stockholders will represent approximately     % of the total number of shares of common stock outstanding after this offering; and (2) the number of shares of common stock held by new public stockholders will be increased to          , or approximately     % of the total number of shares of common stock outstanding after this offering.

The number of shares of common stock to be outstanding after this offering is based on 1,197,094 shares outstanding as of June 30, 2009 and excludes:

•  113,788 shares subject to outstanding options as of March 31, 2009 at a weighted average exercise price of $122.84 per share;

•  4,902 additional shares reserved for issuance under our existing stock option plan, all of which are expected to be granted to our employees, including our executive officers, immediately following the pricing of this offering at an exercise price equal to the initial public offering price;

•            additional shares to be reserved for issuance under our amended and restated stock option plan to become effective upon the pricing of this offering; and

•  402,428 shares of common stock issuable upon the exercise of outstanding warrants at a weighted average exercise price of $0.00152 per share.

To the extent that the options or warrants are exercised, there may be further dilution to new stockholders.

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SELECTED CONSOLIDATED FINANCIAL DATA

You should read the following selected consolidated historical financial data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included elsewhere in this prospectus. The selected financial data in this section is not intended to replace the consolidated financial statements and related notes included elsewhere in this prospectus.

The selected consolidated statements of operations data for each of the three fiscal years ending June 30, 2006, 2007 and 2008 and the consolidated balance sheet data as of June 30, 2007 and 2008 are derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The consolidated statements of operations data for each of the two fiscal years ending June 30, 2004 and 2005 and the consolidated balance sheet data as of June 30, 2004, 2005 and 2006 are derived from our unaudited financial statements not included in this prospectus. Until their merger in December 2005 resulting in the formation of Mirion, we were comprised of GDS, IST and Synodys, entities which were under the common control of ACAS. The consolidated statements of operations data for the nine months ended March 31, 2008 and 2009 and the consolidated balance sheet data at March 31, 2009 are derived from our unaudited consolidated financial statements included in this prospectus. Our historical results are not necessarily indicative of the results that should be expected in the future and results for the nine months ended March 31, 2009 are not necessarily indicative of results to be expected for the full year. The amounts below are in thousands, except percentages and per share data.

																Nine Months Ended
	Year Ended June 30,															March 31,
	2004			2005			2006			2007			2008			2008			2009
Consolidated Statements of Operations Data:
Revenue	$	19,991		$	135,177		$	147,148		$	175,361		$	189,933		$	142,013		$	143,541
Cost of revenue		9,090			77,832			79,452			97,222			102,871			76,774			79,226
Gross profit		10,901			57,345			67,696			78,139			87,062			65,239			64,315
% of revenue		54.5	%		42.4	%		46.0	%		44.6	%		45.8	%		45.9	%		44.8	%
Operating expenses
Selling, general and administrative expenses		10,284			45,055			68,174			59,792			63,008			45,889			48,933
Research and development expenses		129			6,548			9,726			11,875			14,865			11,134			9,051
Total operating expenses		10,413			51,603			77,900			71,667			77,873			57,023			57,984
Income (loss) from operations		488			5,742			(10,204	)		6,472			9,189			8,216			6,331
Interest expense, net		(5,645	)		(21,287	)		(20,613	)		(19,068	)		(20,290	)		(14,495	)		(13,752	)
Other (expense) income, net		(346	)		(10,465	)		4,964			786			1,650			1,203			671
Loss before provision for income taxes		(5,503	)		(26,010	)		(25,853	)		(11,810	)		(9,451	)		(5,076	)		(6,750	)
Provision for income taxes		790			3,375			1,585			6,050			4,546			3,729			1,432
Net loss	$	(6,293	)	$	(29,385	)	$	(27,438	)	$	(17,860	)	$	(13,997	)	$	(8,805	)	$	(8,182	)
Paid-in-kind preferred dividends		(1,303	)		(5,937	)		(7,080	)		(8,141	)		(8,993	)		(6,674	)		(7,333	)
Net loss attributable to common stockholders	$	(7,596	)	$	(35,322	)	$	(34,518	)	$	(26,001	)	$	(22,990	)	$	(15,479	)	$	(15,515	)
Net loss per common share attributable to common stockholders’ per share — basic and diluted							$	(771.87	)	$	(546.08	)	$	(482.31	)	$	(324.74	)	$	(324.98	)
Shares used in computing net loss attributable to common stockholders — basic and diluted								44,720			47,614			47,666			47,666			47,741
Net loss per common share — basic and diluted(1)													$	(21.83	)				$	(13.67	)
Shares used in computing pro forma basic and diluted net loss per common share														1,053,141						1,134,847

	As of June 30,												As of March 31,
	2004			2005			2006		2007		2008		2009
Consolidated Balance Sheet Data:
Cash and cash equivalents(2)	$	6,741		$	4,073		$	4,858	$	6,561	$	8,959	$	12,260
Total assets		277,347			282,728			302,327		299,982		336,663		308,611
Notes payable to ACAS(3)		117,507			128,194			148,273		159,461		173,186		179,209
Total stockholders’ equity (deficit)		(1,045	)		(29,555	)		33,187		12,964		1,852		(28,195	)

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							Nine Months Ended
	Year Ended June 30,						March 31,
	2006		2007		2008		2008		2009
Other Data:
Adjusted EBITDA(4)	$	16,347	$	32,045	$	32,304	$	25,377	$	23,272
Amortization of intangible assets		12,802		12,215		10,076		7,616		6,030
Capital expenditures		4,824		3,897		5,142		3,660		3,764

	As of June 30,						As of March 31,
	2006		2007		2008		2009
Backlog(5)	$	107,464	$	143,887	$	177,956	$	187,467
Deferred revenue		39,848		30,567		38,988		44,059

(1)	Pro forma basic and diluted net loss per common share is adjusted to give effect to the conversion of all of our convertible preferred stock into common stock.
(2)	As of March 31, 2009, we also had $5.8 million of restricted cash.
(3)	In addition, as of March 31, 2009, we had $5.9 million of outstanding debt held by third parties not affiliated with ACAS.
(4)	We include Adjusted EBITDA in this prospectus because (i) it is a basis upon which our management assesses our operating performance, (ii) it is a factor in the evaluation of the performance of our management in determining compensation and (iii) certain maintenance covenants under our debt agreements are tied to ratios based upon Adjusted EBITDA, as defined. Adjusted EBITDA is calculated as net income (loss) less extraordinary gains (loss) and interest income, plus interest expense, charges against income for taxes, depreciation expense, amortization expense, mark to market (loss) gain, non-recurring charges, management fees paid to ACFS and all non-cash compensation expenses (in accordance with the definitions in our credit facilities with ACAS). Adjusted EBITDA is not a measure of financial performance calculated in accordance with U.S. GAAP, and should be viewed as a supplement to—not a substitute for—our results of operations presented on the basis of U.S. GAAP. Adjusted EBITDA also does not purport to represent cash flow provided by, or used in, operating activities in accordance with U.S. GAAP and should not be used as a measure of liquidity. Our statements of cash flows, included elsewhere in this prospectus, present our cash flow activity in accordance with U.S. GAAP. Furthermore, Adjusted EBITDA is not necessarily comparable to similarly titled measures reported by other companies.
(5)	Represents purchase orders or contracts received by us that have not been shipped. Amounts representing backlog are not recorded in our financial statements.

The following is a reconciliation of net loss to Adjusted EBITDA:

										Nine Months Ended
	Year Ended June 30,									March 31,
	2006			2007			2008			2008			2009
Net loss	$	(27,438	)	$	(17,860	)	$	(13,997	)	$	(8,805	)	$	(8,182	)
Interest expense, net		20,613			19,068			20,290			14,495			13,752
Income tax expense		1,585			6,050			4,546			3,729			1,432
Depreciation		3,531			4,072			4,022			2,760			3,277
Amortization(a)		12,802			12,215			10,076			7,616			6,030
ACFS fees		2,085			1,625			1,625			1,219			1,219
Stock option compensation		1,356			244			275			162			908
Mark to market (loss) gain(b)		(6,900	)		(14	)		9			—			80
Extinguishment of debt		1,884			—			—			—			—
Other non-recurring charges(c)		6,829			6,645			5,458			4,201			4,756
Adjusted EBITDA	$	16,347		$	32,045		$	32,304		$	25,377		$	23,272

(a)	Represents the non-cash amortization of intangible assets, such as customer relationships, backlog, qualification, enterprise software, technology, territorial rights, trade names and noncompete agreements. We have included portions of this non-cash amortization expense in cost of revenue, research and development expenses and selling, general and administrative expenses.
(b)	Certain equity instruments of GDS, IST and Synodys were recorded as liabilities, as the instruments were mandatorily redeemable or puttable at the option of the holder. These equity instruments are treated as debt instruments and are required to be valued each year. All of these instruments were exchanged for new Mirion equity during our formation in 2006. Mirion equity is treated as permanent equity. The resulting gain or loss is reflected in the income statement in 2006. Changes in the value of various derivative instruments are also revalued each period and their resultant gain or loss is reflected here.
(c)	Represents non-recurring expenses, including severance expenses, costs of discontinued operations and costs associated with the preparation for our initial public offering, as well as certain professional and legal expenses.

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MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of our operations should be read together with “Selected Consolidated Financial Data” and the consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements, based on current expectations related to future events and our future financial performance, that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

We are a leading global provider of radiation detection, measurement, analysis and monitoring products and services to the nuclear, defense and medical end markets. Our customers rely on our solutions to protect people, property and the environment from nuclear and radiological hazards. Our products and services include: dosimeters; contamination & clearance monitors; detection & identification instruments; radiation monitoring systems; electrical penetrations; instrumentation & control equipment and systems; dosimetry services; imaging systems; and related accessories, software and services.

We provide our products and services through five segments: Health Physics, Radiation Monitoring Systems, Sensing Systems, Dosimetry Services and Imaging Systems. Our Health Physics segment derives revenue from the nuclear, defense and medical end markets. We provide our Health Physics customers, which include power and utility companies, military organizations, engineering companies as well as governmental agencies, with dosimeters, contamination & clearance monitors as well as equipment that detects and identifies radioactive isotopes. Our Radiation Monitoring Systems segment offers systems that provide process and post-event radiation monitoring to the nuclear end market. Our Radiation Monitoring Systems customers include power and utility companies, engineering companies, research laboratories, universities, as well as governmental agencies. Our Sensing Systems segment supplies electrical penetrations as well as reactor instrumentation & control equipment and systems to the builders and operators of nuclear reactors. Our Sensing Systems customers include power and utility companies, the U.S. Navy, as well as engineering companies. Our Dosimetry Services segment provides analytical services to determine occupational and environmental radiation exposure to employers of radiation workers in the nuclear and medical end markets. Our Dosimetry Services customers include power and utility companies, hospitals, governmental agencies, medical professionals, dentists and veterinarians. Our Imaging Systems segment provides specialized closed circuit camera systems used for inspection and surveillance in difficult and hazardous environments to the nuclear and other end markets. We provide these systems to power and utility companies, operators of waste management facilities, cement kilns and petrochemical facilities.

Of the $189.9 million in total revenue we generated in fiscal 2008, $60.9 million, or 32.1%, was attributable to our Health Physics segment, $39.2 million, or 20.6%, was attributable to our Radiation Monitoring Systems segment, $39.8 million, or 20.9%, was attributable to our Sensing Systems segment, $28.8 million, or 15.2%, was attributable to our Dosimetry Services segment, and $21.2 million, or 11.2%, was attributable to our Imaging Systems segment. Please see Note 15 of our consolidated financial statements for additional financial information about our segments.

Despite achieving positive operating income in fiscal 2007 and 2008, we have not achieved positive net income, due in large part to our leverage, in any fiscal year since our inception in 2005. As of March 31, 2009, we had an accumulated deficit of $102.9 million. We expect to reduce our leverage through the repayment of certain of our indebtedness with a portion of the net proceeds from the offering. See “Use of Proceeds.”

We incorporated in Delaware in October 2005 as Global Monitoring Services, Inc. Our business was formed through a series of transactions in December 2005 resulting in the combination of three companies, all owned by ACAS, our principal stockholder, and its affiliates. The three companies were GDS, a provider of dosimetry services to the nuclear and medical industries, IST, a manufacturer of electrical penetrations, reactor

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instrumentation & control equipment and systems and imaging systems for the nuclear, defense and other industries, and Synodys, a designer and manufacturer of radiation detection, measurement, analysis and monitoring equipment for the nuclear, defense and medical industries. Following these transactions, we changed our name in January 2006 to Mirion Technologies, Inc.

We are a global company with operations in Canada, China, Finland, France, Germany, the United Kingdom and the United States. Accordingly, currency exchange rates can impact our reported results of operations. Revenue outside of the United States and Canada accounted for 63.8% and 61.4% of total revenue for fiscal 2008 and the nine months ended March 31, 2009. Please see Note 15 to our consolidated financial statements for additional financial information about geographic areas.

References to “fiscal” before any year refer to our fiscal year ending on June 30th of the year referenced.

Key Indicators of Performance

In evaluating our business, our management considers Adjusted EBITDA as a key indicator of operating performance. We include Adjusted EBITDA in this prospectus because (i) it is a basis upon which our management assesses our operating performance, (ii) it is a factor in the evaluation of the performance of our management in determining compensation and (iii) certain maintenance covenants under our debt agreements are tied to ratios based upon Adjusted EBITDA, as defined. We define Adjusted EBITDA as net income (loss) less extraordinary gains (loss) and interest income, plus interest expense, charges against income for taxes, depreciation expense, amortization expense, mark to market (loss) gain, non-recurring charges, management fees paid to ACFS and all non-cash compensation expenses.

We use Adjusted EBITDA as a key performance measure because we believe it facilitates operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and the impact of depreciation and amortization expense on definite lived intangible assets. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we also use Adjusted EBITDA for business planning purposes, to incentivize and compensate our management personnel, in measuring our performance relative to that of our competitors and in evaluating acquisition opportunities.

In addition, we believe Adjusted EBITDA and similar measures are widely used by investors, securities analysts, ratings agencies and other interested parties as a measure of financial performance and debt-service capabilities. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

•  it does not reflect our cash expenditures for capital equipment or other contractual commitments;

•  although depreciation, amortization and asset impairment charges and write-offs are non-cash charges, the assets being depreciated, amortized or written off may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements;

•  it does not reflect changes in, or cash requirements for, our working capital needs;

•  it does not consider the potentially dilutive impact of issuing equity-based compensation to our management team and employees;

•  it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;

•  it does not reflect certain tax payments that may represent a reduction in cash available to us; and

•  other companies, including companies in our industry, may calculate these measures differently, and as the number of differences in the way two different companies calculate these measures increases, the degree of their usefulness as a comparative measure correspondingly decreases.

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Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted EBITDA only supplementally. We carefully review our operating income at a segment level, which is discussed in detail in our period-to-period comparison of operating results.

Components of Revenue and Expenses

Revenue and Cost of Revenue

Health Physics

We generate revenue in our Health Physics segment primarily from the sale of dosimeters, both active and passive, which measure ionizing radiation dose; contamination & clearance monitors, which detect alpha, beta, gamma and/or neutron contamination of objects of various sizes and types, from tools to trucks; and devices that detect, locate and identify radioactive isotopes. We sell our equipment either pursuant to written agreements or contracts requiring delivery of products or services over a specified time period or one-time purchase orders depending on the nature of the product and the dollar value of the sale. We typically use contracts for large installations of our equipment to power and utility companies as well as military organizations. These contracts are typically fixed price, where we bear the risk for changes in material costs as well as currency movements. The time period from receipt of a contract to the recognition of revenue generally ranges from a few months to a year. We typically use purchase orders for the sale of replacement components as well as small dollar value orders. We typically do not recognize revenue until our customer has installed the equipment and certified that it is operating correctly. Furthermore, customers may delay delivery or acceptance of equipment, causing postponement of revenue recognition even though we may have received payment. We record payments received from customers prior to the time we recognize revenue for associated sales as deferred revenue.

Revenue in our Health Physics segment has been primarily driven by product sales for new nuclear power reactor construction in Asia, replacement product sales for NPPs in the Americas and Europe, as well as replacement product sales for the defense end market.

Cost of revenue in our Health Physics segment primarily consists of cost of goods purchased for the manufacture of our equipment, facility costs, compensation and benefits to manufacturing employees and outsourcing costs for subcontractor services for the manufacture of various material sub-components.

Radiation Monitoring Systems

We generate revenue in our Radiation Monitoring Systems segment from the sale of radiation monitoring systems and services to engineering firms that design and construct nuclear reactors, power and utility companies that operate NPPs and, to a lesser extent, research laboratories and universities. We generate most of the revenue in our Radiation Monitoring Systems segment from contracts with a duration greater than one year. These contracts are typically fixed price, where we bear the risk for changes in material cost as well as currency movements.

Revenue in our Radiation Monitoring Systems segment can fluctuate significantly from period to period because of customer requirements, which depend upon the operating schedules of nuclear reactors. The operating schedules of nuclear reactors are affected by, among other things, seasonality in the demand for electricity and reactor refueling and maintenance. Power and utility companies typically schedule refueling and maintenance to coincide with periods of reduced power demand, typically in the spring and fall. Therefore, our revenue may be higher during these periods when equipment is typically installed. Revenue may also fluctuate from period to period as our equipment is installed in newly constructed nuclear reactors. We typically do not recognize revenue until our customer has installed the equipment and certified that it is operating correctly, which generally can extend to 12 months from shipment, although in some cases can be longer. Furthermore, customers may delay delivery or acceptance of equipment, causing postponement of revenue recognition, even though we may have received payment. In each of the preceding circumstances, we

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record payments received from customers prior to the time we recognize revenue for associated sales as deferred revenue.

Revenue in our Radiation Monitoring Systems segment has been primarily driven by new nuclear power reactor construction in Asia and Europe, as well as the retrofitting of existing reactors. Revenue in the Americas region has been primarily driven by renewed sales for the retrofitting of existing reactors.

Cost of revenue in our Radiation Monitoring Systems segment primarily consists of cost of goods purchased for the manufacture of our equipment, facility costs, compensation and benefits to employees and outsourcing costs for subcontractor services for the manufacture of various material sub-components.

Sensing Systems

We generate revenue in our Sensing Systems segment primarily through sales of our electrical penetrations which are conduits through a nuclear reactor containment structure, as well as sales of our reactor instrumentation & control detectors, which are used in nuclear facilities to monitor radiation and temperature within a nuclear reactor core (“in-core” detectors) and in surrounding areas (“ex-core” detectors). Our Sensing Systems segment sells primarily through contracts with engineering firms that design and construct nuclear reactors as well as power and utility companies that operate NPPs. These contracts are typically fixed price, where we bear the risk for changes in material costs as well as currency movements. We have generated the majority of the revenue in our Sensing Systems segment from contracts with a duration greater than one year.

Revenue in our Sensing Systems segment has been primarily driven by new nuclear power reactor construction in Asia and Europe for our electrical penetrations as well as by the replacement of reactor instrumentation & control equipment and systems for existing reactors in Asia, Europe and the Americas.

Cost of revenue in our Sensing Systems segment primarily consists of cost of goods purchased for the manufacture of our equipment, facility costs, compensation and benefits to employees and outsourcing costs for subcontractor services for the manufacture of various material sub-components.

Dosimetry Services

Revenue from our Dosimetry Services segment is of a subscription nature. We provide these services to customers on an agreed-upon recurring monthly, quarterly or annual basis. Badge production, badge analysis and report preparation are all integral to the service that we provide to our customers, and therefore, we define the service period to include the provision of all of those services. We recognize revenue and related costs on a straight-line basis over the service period as the service is continuous.

Revenue in our Dosimetry Services segment has been primarily driven by the increased use of our dosimetry services in hospitals and other medical facilities resulting from increases in the incidence of radiological medical procedures, along with the increased use of our services by dental and veterinary offices in the United States.

Cost of revenue in our Dosimetry Services segment primarily consists of compensation and benefits to employees, outsourcing costs for subcontractor services and cost of goods purchased for use in our badges.

Imaging Systems

We generate revenue in our Imaging Systems segment through the sale of highly specialized closed circuit camera systems used for inspection and surveillance in difficult and hazardous environments through contracts with engineering firms that design and construct nuclear reactors, power and utility companies that operate NPPs, waste management facilities, as well as companies that operate pulp and paper recovery boilers, gas or coal-fired power boilers and cement kilns. These contracts are typically fixed price, where we bear the risk of changes in material cost and currency movements.

Revenue in our Imaging Systems segment has been primarily driven by increased demand in Asia for high radiation-tolerant cameras for use in new NPP construction, and for use in radioactive waste management and nuclear facility decommissioning projects globally.

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Cost of revenue in our Imaging Systems segment primarily consists of cost of goods purchased for the manufacture of our equipment, facility costs, compensation and benefits to employees, and outsourcing costs for subcontractor services for the manufacture of various material sub-components.

Selling, General and Administrative Expenses

Selling, general and administrative, or SG&A, expenses consist primarily of personnel costs (including salaries, performance-based bonuses, commissions and employee benefits), facilities and equipment costs, costs related to advertising and marketing and other general corporate and support costs including utilities, insurance and professional fees. SG&A expenses also include $1.6 million per year in management fees we have paid to ACFS under an investment banking services agreement. We intend to use a portion of the net proceeds from this offering to make a one-time payment of $8.0 million to ACFS upon completion of this offering to terminate the agreement related to these payments. See “Certain Relationships and Related Party Transactions.”

Research and Development Expenses

Research and development expenses consist primarily of the costs associated with the design and testing of new products, as well as the upgrading of existing products. These costs relate primarily to compensation of personnel involved with our product development efforts, materials and outside design and testing services. Our customers sometimes compensate us separately for design and engineering work involved in developing our products for them. However, in most cases we expense product development efforts for our customers and we do not receive reimbursement.

Interest Expense, Net

Interest expense, net includes both cash and accrued interest expense and income and amortization of financing costs as well as paid-in-kind interest on our long-term debt.

Other Income, Net

Other income, net includes gains and losses on the sale of assets, mark-to-market gains and losses on certain equity instruments that were recorded as liabilities due to the terms of the instrument as being mandatorily redeemable or puttable at the option of the holder and gains and losses on our interest rate swap agreements.

Paid-In-Kind Preferred Dividends

Paid-in-kind, or PIK, dividends expense consists of expenses attributable to dividends on our convertible preferred stock payable in additional shares of such convertible preferred stock. Our preferred stock will convert into common stock upon the completion of this offering. As a result, following the completion of this offering, we will no longer pay any additional PIK dividends.

Provision for Income Taxes

Provision for income taxes represents our estimated income tax expense for the period presented. Despite historical net losses, we have incurred income tax expense for each of the past three fiscal years, as we incur income taxes in various jurisdictions as a result of the global nature of our business and operations.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes, nor do we have any undisclosed material transactions or commitments involving related persons or entities.

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Critical Accounting Policies

This management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions about matters that are uncertain. These estimates and assumptions are often based on judgments that we believe to be reasonable under the circumstances, but all such estimates and assumptions are inherently uncertain and unpredictable. Actual results may differ from those estimates and assumptions, and it is possible that other professionals, applying their own judgment to the same facts and circumstances, could develop and support alternative estimates and assumptions that would result in material changes to our operating results and financial condition.

Critical accounting policies are those that are both important to the presentation of our financial condition and results of operations and require management’s most difficult, complex or subjective estimates and assumptions. Our critical accounting policies are discussed below.

Revenue Recognition

We record revenue when all of the following conditions exist:

•  evidence of an agreement with our customer;

•  work has been performed;

•  the amount of revenue can be reasonably estimated; and

•  collection of revenue from our customer is reasonably assured.

Except as set forth below, we recognize revenue from sales in each of our segments as set forth above.

Revenue from certain of our fixed-price contracts in our Sensing Systems segment is recognized on the percentage-of-completion method, measured by the cost-to-cost method to determine revenue. A cost-to-cost approach accurately reflects our obligations and performance on these contracts, as this is the best available measure of our progress as well as meeting our customers’ expectations of the production being performed. Therefore, we believe that input measures used to measure progress toward completion on certain fixed-price projects provide a reasonable surrogate for output measures.

Revisions to revenue, cost and profit estimates, or measurements of the extent of progress toward completion are changes in accounting estimates accounted for in the period of change (using the cumulative catch-up method). Contracts typically provide for periodic billings on a monthly basis or based on contract milestones. Costs and estimated earnings in excess of billings on uncompleted contracts represent amounts recognized as revenue that has not been billed. Billings in excess of costs represent amounts billed and collected for which revenue has not been recognized and is recorded as deferred revenue.

We derive most of our revenue in our Dosimetry Services segment from subscriptions and such revenue is continuous. We recognize revenue on a straight-line basis over a set service period that includes badge production, badge wearing, badge analysis and report preparation as the service is continuous and no other discernable pattern of recognition is evident. We provide these services to customers on an agreed-upon monthly, quarterly or annual basis that our customers choose for their wear period, payable in advance or in arrears. The amounts recorded as deferred contract revenue on our balance sheets represent customer deposits invoiced in advance for services to be rendered over the service period, net of a reserve for estimated cancellations and net of services recognized through the balance sheet date.

In our Radiation Monitoring Systems and Health Physics segments, revenue recognition is sometimes delayed until customer acceptance and certification of the product. As a result, revenue recognition can be delayed, sometimes materially, following delivery of the product by us to the customer. Funds received from the customer in advance of revenue recognition are recorded on our balance sheets as deferred revenue.

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Recoverability of Long-Lived Assets, Including Goodwill

Goodwill represents the excess of costs over the fair value of net assets of businesses acquired. Goodwill is tested at the reporting unit level at least annually for impairment and is reviewed for impairment more frequently if events and circumstances indicate that the asset might be impaired. FAS No. 142, Goodwill and Other Intangible Assets, requires a two-step impairment test. In the first step, we determine the fair value of the reporting unit using a discounted cash flow valuation model and compare the fair value to the reporting unit’s carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill of the reporting unit is not impaired, and no further testing is required. If the fair value does not exceed the carrying value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. In the second step of the goodwill impairment test, we compare the implied fair value of the reporting unit’s goodwill to the carrying value. We determine the implied fair value of the reporting unit’s goodwill as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit’s goodwill exceeds the implied value, we recognize an impairment loss in an amount equal to the excess.

We estimate future cash flows at the reporting unit level using a discounted cash flow methodology by assessing each major existing contract and projecting the earnings that will be recognized in future periods. We also make estimates for earnings from new contracts that we anticipate based on our evaluation of future business prospects. The valuation of goodwill could be affected if actual results differ substantially from our estimates. Circumstances that could affect the valuation of goodwill include a significant change in our business climate, decisions by our customers to terminate our existing contracts and decisions by our customers to award to our competitors new contracts that we anticipated to be awarded to us.

We measure intangible assets acquired in a business combination at fair value at the date of acquisition. We assess the useful lives of other intangible assets to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of an intangible asset’s remaining useful life is changed, we amortize the remaining carrying amount of the intangible asset prospectively over the revised remaining useful life. We review intangible assets for impairment whenever events or circumstances indicate that the carrying value of such assets may not be recoverable. As of March 31, 2009, we had $135.0 million of goodwill and $25.3 million of intangible assets with estimable useful lives on our consolidated balance sheets. We do not have any intangible assets with indefinite useful lives.

Intangible assets subject to amortization consist of customer relationships, backlog, qualifications, software, territorial rights, trade names, technology and non-compete agreements. We evaluate customer relationships and territorial rights, which include the fair value of acquired customer contracts, using a discounted cash flow methodology, and amortize them over a term of 5.2 to 17 years. We derive estimated future cash flows based on detailed budgets and projections prepared by management. We amortize backlog over a term of one to three years based on the estimated delivery of the backlog. We prepare the valuation of order backlog based on a discounted cash flow methodology. We evaluate qualifications using a discounted cash flow methodology and amortize them over six years. We derive estimated future cash flows based on projections prepared by management. We amortize software over a five year life and derive it by estimating the replacement cost of the software. We amortize trade names over a period of four to 13 years and derive it based on the relief from royalty method, which tries to estimate a royalty stream for the trade names derived from a benchmark for similar industrial products. We evaluate technology and non-compete agreements using a discounted cash flow methodology. We amortize intangible technology assets over a term of eight years, and non-compete agreements over a term of five years. We derive estimated future cash flows for each technology and non-compete agreement based on detailed budgets and projections prepared by management.

We review long-lived assets such as property, plant and equipment annually for impairment and whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure recoverability of assets to be held and used by comparing the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, we recognize an impairment charge by the amount of excess carrying value over fair value.

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Stock-Based Compensation Expense

Pursuant to FASB Statement No. 123(R), Share-Based Payment (“FAS No. 123(R)”), we account for equity-based compensation payments, including grants of employee stock options, based on the fair values of the equity instruments issued. We determine fair value of our equity instruments based on a valuation using an option pricing model which takes into account various assumptions that are subjective. Key assumptions used in the valuation included the expected term of the equity award taking into account both the contractual term of the award, the effects of employees’ expected exercise and post-vesting termination behavior, expected volatility, expected dividends and the risk-free interest rate for the expected term of the award. The exercise prices of our options were set at values for us consistent with those reported in ACAS’s publicly filed financial statements.

Prior to July 1, 2005, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method under the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and related interpretations. As the exercise price of all options granted under this plan was at or above the estimated market price of the underlying common stock on the date of grant, no stock-based compensation cost was recognized in the consolidated statements of operations under APB 25.

We adopted FAS No. 123(R) using the prospective transition method. This method requires the recognition of compensation cost for all share-based payments that are unvested as of July 1, 2005. The cost related to stock-based compensation included in the determination of consolidation net loss for the twelve months ended June 30, 2006, 2007 and 2008 and nine months ended March 31, 2008 and 2009 includes all awards outstanding that are vested during those periods. In connection with the reorganization of our three predecessor companies into Mirion on January 1, 2006, we exchanged stock options of the three predecessor companies for stock options in the newly formed company. Under FAS No. 123(R), the exchange was deemed a modification, resulting in incremental compensation expense of $932,000 recorded at January 1, 2006 for those options that were vested as of January 1, 2006. For the unvested options at January 1, 2006, we are expensing incremental compensation expense of $767,000 over the remaining vesting period of approximately two years.

During the nine months ended March 31, 2009, we granted options to employees to purchase a total of 33,886 shares of common stock at exercise prices ranging from $144.24 to $144.95 per share. The deemed market value of our common stock on the dates these options were granted ranged from $51.69 to $96.18 per share.

During fiscal 2008, we granted options to employees to purchase a total of 59,325 shares of common stock at exercise prices ranging from $111.30 to $138.58 per share. The deemed market value of our common stock on the dates these options were granted ranged from $85.71 to $102.79 per share.

Information on employee stock options granted since the beginning of fiscal 2008 is summarized as follows:

	Number of				Deemed		Intrinsic
Date of Issuance	Options Granted		Exercise Price		Market Value		Value
September 6, 2007		7,325	$	121.24	$	102.79	$	0.00
November 5, 2007(1)		12,000		138.58		102.79		0.00
January 7, 2008		8,000		138.58		85.71		0.00
January 8, 2008		1,500		138.58		85.71		0.00
January 22, 2008		500		138.58		85.71		0.00
January 28, 2008		9,000		138.58		85.71		0.00
March 28, 2008		2,000		111.30		102.55		0.00
March 31, 2008		16,000		111.30		102.55		0.00
August 5, 2008		32,886		144.95		96.18		0.00
December 9, 2008		1,000		144.24		51.69		0.00

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(1) This grant originally consisted of 15,000 options, 3,000 of which were cancelled and the vesting of the remaining 12,000 was adjusted pursuant to an amendment dated July 28, 2008. The deemed market value on July 28, 2008 was $96.18.

We make a number of estimates and assumptions related to FAS No. 123(R). The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results differ from our estimates, we will record such amounts as an adjustment in the period such estimates are revised. Actual results may differ substantially from these estimates. In valuing share-based awards under FAS No. 123(R), significant judgment is required in determining the expected volatility of our common stock and the expected term individuals will hold their share-based awards prior to exercising. We base expected volatility of the stock on our peer group in the industry in which we do business, because we do not have sufficient historical volatility data for our own stock. We determine the expected term of the option based on factors including vesting period, life of option, strike price and fair market value of our common stock on the date of grant. In the future, as we gain historical data for volatility in our own stock and the actual term employees hold our options, expected volatility and expected term may change, which could substantially change the grant date fair value of future awards of stock options and ultimately the expense we record.

We recorded non-cash compensation expense of $0.2 million, $0.3 million and $0.9 million for fiscal 2007, fiscal 2008 and the nine months ended March 31, 2009.

Accounts Receivable

We evaluate the collectability of accounts receivable based on a combination of factors. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, we record a specific allowance against amounts due and, thereby, reduce the net recognized receivable to the amount we reasonably believe will be collected. We record increases to the allowance for bad debt as a component of general and administrative expenses.

Inventory Valuation

At each balance sheet date, we evaluate our ending inventories for excess quantities and obsolescence. This evaluation includes analysis of sales levels by products. Among other factors, we consider historical demand and forecasted demand in relation to the inventory on hand, product life cycles and the number of facilities using our products when determining obsolescence and net realizable value. We adjust remaining balances to approximate the lower of our manufacturing cost or market value. We determine inventory cost on a first-in, first-out basis and include material, labor and manufacturing overhead costs. We may be required to write-down inventory for reasons such as obsolescence, excess quantities and declines in market value below our costs.

Outlook

We expect the following factors to affect our results of operation in future periods. In addition to these factors, please refer to “Risk Factors” for additional information on what could cause our actual results to differ from our expectations.

Industry growth trends.  Our performance depends on the timing and level of spending for our products by each of our customers in each of our five segments. Our success is dependent upon the continued increase in construction activity for new NPPs in Asia and Europe, as well as the operating life extension of plants in Europe, Asia and the United States. We expect defense spending to detect and prevent radiological threats to continue, as well as spending in connection with large-scale public events. The expansion of radiological medical procedures is also providing us with opportunities for continued growth. For discussion of the factors that influence spending on our products, see “Industry.”

Research and development expenses.  We expect our research and development expenses as a percentage of revenue to decrease as we grow our business, focus our engineering activities on customer driven initiatives and benefit from the reduced engineering costs associated with optimized product lines.

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SG&A expenses.  We expect our SG&A expenses as a percentage of revenue to decrease as our business grows and we continue to manage expenses and reduce our amortization expense on an annual basis. The majority of our amortization expenses are in SG&A expenses. We have incurred expenses in the past in connection with the integration of the legacy businesses of which we are comprised, in addition to severance costs associated with our cost reduction efforts. We do not expect these expenses to recur. We also expect to eliminate $1.6 million per year in annual management fees we have paid to ACFS pursuant to an investment banking services agreement that we intend to terminate by making a one-time payment of $8.0 million to ACFS upon completion of this offering. We expect any reduction in our SG&A expenses to be partially offset by expenses we will incur as a result of becoming a reporting company following this offering.

Interest expenses.  We expect that our interest expenses will be reduced in periods following the completion of this offering reflecting the reduced level of our outstanding indebtedness.

Foreign exchange impact.  We are a global company with operations in Canada, China, Finland, France, Germany, the United Kingdom and the United States. Accordingly, currency exchange rates can impact our reported results of operations.

Unamortized debt issuance costs.  We expect to record a non-cash charge associated with the repayment of certain of our indebtedness with a portion of the net proceeds of this offering. This charge will consist of the write-off of unamortized debt issuance costs.

Income taxes.  Despite historical net losses, we have incurred income tax expense for each of the past three fiscal years, as we incur income taxes in various jurisdictions as a result of the global nature of our business and operations. We have only recently completed a comprehensive income tax strategy that will better align our taxes with our operating income (loss). We will begin implementing this new strategy in fiscal 2009.

We have subsidiary net operating loss, or NOL, carry-forwards which we can use to reduce our U.S. tax expense in future periods. These NOL carry-forwards are subject to elimination or reduction in the event of a change of control. We do not expect such a change of control to occur in connection with this offering. However, a future sale of our common stock by ACAS could result in such a change of control.

Amortization costs related to intangible assets.  Our non-cash amortization costs related to intangible assets have been $12.8 million, $12.2 million, $10.1 million, $7.6 million and $6.0 million for fiscal 2006, 2007 and 2008 and the nine month periods ended March 31, 2008 and 2009. Our amortization schedule as of March 31, 2009 is as follows (in thousands):

	Annual
	Amortization
Year Ending June 30,	Expense
2009	$	8,543
2010		6,803
2011		4,990
2012		3,881
2013		2,859
2014 and thereafter		6,095
Total	$	33,171

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Consolidated Results of Operations

The following table summarizes certain items for our consolidated results of operations for fiscal 2006, 2007 and 2008 and the nine months ended March 31, 2008 and 2009 (in thousands, except percentages):

	Year Ended June 30,									Nine Months Ended March 31,
	2006			2007			2008			2008			2009
Revenue:	$	147,148		$	175,361		$	189,933		$	142,013		$	143,541
Cost of revenue:		79,452			97,222			102,871			76,774			79,226
Gross profit:		67,696			78,139			87,062			65,239			64,315
% of revenue		46.0	%		44.6	%		45.8	%		45.9	%		44.8	%
Operating expenses
Selling, general and administrative expenses		68,174			59,792			63,008			45,889			48,933
Research and development expenses		9,726			11,875			14,865			11,134			9,051
Total operating expenses		77,900			71,667			77,873			57,023			57,984
(Loss) income from operations		(10,204	)		6,472			9,189			8,216			6,331
Interest expense, net		20,613			19,068			20,290			14,495			13,752
Other income, net		4,964			786			1,650			1,203			671
(Loss) income before provision for income taxes		(25,853	)		(11,810	)		(9,451	)		(5,076	)		(6,750	)
Provision for income taxes		1,585			6,050			4,546			3,729			1,432
Net loss	$	(27,438	)	$	(17,860	)	$	(13,997	)	$	(8,805	)	$	(8,182	)

Period-to-Period Analysis

As the results of operations of our business are best understood when examined on a segment-by-segment basis, we have more fully described period-to-period changes in the section of this Management’s Discussion and Analysis of Financial Condition and Results of Operation entitled “Segment Results of Operations” rather than in the section immediately below.

Nine Months Ended March 31, 2009 as Compared to the Nine Months Ended March 31, 2008

Revenue

Consolidated revenue for the nine months ended March 31, 2009 was $143.5 million, an increase of $1.5 million, or 1.1%, from revenue of $142.0 million for the nine months ended March 31, 2008. Revenue from sales of dosimeters by our Health Physics segment increased 30.8%, or $8.6 million, principally due to sales into existing NPPs in Asia and the Americas, while sales by our Health Physics segment of contamination & clearance monitors into existing NPPs in the Americas grew 12.4%, or $1.2 million. Revenue recognized for sales by our Radiation Monitoring Systems segment of radiation monitoring systems decreased 24.1%, or $8.7 million, principally due to the timing of customer acceptance of these systems. Revenue in the nine months ended March 31, 2009 was negatively impacted due to foreign currency movements by approximately $6.9 million.

Gross Profit

Consolidated gross profit for the nine months ended March 31, 2009 was $64.3 million, a decrease of $0.9 million, or 1.4%, from gross profit of $65.2 million for the nine months ended March 31, 2008. Gross margin decreased 1.1% to 44.8% for the nine months ended March 31, 2009, primarily due to completion of a lower margin Radiation Monitoring Systems segment contract entered into in a prior period. The decrease in gross profit was primarily due to negative impact of foreign currency movements by approximately $3.2 million.

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Operating Expenses

SG&A expenses for the nine months ended March 31, 2009 were $48.9 million, an increase of $3.0 million, or 6.6%, from $45.9 million for the nine months ended March 31, 2008. This increase was primarily due to an increase in professional fees, principally associated with preparation for our initial public offering, offset by a reduction in compensation expense, as well as an overall reduction of expense due to favorable currency exchange as our expenses in U.S. dollars were positively impacted by weaker foreign currencies, primarily the euro and the British pound.

Research and development expenses for the nine months ended March 31, 2009 were $9.1 million, a decrease of $2.1 million, or 18.7%, from $11.1 million for the nine months ended March 31, 2008. This decrease was primarily due to a decrease in compensation and subcontractor expense due to product rationalization as well as a reduction of expense due to favorable currency exchange as our expenses in U.S. dollars were positively impacted by weaker foreign currencies, principally the euro and the British pound, offset by an increase in supplies and services.

Interest Expense, Net

Interest expense, net for the nine months ended March 31, 2009 was $13.8 million, a decrease of $0.7 million, or 5.1%, from $14.5 million for the nine months ended March 31, 2008. This reduction was primarily the result of the decline in our interest expense on our variable rate instruments as our interest rates tied to LIBOR and EURIBOR declined from the nine months ended March 31, 2008.

Other Income, Net

Other income, net decreased $0.5 million, or 44.2%, to net other income of $0.7 million for the nine months ended March 31, 2009, from net other income of $1.2 million for the nine months ended March 31, 2008. This decrease of net other income was primarily a result of a decrease in foreign exchange gains of $0.4 million.

Income Taxes

We recognized income tax expense of $1.4 million for the nine months ended March 31, 2009, a decrease of $2.3 million, or 61.6%, from the corresponding period of the prior year. This decrease was due to a reduction in foreign income taxes.

Fiscal 2008 as Compared to Fiscal 2007

Revenue

Consolidated revenue for fiscal 2008 was $189.9 million, an increase of $14.6 million, or 8.3%, from revenue of $175.4 million in fiscal 2007. Revenue from detectors sold by our Sensing Systems segment into NPPs increased 33.7%, or $5.2 million, while revenue recognized for electrical penetrations sold by our Sensing Systems segment grew 33.1%, or $4.2 million. Revenue from sales of dosimeters by our Health Physics segment increased 12.5%, or $3.2 million, principally due to sales to NPPs and military forces. Revenue in fiscal 2008 was positively impacted due to foreign currency movements by approximately $11.1 million.

Gross Profit

Consolidated gross profit for fiscal 2008 was $87.1 million, an increase of $8.9 million, or 11.4%, from $78.1 million for fiscal 2007. Gross margin increased 1.3% to 45.8% for fiscal 2008, from 44.6% for fiscal 2007 due to better factory utilization in our Health Physics and Sensing Systems segments. The increase in gross profit was primarily due to the increase in revenue in our Health Physics and Sensing Systems segments. Gross profit in fiscal 2008 was positively impacted due to foreign currency movements by approximately $5.3 million.

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Operating Expenses

SG&A expenses for fiscal 2008 were $63.0 million, an increase of $3.2 million, or 5.4%, from $59.8 million for fiscal 2007. This increase was primarily due to an increase in compensation and benefit cost due to the hiring of the majority of our corporate staff and severance costs due to employee terminations, offset by a reduction in amortization cost and professional fees. SG&A expenses in fiscal 2008 were negatively impacted due to foreign currency movements by approximately $3.3 million.

Research and development expenses for fiscal 2008 were $14.9 million, an increase of $3.0 million, or 25.2%, from $11.9 million for fiscal 2007. This increase was primarily due to an increase in compensation and supplies expense for new projects and products, offset by a decrease in professional fees.

Interest Expense, Net

Interest expense, net for fiscal 2008 was $20.3 million, an increase of $1.2 million, or 6.4%, from fiscal 2007 expense of $19.1 million. The $1.2 million increase was primarily due to increased borrowings to fund our growth.

Other Income, Net

Other income, net increased $0.9 million, or 109.9%, to a net other income of $1.7 million for fiscal 2008, from net other income of $0.8 million for fiscal 2007. This increase in other income was primarily the result of an increase in foreign exchange gains of $0.8 million.

Income Taxes

We recognized income tax expense of $4.5 million for fiscal 2008, versus $6.1 million for fiscal 2007. This decrease of $1.5 million, or 24.9%, was due to a reduction in foreign income taxes.

Fiscal 2007 as Compared to Fiscal 2006

Revenue

Consolidated revenue for fiscal 2007 was $175.4 million, an increase of $28.2 million, or 19.2%, from fiscal 2006 revenue of $147.1 million. This increase was driven by an increase in revenue in our Health Physics segment of $2.5 million, our Radiation Monitoring Systems segment of $14.8 million, our Sensing Systems segment of $6.3 million, our Dosimetry Services segment of $1.6 million and our Imaging Systems segment of $3.1 million. Revenue in fiscal 2007 was positively impacted due to foreign currency movements by approximately $6.9 million.

Gross Profit

Consolidated gross profit for fiscal 2007 was $78.1 million, an increase of $10.4 million, or 15.4%, from $67.7 million for fiscal 2006. Gross margin decreased 1.4% to 44.6% for fiscal 2007, from 46.0% for fiscal 2006. The increase in gross profit was due to the increase in revenue principally as a result of product mix. Gross profit in fiscal 2008 was positively impacted due to foreign currency movements by approximately $3.1 million.

Operating Expenses

SG&A expenses for fiscal 2007 were $59.8 million, a decrease of $8.4 million, or 12.3%, from $68.2 million for fiscal 2006. This decrease was primarily due to a reduction in compensation and benefits expense due to the elimination of certain corporate functions, along with a reduction in professional fees. SG&A expenses in fiscal 2007 were negatively impacted due to foreign currency movements by approximately $1.7 million.

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Research and development expenses for fiscal 2007 were $11.9 million, an increase of $2.1 million, or 22.1%, from $9.7 million for fiscal 2006. This increase was primarily due to compensation and benefit costs associated with an increase in the number of engineers.

Interest Expense, Net

Interest expense, net for fiscal 2007 was $19.1 million, a decrease of $1.5 million, or 7.5%, from fiscal 2006 expense of $20.6 million. The decrease was primarily related to a reduction in PIK preferred stock dividends that were eliminated in connection with our formation.

Other Income, Net

Other income, net for fiscal 2007 was $0.8 million, a decrease of $4.2 million, or 84.2%, from fiscal 2006 other income of $5.0 million. In fiscal 2006, we had a gain for market adjustment of preferred stock and warrants of $6.9 million, offset by a loss of $1.9 million on extinguishment of debt in connection with our formation.

Income Taxes

We recognized income tax expense of $6.1 million for fiscal 2007, compared to $1.6 million for fiscal 2006. This increase of $4.5 million, or 281.7%, was due to our foreign subsidiaries becoming profitable in 2007.

Segment Results of Operations

The following table summarizes certain items for our segments for fiscal 2006, 2007 and 2008 and the nine months ended March 31, 2008 and 2009. The amounts below are in thousands.

	Year Ended June 30,									Nine Months Ended March 31,
	2006			2007			2008			2008			2009
Revenue:
Health Physics	$	51,315		$	53,837		$	60,886		$	39,593		$	50,162
Radiation Monitoring Systems		29,336			44,109			39,253			36,072			27,375
Sensing Systems		22,753			29,049			39,800			29,992			30,929
Dosimetry Services		26,151			27,709			28,807			21,548			21,831
Imaging Systems		17,593			20,657			21,187			14,808			13,244
Total	$	147,148		$	175,361		$	189,933		$	142,013		$	143,541
Operating income:
Health Physics	$	(3,033	)	$	(2,763	)	$	(691	)	$	(5,036	)		2,066
Radiation Monitoring Systems		1,871			6,726			(912	)		4,519			(984	)
Sensing Systems		(132	)		4,110			10,197			7,894			10,042
Dosimetry Services		4,395			5,802			7,729			5,959			5,757
Imaging Systems		(1,079	)		207			1,344			447			974
Unallocated corporate items		(12,226	)		(7,610	)		(8,478	)		(5,567	)		(11,524	)
Total	$	(10,204	)	$	6,472		$	9,189		$	8,216		$	6,331

Health Physics

Nine Months Ended March 31, 2009 as Compared to the Nine Months Ended March 31, 2008

Revenue in our Health Physics segment increased $10.6 million, or 26.7%, to $50.2 million for the nine months ended March 31, 2009, from $39.6 million for the nine months ended March 31, 2008. This increase

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was primarily due to increased dosimeter sales of $8.6 million, principally into existing NPPs in Asia and the Americas, and $1.1 million of increased sales of contamination & clearance monitors, principally into existing NPPs in the Americas. Revenue in the nine months ended March 31, 2009 was negatively impacted by foreign currency movements by approximately $2.6 million.

Operating income in our Health Physics segment increased $7.1 million, or 141.0%, to $2.1 million for the nine months ended March 31, 2009, from $(5.0) million for the nine months ended March 31, 2008. This increase was due to increased gross profit due to increased revenue and lower operating expenses principally arising from our product rationalization efforts. Expenses were positively impacted by foreign currency movements, which partially offset the negative impact of currency movements on revenue.

Fiscal 2008 as Compared to Fiscal 2007

Revenue in our Health Physics segment increased $7.0 million, or 13.1%, to $60.9 million for fiscal 2008, from $53.8 million for fiscal 2007. This increase was attributable to increased dosimeter sales of $2.6 million principally to European militaries to replace existing dosimeters, $2.0 million of increased sales of contamination & clearance monitors, principally into existing NPPs in Europe, and $1.7 million from the sale of detection & identification devices in connection with the 2008 Olympic Games. Revenue in fiscal 2008 was positively impacted due to foreign currency movements in the euro-dollar exchange rate by approximately $5.2 million.

Operating income for our Health Physics segment increased $2.1 million, or 75.0%, to $(0.7) million for fiscal 2008, from $(2.8) million for fiscal 2007. This increase was due to increased gross profit margin due to improved factory utilization and lower material costs, offset by an increase in operating expenses related to professional fees for cost improvement initiatives and severance costs due to employee terminations. Expenses were negatively impacted due to foreign exchange currency movements in the euro-dollar exchange rate.

Fiscal 2007 as Compared to Fiscal 2006

Revenue in our Health Physics segment increased $2.5 million, or 4.9%, to $53.8 million for fiscal 2007, from $51.3 million for fiscal 2006. This increase was primarily attributable to increased revenue during the year of $4.4 million for our contamination & clearance monitors and $2.0 million for detection & identification devices, offset by a reduction in dosimeter revenue of $4.0 million. Revenue in fiscal 2007 was positively impacted due to foreign currency movements in the euro-dollar exchange rate by approximately $2.7 million.

Operating income for our Health Physics segment increased $0.3 million, or 8.9%, to $(2.8) million for fiscal 2007, from $(3.0) million for fiscal 2006. Operating income increased due to the mix of products in revenue, as dosimeters on average have a higher gross margin than contamination & clearance monitors, and an increase in material costs partially offset by a decrease in operating expense.

Radiation Monitoring Systems

Nine Months Ended March 31, 2009 as Compared to the Nine Months Ended March 31, 2008

Revenue in our Radiation Monitoring Systems segment decreased $8.7 million, or 24.1%, to $27.4 million for the nine months ended March 31, 2009, from $36.1 million for the nine months ended March 31, 2008. This decrease was principally due to the timing of customer acceptance of shipped radiation monitoring systems associated with the project nature of our business. Revenue in the nine months ended March 31, 2009 was also negatively impacted due to foreign currency movements by approximately $2.6 million.

Operating income in our Radiation Monitoring Systems segment decreased $5.5 million, or 121.8%, to $(1.0) million for the nine months ended March 31, 2009, from $4.5 million for the nine months ended March 31, 2008. This decrease was principally due to the decrease in revenue while a substantial portion of our costs remained constant. Expenses were positively impacted by foreign currency movements, which partially offset the negative impact on revenue related to currency movements.

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Fiscal 2008 as Compared to Fiscal 2007

Revenue in our Radiation Monitoring Systems segment decreased $4.9 million, or 11.0%, to $39.3 million for fiscal 2008, from $44.1 million for fiscal 2007. This decrease was principally due to timing of customer acceptance of radiation monitoring systems shipped in fiscal 2008 and beyond of $10.7 million, offset by customer acceptance of orders of $4.5 million from projects shipped in fiscal 2006 and fiscal 2007. Revenue in fiscal 2008 was positively impacted due to foreign currency movements in the euro-dollar exchange rate by approximately $4.4 million.

Operating income for our Radiation Monitoring Systems segment decreased $7.6 million, or 113.6%, to $(0.9) million for fiscal 2008, from $6.7 million for fiscal 2007. This decrease was due to the decrease in revenue along with an increase in material costs. Operating expenses also increased due to professional fees for cost improvement initiatives and severance costs due to employee terminations. Expenses were negatively impacted by foreign exchange currency movements in the euro-dollar exchange rate.

Fiscal 2007 as Compared to Fiscal 2006

Revenue in our Radiation Monitoring Systems segment increased $14.8 million, or 50.4%, to $44.1 million for fiscal 2007, from $29.3 million for fiscal 2006. This increase was primarily due to customer acceptance of radiation monitoring systems shipped in fiscal 2005 and fiscal 2006 of $16.0 million. Revenue in fiscal 2007 was positively impacted due to foreign currency movements in the euro-dollar exchange rate by approximately $2.9 million.

Operating income for our Radiation Monitoring Systems segment increased $4.9 million, or 259.5%, to $6.7 million for fiscal 2007, from $1.9 million in fiscal 2006. This increase was due to the increase in revenue, partially offset by a small increase in operating expenses. Expenses in fiscal 2007 were positively impacted due to foreign currency movements in the euro-dollar exchange rate by approximately $2.9 million.

Sensing Systems

Nine Months Ended March 31, 2009 as Compared to the Nine Months Ended March 31, 2008

Revenue in our Sensing Systems segment increased $0.9 million, or 3.1%, to $30.9 million for the nine months ended March 31, 2009, from $30.0 million for the nine months ended March 31, 2008. This increase was principally due to an increase in revenue recognized for new electrical penetrations of $1.6 million, partially offset by a reduction in other replaceable detector revenue of $0.6 million.

Operating income in our Sensing Systems segment increased $2.1 million, or 27.2%, to $10.0 million for the nine months ended March 31, 2009, from $7.9 million for the nine months ended March 31, 2008. This increase was primarily due to increased revenue as well as a decrease in material costs due to declining raw material costs, while operating expenses remained constant.

Fiscal 2008 as Compared to Fiscal 2007

Revenue in our Sensing Systems segment increased $10.8 million, or 37.0%, to $39.8 million for fiscal 2008, from $29.0 million for fiscal 2007. This increase was due to an increase in other replaceable detector revenue of $5.2 million, an increase in revenue recognized for new electrical penetrations of $4.2 million and an increase in sales of replaceable detectors in Canadian heavy water reactors of $1.4 million.

Operating income for our Sensing Systems segment increased $6.1 million, or 148.1%, to $10.2 million for fiscal 2008, from $4.1 million for fiscal 2007. This increase was primarily due to increased revenue on relatively constant operating expense, as well as a decrease in amortization costs.

Fiscal 2007 as Compared to Fiscal 2006

Revenue in our Sensing Systems segment increased $6.3 million, or 27.7%, to $29.0 million for fiscal 2007, from $22.8 million for fiscal 2006. This increase was due to an increase in revenue recognized for new electrical penetrations of $8.9 million, partially offset by a decrease in sales of replaceable detectors in

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Canadian heavy water reactors of $1.5 million and a decrease in other replaceable detector revenue of $1.4 million.

Operating income for our Sensing Systems segment increased $4.2 million, or 3,213.6%, to $4.1 million for fiscal 2007, from $(0.1) million for fiscal 2006. This increase was primarily the result of an increase in revenue as well as a decrease in material costs and operating expenses.

Dosimetry Services

Nine Months Ended March 31, 2009 as Compared to the Nine Months Ended March 31, 2008

Revenue in our Dosimetry Services segment increased $0.3 million, or 1.3%, to $21.8 million for the nine months ended March 31, 2009, from $21.5 million for the nine months ended March 31, 2008. This increase was primarily due to an increase in sales to the small medical practitioner market.

Operating income in our Dosimetry Services segment decreased $0.2 million, or 3.4%, to $5.8 million for the nine months ended March 31, 2009, from $6.0 million for the nine months ended March 31, 2008. This decrease was principally due to increased research and development expenses.

Fiscal 2008 as Compared to Fiscal 2007

Revenue in our Dosimetry Services segment increased $1.1 million, or 4.0%, to $28.8 million for fiscal 2008, from $27.7 million for fiscal 2007. This increase was primarily due to increased business in the nuclear and medical end markets of $0.6 million and growth in sales of dosimeters to the small medical practitioner market of $0.2 million.

Operating income for our Dosimetry Services segment increased $1.9 million, or 33.2%, to $7.7 million for fiscal 2008, from $5.8 million for fiscal 2007. This increase was primarily due to increased revenue as well as a decrease in amortization costs.

Fiscal 2007 as Compared to Fiscal 2006

Revenue in our Dosimetry Services segment increased $1.6 million, or 6.0%, to $27.7 million for fiscal 2007, from $26.2 million for fiscal 2006. This increase was primarily due to recognizing a full year of revenue associated with an acquisition consummated in fiscal 2006, while we only recognized six months of such revenue in fiscal 2006.

Operating income for our Dosimetry Services segment increased $1.4 million, or 32.0%, to $5.8 million for fiscal 2007, from $4.4 million in fiscal 2006. This increase was primarily due to increased revenue as well as a decrease in amortization costs.

Imaging Systems

Nine Months Ended March 31, 2009 as Compared to the Nine Months Ended March 31, 2008

Revenue in our Imaging Systems segment decreased $1.6 million, or 10.6%, to $13.2 million for the nine months ended March 31, 2009, from $14.8 million for the nine months ended March 31, 2008. This decrease was primarily attributable to a decline in our revenue of approximately $1.3 million due to fluctuations in currency exchange rates, as our results in U.S. dollars were negatively impacted by the weaker euro and British pound, as well as a reduction in sales of our high temperature cameras of $0.3 million.

Operating income in our Imaging Systems segment increased $0.6 million, or 117.9%, to $1.0 million for the nine months ended March 31, 2009, from $0.4 million for the nine months ended March 31, 2008. This increase was primarily attributable to a decrease in compensation and facilities expense primarily due to the consolidation of office facilities. Overall operating expenses were positively impacted by the weaker British pound.

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Fiscal 2008 as Compared to Fiscal 2007

Revenue in our Imaging Systems segment increased $0.5 million, or 2.6%, to $21.2 million for fiscal 2008, from $20.7 million for fiscal 2007. This increase was due to an increase in sales of high temperature cameras of $1.1 million, partially offset by a decrease in sales of cameras for the nuclear end market of $0.7 million.

Operating income for our Imaging Systems segment increased $1.1 million, or 549.3%, to $1.3 million for fiscal 2008, from $0.2 million for fiscal 2007. This increase was due to a decrease in operating expenses, partially offset by higher costs for our camera products for the nuclear end market.

Fiscal 2007 as Compared to Fiscal 2006

Revenue in our Imaging Systems segment increased $3.1 million, or 17.4%, to $20.7 million for fiscal 2007, from $17.6 million for fiscal 2006. This increase was due to an increase in sales of high temperature cameras of $3.0 million along with an increase in nuclear cameras of $0.2 million.

Operating income for our Imaging Systems segment increased $1.3 million, or 119.2%, to $0.2 million for fiscal 2007, from $(1.1) million for fiscal 2006. This increase was primarily due to increased revenue for our high temperature cameras, which typically have a higher margin, along with a reduction in material costs, partially offset by an increase in operating expenses.

Liquidity and Capital Resources

We finance our operations primarily through cash provided by operations and our lines of credit. As of March 31, 2009, our principal sources of liquidity consisted of $12.3 million of cash and cash equivalents and $3.7 million available under our revolving credit facilities. A substantial majority of our outstanding debt has been provided by ACAS, our principal stockholder, through senior and junior debt facilities as well as lines of credit. We currently have waivers from ACAS for violations of debt covenants through July 1, 2009. However, we cannot guarantee that any future violations will be waived by ACAS. ACAS has also provided us with substantially all of our equity financing.

The terms of our credit agreements with ACAS require us and our subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a minimum fixed charge coverage ratio (adjusted EBITDA—capital expenditures over cash paid for interest, debt payments, tax payments and management fees), maximum debt to adjusted EBITDA ratio (total debt over adjusted EBITDA), minimum interest coverage ratio (adjusted EBITDA over cash interest expense) and a maximum capital expenditure level.

During the nine months ended March 31, 2009 our cash and cash equivalents increased $3.3 million to $12.3 million. During this time we had cash inflows from operating activities of $7.9 million. This was offset by cash outflows from investing activities of $4.2 million, primarily for the purchase of property, plant and equipment, and financing activities of $1.5 million from borrowings under our revolving credit facilities.

During fiscal 2008, we incurred net cash outflows from investing activities of $3.6 million, primarily for the purchase of property, plant and equipment, and operating activities of $8.3 million. These outflows were offset in part by net cash inflows from borrowings under our revolving credit facilities with ACAS of $10.3 million, as well borrowings under our third-party credit agreements of $4.3 million.

Our principal need for liquidity has been, and will continue to be, for working capital, to pay down debt and for capital expenditures. We believe that our cash flow from operations, available cash and cash equivalents and available borrowings under the revolving portion of our credit facilities will be sufficient to meet our liquidity requirements for at least the next twelve months. However, our ability to make scheduled payments of principal and to pay the interest on, or to refinance, our debt and to fund planned capital expenditures will depend on our future performance. Accordingly, we may be required to raise debt or equity financing, and such financing may not be available on acceptable terms.

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Although we currently have no specific plans to do so, if we decide to pursue one or more significant strategic acquisitions, we may incur additional debt or sell additional equity to finance the purchase of those businesses.

Historical Cash Flows

Cash Flow from Operating Activities

We used $7.8 million in cash flows from operating activities during the nine months ended March 31, 2008 and generated $8.0 million from operating activities during the nine months ended March 31, 2009. The $15.8 million increase in cash provided from operating activities was primarily due to a decrease in costs in excess of billings on uncompleted contracts of $11.1 million, a decrease in accounts receivable of $12.1 million, a decrease in inventories of $8.6 million and an increase in income taxes payable of $4.5 million, which was partially offset by a decrease in accounts payable of $11.2 million, a decrease in deferred contract revenue of $6.8 million and an increase in deferred income taxes of $4.2 million.

We used $12.6 million, $3.7 million, and $8.3 million in cash flows from operating activities in fiscal 2006, 2007, and 2008.

The $4.6 million increase in cash used in operating activities in fiscal 2008 compared to fiscal 2007 was primarily due to an increase in accounts receivable of $14.4 million, an increase in deferred cost of sales of $10.5 million, a decrease in income taxes payable of $8.7 million, an increase in costs in excess of billings on uncompleted contracts of $2.6 million, a decrease in deferred income taxes of $2.0 million and an increase in prepaid expenses and other current assets of $1.6 million, which was partially offset by an increase in deferred contract revenue of $16.7 million, an increase in other liabilities of $8.4 million, an increase in accounts payable of $5.7 million and an increase in accrued expenses and other current liabilities of $5.3 million.

The $8.9 million decrease in cash used in operating activities in fiscal 2007 compared to fiscal 2006 was primarily due to a decrease in accounts receivable of $18.5 million, a decrease in net loss of $9.6 million, an increase in warranty liability of $6.8 million, a decrease in deferred cost of sales of $4.8 million and a decrease in deferred income tax asset of $4.5 million, which was partially offset by a decrease in deferred contract revenue of $21.9 million, a decrease in accrued expenses and other current liabilities of $7.1 million, an increase in receivables pledged to creditors of $2.3 million and an increase in costs in excess of billings on uncompleted contracts of $3.4 million.

Cash Flow from Investing Activities

We used $2.4 million and $4.2 million in cash from investing activities during the nine months ended March 31, 2008 and 2009. The change of $1.8 million was primarily due to cash inflow of $2.8 million from escrow funds during 2008.

We used $4.8 million, $4.6 million and $3.6 million in cash from investing activities in fiscal 2006, 2007 and 2008. The decreased use of cash of $1.0 million in fiscal 2008 as compared to fiscal 2007 was primarily due to cash inflow of $2.8 million from escrow funds during 2008. The decreased use of cash of $0.2 million in fiscal 2007 as compared to fiscal 2006 was primarily due to the purchase of property, plant and equipment in fiscal 2006.

Cash Flow from Financing Activities

We generated $11.7 million in cash flow from financing activities during the nine months ended March 31, 2008 and used $1.5 million in cash flow during the nine months ended March 31, 2009. The decrease of $13.2 million was primarily due to reduced borrowings under our revolving credit facilities.

We generated $18.0 million, $10.2 million and $14.6 million in cash flow from financing activities in fiscal 2006, 2007 and 2008. The increase of $4.4 million in fiscal 2008 compared to fiscal 2007 was primarily

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due to new borrowings under our revolving credit facilities. The decrease of $7.8 million in fiscal 2007 as compared to fiscal 2006 was primarily due to reduced new borrowings under our revolving credit facilities.

Capital Expenditures

We had capital expenditures of $4.8 million, $3.9 million, $5.1 million and $3.8 million in fiscal 2006, 2007 and 2008 and the nine months ended March 31, 2009. The majority of our capital expenditures has been the replacement of existing equipment or the purchase of new equipment to support our continued growth. We have budgeted approximately $7.5 million for capital expenditures in fiscal 2009, of which $3.7 million remains to be spent as of March 31, 2009.

Contractual Obligations and Other Commitments

As of June 30, 2008, our contractual obligations and other commitments were as follows (in thousands):

	Total		2009		2010-2011		2012-2013		Thereafter
Debt obligations(1)	$	183,419	$	9,553	$	12,093	$	161,773	$	0
Operating lease obligations		15,676		3,290		5,815		3,792		2,779
Total	$	199,095	$	12,843	$	17,908	$	165,565	$	2,779

(1) Includes only obligations to pay principal (as described below) and does not reflect the use of net proceeds from this offering. A portion of our debt has a PIK interest feature. As a result, the principal amount of such debt increases on a periodic basis. Also does not include pensions, which are described in Note 11 of our consolidated financial statements.

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Credit Facilities and Long-term Debt

Our credit facilities and long-term debt with ACAS, our principal stockholder, are as follows (in thousands):

				Amount
				Outstanding
	Maturity		Contractual	as of
Credit Facilities and Long-term Debt	Due		Interest Rate (%)	March 31, 2009
Revolving credit facilities:
$20.25 million		July 2011	LIBOR + 4.5%	$	16,550
$14.0 million		July 2011	LIBOR + 5%		13,997
$8.2 million		July 2011	EURIBOR + 2%		8,205
				$	38,752
Senior term notes:
$24.9 million Senior Term B		July 2011	EURIBOR + 3%	$	24,944
$7.5 million Senior Term B		July 2011	LIBOR + 8%		5,080
$2.0 million Senior Term B		July 2011	LIBOR + 8%		1,945
$4.0 million Senior Term C		Oct 2011	LIBOR + 9%		4,000
$4.0 million Senior Term C		Nov 2011	LIBOR + 8.25%		4,000
$27.0 million Senior Term D		Oct 2011	LIBOR + 6.5%		26,056
$15.0 million Senior Term D		Oct 2011	LIBOR + 6.5%		14,475
				$	80,500
Senior subordinated notes:
$7.5 million paid-in-kind		July 2011	14%	$	8,275
$8.6 million paid-in-kind		July 2011	15%		9,605
$12.2 million paid-in-kind		July 2011	EURIBOR + 11%		15,337
				$	33,217
Junior subordinated notes:
$4.3 million paid-in-kind		July 2011	17%	$	5,071
$4.3 million paid-in-kind		July 2011	17%		5,071
$1.25 million paid-in-kind		May 2012	14%		1,379
$4.9 million paid-in-kind		July 2011	EURIBOR + 12%		6,550
				$	18,071
Stockholder loan:
$8.0 million		June 2011	Three-month EURIBOR + 2%	$	8,669
Total notes payable to ACAS				$	179,209

We were in compliance with all of our financial covenants as of March 31, 2009. The credit facilities include customary events of default and affirmative, restrictive and financial covenants that, among other things, require us to maintain certain financial ratios and limit our ability to incur additional indebtedness, create liens, pay dividends, redeem capital stock or make certain other restricted payments or investments, sell assets including capital stock, engage in transactions with affiliates and effect a consolidation or merger. We currently have waivers from ACAS for violations of debt covenants through July 1, 2009. However, we cannot guarantee that any future violations will be waived by ACAS.

We also have a $1.8 million term loan that matures in November 2012 and bears interest at three-month EURIBOR + 1%, as well as a $3.2 million credit line that matures in June 2015 and bears interest at EURIBOR + 1%.

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Recent Accounting Pronouncements

Business Combinations

In December 2007, the FASB issued Statement of Financial Standards No. 141(R), Business Combinations (“FAS No. 141(R)”). This statement changes the accounting for acquisition transaction costs by requiring them to be expensed in the period incurred and also changes the accounting for contingent consideration, acquired contingencies, and restructuring costs related to an acquisition. FAS No. 141(R) is effective for fiscal years beginning on or after December 15, 2008, which is effective for our fiscal year beginning July 1, 2009. The adoption of FAS No. 141(R) is expected to change our accounting treatment for business combinations on a prospective basis beginning in the period it is adopted.

Noncontrolling Interests in Consolidated Financial Statements

In December 2007, the FASB issued Statement of Financial Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (“FAS No. 160”). This statement will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. FAS No. 160 is effective for fiscal years beginning on or after December 15, 2008, and is effective for our fiscal year beginning July 1, 2009. We believe the adoption of FAS No. 160 will not have a material impact on our consolidated financial condition or results of operations.

Fair Value Measurements

In September 2006, the FASB issued Statement of Financial Standards No. 157, Fair Value Measurements (“FAS No. 157”). This statement defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. FAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We have not yet completed our analysis of the impact that the implementation of FAS No. 157 will have on our financial condition or results of operations, but we do not expect the provisions of this statement to have a material impact on our consolidated financial condition or results of operations.

Fair Value Option for Financial Assets and Liabilities

In February 2007, the FASB issued Statement of Financial Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115 (“FAS No. 159”), which permits an entity to measure certain financial assets and financial liabilities at fair value. FAS No. 159 is effective for fiscal 2009. We have not yet completed our analysis of the impact that the implementation of FAS No. 159 will have on our financial condition or results of operations, but we do not expect the provisions of this statement to have a material impact on our consolidated financial condition or results of operations.

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued Statement of Financial Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133. The statement establishes enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities and its related interpretations and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged. The statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. We do not expect the adoption of this statement to have a material effect on our consolidated financial condition or results of operations.

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Qualitative and Quantitative Disclosures about Market Risk

Foreign Exchange Risks

We have foreign currency exposure related to our operations in France, Germany and the United Kingdom, as well as in other foreign locations. This foreign currency exposure arises primarily from the translation or re-measurement of our foreign subsidiaries’ financial statements into U.S. dollars. For example, a substantial portion of our annual revenue and operating costs are denominated in euros, and we have exposure related to revenue and operating costs increasing or decreasing based on changes in currency exchange rates. If the U.S. dollar increases in value against these foreign currencies, the value in U.S. dollars of the assets and liabilities originally recorded in these foreign currencies will decrease. Conversely, if the U.S. dollar decreases in value against these foreign currencies, the value in U.S. dollars of the assets and liabilities originally recorded in these foreign currencies will increase. Thus, increases and decreases in the value of the U.S. dollar relative to these foreign currencies have a direct impact on the value in U.S. dollars of our foreign currency denominated assets and liabilities, even if the value of these items has not changed in their original currency. At present we do not purchase forward contracts as hedging instruments, but may do so as circumstances warrant.

Interest Rate Risks

We are subject to interest rate risk in connection with our long-term debt and our revolving lines of credit. As of March 31, 2009, we had total long-term debt of $179.5 million. Our debt consists of both variable interest rate as well as fixed interest rate debt. As of March 31, 2009, we had $149.8 million of debt with variable interest rates. We swapped approximately $1.8 million of variable debt for a fixed rate of 3.865% that expires in November 2012. A 1% increase in our variable interest rates would increase our annual interest expense and decrease our cash flows and income before taxes by approximately $1.5 million per year.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

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INDUSTRY

We sell our radiation detection, measurement, analysis and monitoring products and services into the global nuclear, defense and medical end markets. We believe that our end markets are characterized by strong fundamentals that support an established revenue base, as well as provide numerous growth opportunities.

Nuclear

The nuclear end market spans the entire nuclear fuel cycle, including mining, enrichment, fuel manufacturing, nuclear power generation, waste management and fuel reprocessing. Key nuclear installations include mines, fuel fabrication facilities, commercial nuclear power reactors, reprocessing facilities, research facilities, military facilities and ships, weapons facilities and waste storage facilities. We sell products and services for use in each of these types of installations, with commercial nuclear power reactors representing the majority of our sales into the nuclear end market.

Increasing Global Demand For Electricity and Nuclear Power

Increasing electricity demand.  The International Energy Agency, or IEA, projects a near doubling of world electricity demand from 2006 to 2030, creating the need for approximately 4,500 GWe of new generating capacity. The IEA projects this increase in electricity demand is expected to be driven by a wide range of global trends including (i) population growth, (ii) increasing standards of living in the developing world, including in China and India and (iii) continued proliferation and commercialization of technologies dependent on the delivery of a reliable electricity supply, such as consumer electronics and information technology.

Increasing demand for nuclear power.  We believe that nuclear energy is the best-positioned alternative to fossil fuels (e.g., coal, natural gas and oil) with the capability to meet electricity demand for base-load, or continuously delivered, electricity production. In addition, increased public concern regarding the effects of greenhouse gas emissions has accelerated interest in reliable, low-emissions alternatives to fossil fuels, such as nuclear power. The use of other renewable energy sources, such as wind and solar power, for base-load generation suffers from issues of intermittency while also requiring major investments to create a transmission grid capable of moving the power from the remote geographic areas where it is generated to consumers, and to adequately manage variable load-shifting requirements. We believe the existing global installed base of nuclear power reactors to be the most cost-effective and reliable source of base-load energy currently available, with relatively low marginal cost of energy production, as compared to fossil fueled generation with higher input cost volatility.

Increased public support for nuclear power also has been augmented by an increasing global desire to reduce dependency on foreign sources of fossil fuels as well as the recognition that nuclear power has maintained a very safe operating track record. Significant regulatory oversight, as well as rigorously enforced safety, quality and inspection protocols, have helped the nuclear industry achieve an excellent safety record. Many governments around the world are adopting policies favorable to nuclear power.

Nuclear Power Global Installed Base

According to the WNA, as of May 2009, there were 436 nuclear power reactors in operation globally. Additionally, there are 45 reactors currently under construction with an additional 112 reactors planned and 276 proposed worldwide. The average expected life cycle of an NPP (which contains one or more reactors), including planning, construction, operation and decommissioning, is between 55 and 80 years, of which the expected operating life is 40 to 60 years.

As of 2008, nuclear power was responsible for approximately 15% of electricity generation globally and substantially more in certain nuclear-intensive countries. As shown in the table below, in 2008, nuclear power provided 76% of the electricity output in France, over 40% in Belgium, Ukraine and Sweden, 36% in South Korea, 28% in Germany, 25% in Japan and 20% in the United States.

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	Percentage of National Electricity Output from
Number of Operational Reactors by Country	Nuclear Power by Country

Source: World Nuclear Association, as of May 2009.

Nuclear power plant re-licensing.  Regulatory authorities worldwide have established timely license renewal processes and requirements to extend plant life in a manner that assures safe operation. In the United States, for instance, the Atomic Energy Act and NRC regulations limit commercial power reactor licenses to an initial term of 40 years, but also permit such licenses to be renewed for up to an additional 20 years. The NRC views the timely renewal of licenses as an important step to ensure an adequate domestic energy supply. Of the 104 nuclear power reactors in operation in the United States as of May 2009, eight are subject to license expiration within the next five years. In the United States, the NRC has approved license renewal for 52 reactors to date, with an additional 20 reactor re-licensings currently under review and 24 more reactor re-licensing applications anticipated. License renewals are generally approved for those plants where the reactor continues to operate at an efficient level and only after any necessary upgrades to the instrumentation & control equipment and systems have been made.

Nuclear power plant up-rating.  NPP up-rating is a licensing, improvement and equipment modification process designed to enhance power output of existing plants by enabling reactors to operate at increased temperature and pressure levels. Utilities have used power up-rates since the 1970s as a way to generate more electricity from existing nuclear plants. In the United States alone, 124 up-rates have been approved by the NRC as of May 2009, resulting in the creation of an additional 5,640 MWe capacity within the existing nuclear footprint. Collectively, these up-rates have added generating capacity at existing plants that is equivalent to more than five new reactors, according to the NRC. In most cases, up-rating activities involve an upgrade of many critical reactor components, including instrumentation & control equipment and systems.

Nuclear power capacity factors.  Increasing the capacity factor of existing plants provides a means of generating more nuclear power without building new reactors. The capacity factor of a power plant is defined as its actual power generation divided by its rated capacity. The average capacity factor for U.S. NPPs was 56% in 1980, but improved substantially to greater than 90% in 2002, according to a 2007 report of the United States Energy Information Administration. Based on this data, we estimate that the increase in capacity factor from 1990 to 2008 was equivalent to the construction of approximately 26 new reactors at 1,000 MWe capacity each. Suppliers providing reliable radiation detection, measurement, analysis and monitoring products and services have played a crucial role in the improvement of capacity factors.

New Nuclear Power Plant Construction

The re-licensing, up-rating and increased capacity factors have helped to improve the output of the existing nuclear power reactor fleet. However, in order to keep pace with increasing demand for nuclear power globally, 45 new reactors are currently under construction, with an additional 112 reactors planned and 276 proposed for future development, as of May 2009.

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We expect strong long-term economic growth in Asia and Eastern Europe to drive the demand for new nuclear power reactor builds, as economic growth and power usage in these regions would require additional power generation capacity. Additionally, the U.S. government has also initiated programs to provide incentives to build new reactors. The Energy Policy Act of 2005, for example, provides a tax credit of 1.8 cents per kilowatt-hour for up to 6 GWe of capacity built before 2021 and also authorizes the Department of Energy to issue loan guarantees worth approximately $18.5 billion for up to 80% of the cost of new nuclear projects.

Worldwide Nuclear Power Reactors

	Nuclear
	Electricity		% of National		Number of Reactors
	Generation 2008		Electricity				Under
Country	(Billion KWh)		Output		Operable		Construction		Planned(1)		Proposed(2)
United States		809		20		104		1		11		20
France		418		76		59		1		1		1
Japan		241		25		53		2		13		1
Russia		152		17		31		8		8		28
South Korea		144		36		20		5		7		0
Germany		141		28		17		0		0		0
Canada		89		15		18		2		3		6
Ukraine		84		47		15		0		2		20
Sweden		61		42		10		0		0		0
China		65		2		11		12		33		80
United Kingdom		53		14		19		0		0		6
Spain		56		16		8		0		0		0
Belgium		43		54		7		0		0		0
Switzerland		26		39		5		0		0		3
Czech Republic		25		25		6		0		0		2
Rest of World		194		N/A		53		14		34		109
Total		2,601		15		436		45		112		276

Source: World Nuclear Association, as of May 2009.

(1)	Planned reactors have approvals, funding or major commitments in place, mostly expected to be in operation within eight years, or with construction well advanced but suspended indefinitely.
(2)	Proposed reactors have specific program or site proposals, with expected operation within 20 years.

Nuclear Decommissioning

Following the useful life of any nuclear reactor, it must be decommissioned and decontaminated. The decommissioning process can take ten years or more to complete, with the facility requiring ongoing radiation detection, monitoring and measurement services throughout this period. Through 2007, 90 commercial nuclear power reactors and 250 research reactors had been retired from operation globally.

Other Nuclear Facilities

According to the WNA, there are more than 280 operational nuclear research reactors in 56 countries, with more under construction, as of March 2009. Most of these reactors reside on university campuses and are used for research and training, materials testing, medicine and industrial functions. Additionally, the WNA estimates that, as of March 2009, approximately 150 maritime vessels, primarily naval submarines, are powered by more than 220 nuclear reactors. Although not used for commercial power generation, these

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facilities require similar levels of radiation detection, measurement, analysis and monitoring products and services as commercial reactors.

Defense

Our global defense end market is driven by a combination of military, civil defense and event-driven security spending. The proliferation of global security threats has reached unprecedented levels, driven by an unstable geopolitical climate, the emergence and expansion of terrorist organizations and the proliferation of radiological and nuclear technologies. Taken together, these threats have the potential to cause significant human casualties and economic loss. As a result, militaries, civil defense and other security organizations have bolstered investment in the prevention and detection of radiological threats as well as in technologies capable of detecting and monitoring radiation levels in the aftermath of radiological attack.

Militaries throughout the world utilize radiation detection technologies for troop security. Spending on personnel protection and detection of radiological threats is a high priority for both NATO and non-NATO militaries and, as such, has led many countries to provide dosimeters to military personnel on a standard-issue basis. We believe that spending on these technologies will remain a high priority among armed forces globally.

Spending within the global civil defense, or homeland security, market has rapidly expanded in recent years based on increased threats presented by terrorist organizations. As a result, civil defense, first responder and other security organizations have invested in technologies and services designed both to protect civil defense personnel, civilians and domestic infrastructure from radiological threats and to detect and monitor radiation levels following a radiological incident, such as the release of a nuclear or other radiological device. In addition, homeland security organizations are increasingly focused on enhancing radiological detection capabilities at critical points of entry, such as airports, ports and borders. Within the United States, for example, the Domestic Nuclear Detection Office, or DNDO, was created within the Department of Homeland Security to implement a comprehensive inter-agency system to detect, report, and respond to nuclear or radiological threats. The 2009 DNDO budget request was $563.8 million, representing a 17% and 16% increase from the enacted 2007 and 2008 levels.

Additionally, large-scale public meeting events have greatly increased security measures at facilities, including rapid adoption of radiological detection technologies to address the increased threat of radiological attacks, due to their profile as high visibility targets. For example, the Olympic Games increased its security spending ten-fold from $180 million for the 2000 Sydney summer games to $1.9 billion for the 2008 Beijing summer games. We believe security spending at the Olympic Games and other public events and venues will continue to expand and increasingly incorporate radiological detection capabilities as a necessary component of crowd and facility security solutions.

Medical

Nuclear and radiological medical technologies are used for diagnostic and therapeutic procedures. These technologies provide highly accurate, cost-effective and less invasive alternatives compared to traditional techniques. Procedures where radiation exposure is most prevalent include radiodiagnostic procedures, such as x-rays and computed axial tomography (CAT) scanning, as well as radiotherapeutic procedures, such as external linear accelerator therapy, gamma knife stereotactic radiotherapy and brachytherapy. Medical imaging improves diagnosis and treatment of a variety of illnesses and conditions, including cancer, stroke, heart disease, trauma, sports injury, and abdominal and neurological conditions. According to the WNA, as of May 2009, there are over 10,000 hospitals worldwide using radioisotopes in medicine, with about 90% of the procedures for diagnostics. There are approximately 37 million nuclear medicine procedures performed per year globally, with the United States and Europe accounting for approximately 18 million and 10 million procedures per year.

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As a result of the proliferation of radiological medical technologies, hospitals, clinics and other medical facilities rely on dosimetry systems and services to ensure the safety of both medical personnel and patients. The proliferation of nuclear and radiological medical technologies coupled with increased use of radiological medical procedures have increased the market for radiation detection and monitoring products and services. The WNA estimates that the use of radiopharmaceuticals in diagnosis continues to grow at over 10% per year.

Other

Other end markets include industrial facilities such as cement kilns, pulp and paper mills and coal/gas fired power boilers that utilize high-temperature industrial processes. These high-temperature processes are critical to plant operation and must be accurately monitored to ensure optimal operating conditions. Imaging equipment capable of withstanding the high temperatures and environmental conditions found in these facilities is employed to monitor and optimize process efficiency. Similar to the products employed in NPPs, these imaging systems require routine replacement or upgrades.

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BUSINESS

Business Overview

We are a leading global provider of radiation detection, measurement, analysis and monitoring products and services to the nuclear, defense and medical end markets. Our customers rely on our solutions to protect people, property and the environment from nuclear and radiological hazards. Our products and services include: dosimeters; contamination & clearance monitors; detection & identification instruments; radiation monitoring systems; electrical penetrations; reactor instrumentation & control equipment and systems; dosimetry services; imaging systems; and related accessories, software and services. Many of our end markets are characterized by the need to meet rigorous regulatory standards, design qualifications and operating requirements. We believe these industry dynamics create substantial barriers to entry, thereby reinforcing our leading market position. We have successfully leveraged the strength of our nuclear platform to expand the commercial applications of our technologies to defense and other end markets. The diversity of our end markets and the global nature of our customer base are illustrated in the charts below:

Fiscal 2008 Revenue by End Markets	Fiscal 2008 Revenue by Geography
Fiscal 2008 Revenue: $189.9 Million

For more than 50 years, we have delivered products and services that help ensure the safe and efficient operation of nuclear facilities. We believe the breadth and proven performance of our solutions support our longstanding strategic customer relationships across diverse end markets. Our products and services have been sold directly and indirectly to a variety of end-use customers including, but not limited to, all of the U.S. nuclear power producers, 387 of the global installed base of 436 active nuclear power reactors, many of the leading reactor design firms, 17 of the 28 NATO militaries, numerous international government and supranational agencies, as well as medical service providers and industrial companies worldwide.

Our broad product and services portfolio of radiation detection, measurement, analysis and monitoring solutions is supported by our research and development organization of 159 scientists, engineers and technicians, who represented approximately 19% of our workforce as of June 30, 2009. We possess numerous product qualifications, trade secrets and patents that support our market position and our ability to deliver next generation products and services. In addition, we maintain design, manufacturing and sales capabilities across seven countries, enabling us to capitalize on growth opportunities, including the anticipated increase in demand for nuclear power and the ongoing spending for defense and homeland security.

Our financial performance is driven by the replacement of products and the recurring provision of services into our core end markets, as well as the construction of new NPPs globally. Many of our products are ordered well in advance of the anticipated shipment date, providing visibility into future revenue through our backlog and deferred revenue, which were $187.5 million and $44.1 million as of March 31, 2009. We generated revenue of $189.9 million, Adjusted EBITDA of $32.3 million and a net loss of $14.0 million for fiscal 2008. See page 8 for a definition and reconciliation of Adjusted EBITDA to net income.

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Our Market Opportunity

We believe that significant opportunities for growth exist within each of our primary end markets.

Nuclear

Our legacy in the nuclear industry positions us to capitalize on the growth in demand for radiation detection, measurement, analysis and monitoring products and services in each phase of the nuclear life cycle, as outlined in the chart below.

We believe the following dynamics support the sustainability of our existing business and will drive new sources of organic growth.

Predictable upgrade, replacement and retirement cycles.  Our radiation detection, measurement, analysis and monitoring products and systems have predictable life spans, typically ranging from four to 25 years. Our complex monitoring systems typically require at least one comprehensive upgrade during their useful life to optimize their functionality. In addition, many of our products require replacement parts, components and service due to normal wear during their useful lives.

Aging installed base.  The existing global installed base of nuclear reactors has an average age of 25 years. This aging installed base requires frequent product replacements and upgrades over an operating life cycle that generally ranges from 40 to 60 years. Furthermore, as reactors reach the end of their useful lives, the onset of a multi-year “decommissioning” process represents a further revenue opportunity in the reactor life cycle for our products.

Large installed base of “orphaned” products and systems.  Most currently operating reactors were commissioned prior to 1990. Operators of many aging NPPs often must consider new suppliers to meet their detection needs as many of the suppliers of legacy radiation detection, measurement, analysis and monitoring systems no longer service the nuclear industry.

Reduction in trade barriers.  Historically closed markets, such as India, have recently opened due to enhanced globalization and free trade.

Dosimetry outsourcing.  NPPs have historically managed the majority of their dosimetry service requirements internally. However, the cost benefits of outsourcing these services have become increasingly attractive to NPP operators as they focus on improving profitability and enhancing service.

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New build opportunity.  We expect the increase in the installed base of nuclear reactors worldwide to provide opportunities across our offerings. The nuclear industry is experiencing robust growth in activity related to new reactor build. As of May 2009, there were 45 reactors under construction, 112 planned and 276 proposed, according to the WNA. The first phase of this “nuclear renaissance” is occurring internationally and our global footprint positions us to capitalize on these opportunities. Since the early stages of reactor development generally represent more than 20% of our revenue opportunity over the life cycle of a reactor, we are positioned to benefit from increased global reactor construction. In addition, as new plants are added to the global nuclear fleet, we believe our recurring revenue opportunity associated with replacements, spares, software, services and system upgrades should continue to increase. There is also support to build new nuclear power reactors in the United States, including federal government incentives, the need to meet long-term energy demand with reduced CO₂ emissions and an increased focus on energy self-sufficiency.

Defense

Focus on military personnel.  Global militaries must contend with radiological threats and the difficulties of protecting soldiers and monitoring areas of enemy engagement. The combination of our active dosimeters and telemetry technology provide a differentiated solution that addresses the radiation detection needs of modern militaries.

Increased civil defense spending on radiation detection.  Civil defense and homeland security organizations are focused on preventing the illicit transportation of radiological materials across borders. The commercial application of our radiation detection expertise positions us to benefit from government spending on detection technologies.

Enhanced event specific security.  The visibility of high profile events and venues has increased their value as targets of terrorist activity. In response, security spending at events, such as the Olympic Games, has increased substantially, as has the utilization of radiation detection technology, providing an expanding market opportunity for our products.

Medical

Radiological procedure growth.  The use of radiodiagnostic and radiotherapeutic procedures is expanding globally due to aging population demographics, technological advancements and emerging middle classes in China and India. As the use of radiological procedures increases in the medical industry, so does our associated market opportunity.

Dosimetry outsourcing.  In some regions outside the United States, dosimetry services for health care practitioners historically have been provided by government agencies. We believe that more government agencies are outsourcing dosimetry services to private providers due to favorable cost dynamics in some regions, such as Europe. This provides a market opportunity where we can leverage our technical expertise and North American service experience to expand into other regions.

Our Competitive Strengths

We believe that the following competitive strengths will enable us to maintain our leadership position and capitalize on growth opportunities in our end markets:

Trusted radiation detection, measurement, analysis and monitoring provider.  The nuclear industry is highly regulated and requires compliance with strict product specifications. Our track record in the nuclear end market enables us to gain market share across our product and service offerings. We have served the radiation detection, measurement, analysis and monitoring needs of our customers for over 50 years, having developed trusted, recognized brands supported by our tradition of technical excellence, product reliability and customer service. In addition, we have leveraged our detection expertise to commercialize applications for the defense and medical end markets. In the defense market, our products serve as critical components of personnel protection for military and civil defense applications around the world while our medical products and services support important reporting and measurement requirements for medical personnel.

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Broad and complementary product and service portfolio.  We are one of the only companies that offers radiation detection, measurement, analysis and monitoring products and services to satisfy customer requirements throughout the NPP life cycle. Our comprehensive product line supports virtually all radiation detection and monitoring needs associated with the nuclear, defense and medical end markets. As a result, we believe that we have consistently gained market share as some of our key customers rationalize their supply chain. Furthermore, our portfolio provides us with a natural opportunity to cross-sell our products and services to our customers. For example, our relationships developed through sales of dosimeters led us to win a recently announced contract to supply radiation monitoring systems and electrical penetration adaptors to Ringhals NPP in Sweden.

Large installed base driving recurring revenue.  We possess longstanding customer relationships in all of our end markets. As of March 31, 2009, our products were installed at 387 of the 436 active nuclear power reactors globally, which have an average age of 25 years. This installed base drives recurring revenue through replacement and service cycles associated with our offerings and the typical 40 to 60 year operating life cycle of an NPP. The length and quality of supplier relationships are important customer buying criteria due to high switching costs and the importance of proven product reliability. In addition, we maintain relationships with global military and government organizations that value operating longevity and technological expertise. For example, our products have been sold to 17 of the 28 NATO militaries as well as the U.S. Departments of Energy, State, Defense and Homeland Security. Our customers’ focus on personnel protection drives their recurring expenditures on service, recalibration and product upgrades in our defense end market.

Technical leadership creates high barriers to entry.  Across our end markets, we design our products to meet demanding customer specifications, qualifications and regulatory requirements. In many circumstances, we design our products to be compatible with highly complex facilities and operate effectively in harsh environments. Reliability is critical for our safety-related products since a product failure may cause an unplanned nuclear power reactor shutdown resulting in costs that may exceed $1.0 million per day.

Global footprint designed to meet local customer needs.  Our global footprint, augmented by our established network of suppliers and distributors, enables us to be responsive to our customers and provide locally customized solutions. We operate facilities in seven countries, accommodating the desire of certain of our customers to procure products and services from local providers. Sales outside of the United States and Canada accounted for 63.8% of total revenue for fiscal 2008. We believe that our established global infrastructure provides a scalable platform to meet the growing worldwide demand for our products and services.

Seasoned management team complemented by highly skilled engineers.  We are led by an experienced management team with a mix of private sector and government experience across different industries and functions. Our five divisional presidents have an average tenure of over 20 years in the nuclear industry. Our management team has successfully integrated the legacy businesses of which we are comprised, and has positioned us as a global leader in radiation detection, measurement, analysis and monitoring. Our senior management team is complemented by a team of 159 scientists, engineers and technicians. A number of our employees are participants in international and U.S. standards setting organizations related to radiation detection in the nuclear, defense and medical end markets. Through these activities, we help define the setting of standards and preview changes that impact our products, customers and end markets.

Our Strategy

Our objective is to continue enhancing our position as a leading provider of radiation detection, measurement, analysis and monitoring products and services for the global nuclear, defense and medical end markets. We intend to achieve this through the following strategies:

Exploit under-penetrated market opportunities.  We believe that we can exploit historically under-penetrated segments of our end markets by leveraging our leadership positions across our major product categories. For example, we have leveraged our market-leading position in active dosimetry in the North American nuclear market to increase sales of our contamination & clearance monitors, as evidenced by the

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sale of over 100 whole body contamination monitors to Bruce Power L.P., a large Canadian nuclear power generating company.

Expand addressable market.  We believe that substantial opportunities exist for us to expand our addressable market by marketing our products and services to customers in new geographic regions; providing products and services to customers moving to an outsource model; entering markets where the government is privatizing services; and introducing new applications for existing technologies.

•  Geographic expansion.  Although we sold products and services to customers in over 60 countries between fiscal 2006 and 2008, there remain international markets where we believe we can increase our presence. One such market is India, where we intend to leverage our relationships with leading reactor design firms to capitalize on the opening of the nuclear end market to U.S. firms due to a recent treaty ratification. Other markets for expansion include the Middle East, Eastern Europe and the former Soviet Union, where we intend to increase our presence by leveraging relationships with local partners.

•  Customer outsourcing.  We believe we will continue to capitalize on customer outsourcing within the nuclear end market. Within the United States, several NPP operators have recently outsourced their dosimetry services in order to reduce costs. We have been able to benefit from economies of scale as well as advantages in materials procurement and processing technology to provide enhanced dosimetry services to many of these NPPs at a lower cost.

•  Service privatization.  In regions outside the United States, dosimetry services have historically been provided by government agencies. However, privatization of dosimetry services is accelerating in some regions, such as Europe, as providers seek to reduce costs and benefit from enhanced service offerings, providing an opportunity to leverage our expertise and North American service experience.

•  New applications for existing technologies.  A portion of our development effort is focused on adapting existing technologies to alternative applications. For example, in response to market demand, we adapted our proprietary fiber-optic detector technology used in our TwoStep-Exit whole body monitor designed for the nuclear end market to create the HandFoot-Fibre hand and foot monitor designed for both the nuclear and medical end markets.

Develop new products and services.  We believe that significant near-term opportunities exist for us to develop new products and services by capitalizing on our understanding of our customers’ needs and requirements. For example, we developed our proprietary fiber-optic technology that is used in certain of our contamination & clearance monitors through consultation with existing customers. This technology is attractive to customers because, unlike conventional contamination & clearance monitors, its detection functionality does not require a gas supply, thus reducing maintenance and total life cycle costs for end users. This technology recently helped us secure a sale for installation in two Russian utilities.

Continuously improve our cost structure and productivity.  As we continue to grow our business, we have implemented a coordinated program of ongoing operating improvements, such as rationalizing costs, optimizing our product portfolio, minimizing working capital requirements, as well as reducing the use of subcontractors, that we believe will permit us to improve our operating margins. We will continue to actively pursue other continuous improvement initiatives through programs across all of our operating segments.

Pursue strategic acquisitions.  We have successfully integrated acquisitions to augment our organic growth. We were formed by the merger of GDS, IST and Synodys, each of which was a leader in its field. Since our formation, we have effectively integrated these businesses, creating a global leader in radiation detection, measurement, analysis and monitoring. We intend to further complement our organic growth with selective acquisitions that enhance our existing products and services, strengthen our position with existing customers and enable us to expand into new markets.

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Our Segments

Our segments correspond to our five operating divisions: Health Physics, Radiation Monitoring Systems, Sensing Systems, Dosimetry Services and Imaging Systems.

Health Physics

The Health Physics division encompasses three major product lines focused on detecting radiation and protecting individuals from hazardous exposure. The dosimeters, contamination & clearance monitors, and detection & identification equipment have applications across the nuclear, defense and medical end markets. The products in our Health Physics division are summarized below:

Product Category	End Markets	Applications	NPP Life Cycle Phase	Products
Dosimeters	•   Nuclear •   Defense •   Medical	Pager-sized personnel monitors which monitor radiation dose rate and cumulative dose, along with readers, telemetry, software and other accessories	•   Plant operation •   Recommissioning •   Decommissioning •   Waste management	•   Active dosimeters •   Passive dosimeters •   Readers •   Calibrators •   Dosimetry software •   Telemetry systems •   Accessories •   Software •   Services
Contamination & Clearance Monitors	•   Nuclear •   Defense •   Medical	Stationary systems designed to detect radioactive contamination of people, waste, tools, laundry, vehicles and cargo	•   Plant operations •   Recommissioning •   Decommissioning •   Waste management	•   Body monitors •   Waste chambers •   Tool monitors •   Laundry monitors •   Vehicle monitors •   Accessories •   Software •   Services
Detection & Identification Devices	•   Nuclear •   Defense •   Medical	Hand-held and fixed devices used for detecting and locating ionizing radiation sources and/or spectroscopically identifying the active radioisotopes	•   Plant operations •   Recommissioning •   Waste management	•   Survey meters •   Handheld identifiers •   Spectroscopic portal monitors •   Accessories •   Software •   Services

Dosimeters

Our dosimeter product line, which measures ionizing radiation dose, consists of both active and passive dosimeters. Active dosimeters detect and measure radiation levels in real time and provide warnings if the dose rate or cumulative dose exceeds specific thresholds. Passive dosimeters are worn by personnel and monitor cumulative radiation dosage.

Our active dosimeters are most often utilized in NPP and defense environments. Active dosimeters are typically pager sized, and may be worn or fix-mounted, with some models having wireless capabilities. We

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generally sell our dosimeters as part of larger systems, which often include readers, software, telemetry and other accessories.

Our active dosimeters have an average lifespan of approximately seven to ten years, depending on the usage and environment. Replacement cycles can vary by country, depending on the applicable regulatory regime or customer practices. This provides recurring revenue opportunities as customers must replace and upgrade components during this timeframe. In addition, as companies upgrade their dosimeters, they often purchase upgraded readers, software, services and accessories.

We believe we are a global leader in providing active dosimetry products and services to the nuclear end market. Over 68% of operating NPPs in the United States use our active dosimetry products and services. In addition, sales to the defense end market constitute a significant portion of our active dosimeter revenue. For example, 17 of the 28 NATO militaries have purchased our active dosimeters. We designed our military dosimeter to be flash-dose capable, enabling the device to effectively measure radiation dose following a nuclear event. Also, civil security forces in various countries, including first responders from France, Italy and the United States, use our active dosimeters to assess radiological risk.

We also sell passive dosimeters, which are worn by nuclear, defense and medical and industrial workers with the potential to be exposed to radiation. As with active dosimeters, we typically sell passive dosimetry equipment as a system, consisting of dosimeters, readers, accessories and software.

Contamination & Clearance Monitors

Our contamination & clearance monitors include products that detect alpha, beta, gamma and/or neutron contamination of objects of various sizes and types, from people to trucks. We have a wide range of products, ranging from small tool monitors to whole body monitors for personnel, to large portal monitors for vehicles and cargo. Our monitors utilize gas, inorganic or plastic scintillators with fiber-optic technology to detect radioactive contamination. Our patented fiber-optic technology is differentiated in the market because its detection functionality does not require a gas supply, thus reducing maintenance and total life cycle costs for end users.

In the nuclear end market, our monitors are used to screen personnel, their clothing and tools, as well as vehicles entering and exiting reactor sites. In the defense end market, our products are used for homeland security applications to screen people, luggage, vehicles and cargo transiting a port or border. In the medical end market, our monitors are used to screen the hands and feet of nuclear medicine workers in hospitals and are used in the steel industry to screen scrap metal for radioactive contamination.

Detection & Identification Devices

We provide a suite of devices that detect, locate and identify radioactive isotopes. These are typically handheld or fixed devices and can also be integrated into more complex mobile systems. For example, our SPIR Ident product has been incorporated into both military vehicles and helicopters. These detection & identification devices distinguish themselves through their high level of sensitivity and their capacity to distinguish between different radioisotopes using spectroscopy identification algorithms.

For this reason, these devices are typically used in the defense end market. In homeland security and military environments, these devices are used to rapidly identify potential radiological threats originating from dangerous nuclear material, while distinguishing such threats from naturally occurring radioactive materials and medical isotopes.

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Radiation Monitoring Systems

Our Radiation Monitoring Systems division supplies fixed and mobile systems consisting of sensors, displays, control electronics and software which are used for barrier leak control, effluent release monitoring, radiation protection of workers, operational process monitoring and post event monitoring in nuclear installations. The products in our Radiation Monitoring Systems division are summarized below:

Product Category	End Markets	Applications	NPP Life Cycle Phase	Products
Radiation Monitoring Systems	•   Nuclear	Systems consisting of sensors, displays, control electronics and software which are used for barrier leak control, effluent release monitoring, radiation protection of workers, operational process monitoring and “post event” monitoring in NPPs, nuclear fuel cycle industry, reactors and military installations	•   Construction •   Plant operation •   Recommissioning •   Decommissioning •   Waste management	•   Alpha, beta, gamma, and neutron sensors •   Channels for monitoring: volume contamination (particulates, iodine, gas and liquids); dose rates (gamma and neutron); and neutron flux •   Fixed and mobile instrumentation skids •   Display and control electronics •   Accessories •   Software •   Services

We believe we are a leading provider of radiation monitoring systems globally, with particularly strong positions in Europe and Asia. We sell fully integrated systems that transmit data to a central computer that tracks radiation levels continuously throughout the plant. To accompany these systems, we also supply proprietary software, which allows operators to monitor trends, alarm levels, historical incident files and status reports.

Within a typical nuclear reactor, a radiation monitoring system consists of between 40 and 120 sensors and a similar number of processing and display units, all of which are generally networked to a central control system. Safety-critical components are subject to qualifications which are time consuming and expensive to obtain. Qualification of our products by customers requires close cooperation by us with the customer and substantial technical expertise, sometimes requiring a multi-year process and substantial expenditures of funds in advance of customer orders.

Radiation monitoring systems are typically installed in nuclear facilities during construction, and they are replaced or upgraded upon life extensions or reactor upgrades. The expected life for a radiation monitoring system is 15 to 25 years, depending on the usage and environment, necessitating a significant upgrade of equipment at least once during a nuclear facility’s useful life. Replacement cycles can vary by country, depending on the applicable regulatory regime or customer practices. This provides recurring revenue opportunities as customers must replace and upgrade components and services during this timeframe.

The decommissioning of an NPP, which can take over ten years, also requires radiation monitoring systems. Typically, a larger deployment of mobile monitors is required during the decommissioning process than in normal NPP operations. The new construction, operation and decommissioning phases of the NPP life cycle each provide opportunities for sales of our radiation monitoring systems.

Radiation monitoring systems are also prevalent in the nuclear fuel cycle industry, spanning fuel fabrication, reprocessing and storage. These systems are used in many types of accelerators, including medical positron emission tomography and high-energy particle accelerators and can also be used in the operation and monitoring of nuclear military installations.

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Sensing Systems

Our Sensing Systems division provides products that facilitate reactor control, safety and containment structure integrity. These products meet proprietary reactor design qualifications and are essential to the safe and efficient operation of a reactor. The products in our Sensing Systems division are summarized below:

Product Category	End Markets	Applications	NPP Life Cycle Phase	Products
Electrical Penetrations	•   Nuclear	Conduit systems that are used to pass electrical and fiber-optic lines through the containment structure of an NPP, without compromising the pressure or radiological integrity of the structure	•   Construction •   Recommissioning	•   Electrical penetrations containment assemblies •   Temperature sensors •   Instrumentation seals •   Thermowells •   Explosive valves
Reactor Instrumentation & Control Equipment and Systems	•   Nuclear •   Defense	Sensors and electronics designed to monitor radiation and temperature within a reactor core and in surrounding areas to facilitate safe and efficient reactor operation	•   Construction •   Plant operation •   Recommissioning	•   In-core detectors •   Ex-core detectors •   Control electronics

Electrical Penetrations

Electrical penetrations are conduits through a nuclear reactor containment structure. Our penetrations allow wiring for electrical and optical signals to pass safely through the containment structure wall, while maintaining the integrity of the wall and not permitting radiation or pressure to escape. Containment structures consist of concrete walls that can extend up to fourteen feet in thickness with a stainless steel liner designed to contain radioactive emissions in a confined space. The containment wall is the primary safety barrier in the reactor.

Our electrical penetrations enable the supply of power for safety systems as well as the reception of signals from neutron flux detectors, radiation monitoring detectors, cameras and other control surveillance devices. Typically, a nuclear reactor has 40 to 70 major electrical penetrations with up to 12,000 individual electrical connections, or feedthroughs.

We believe we are a leader in electrical penetrations. As with radiation monitoring systems, electrical penetrations must be qualified. Our electrical penetrations have been qualified for installation in most major reactor designs by reactor design firms and the major utilities.

As a critical component of reactor design, electrical penetrations provide us with increased visibility into new plant builds. Our leading position in electrical penetrations provides us with cross-selling opportunities for other products, such as detectors, radiation monitoring systems, imaging systems and contamination & clearance monitors.

Reactor Instrumentation & Control Equipment and Systems

We believe we are one of the global leaders in reactor instrumentation & control equipment and systems. Our reactor instrumentation & control detectors are used in nuclear facilities to monitor radiation and temperature within a nuclear reactor core (“in-core” detectors) and in surrounding areas (“ex-core” detectors). Our detectors measure the distribution of neutron/gamma flux and temperature both in, and adjacent to, a reactor core and are critical components to maintaining the efficient and safe operation of a reactor. Our detectors generate a signal, giving a precise measurement of the radiation flux, which contributes to safe and efficient reactor operation.

As with radiation monitoring systems and electrical penetrations, these detectors must be qualified. Our reactor instrumentation & control detectors are qualified for all major reactor designs. Once a qualification is

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obtained and a contract is awarded, the supplier is well positioned for replacement revenue due to the high switching costs involved in qualifying new products and services from other suppliers.

Reactor instrumentation & control detectors are typically installed in nuclear facilities during construction and are replaced or upgraded regularly. The expected life of a detector can range from four to 25 years, depending on the type of detector and the operating environment. This provides recurring revenue opportunities as customers must replace and upgrade components during these timeframes. In addition, there are opportunities to provide more comprehensive upgrades of reactor instrumentation & control detector systems in certain existing reactors to facilitate up-rating.

Dosimetry Services

Our Dosimetry Services division provides an official “dose of record” to employers of radiation workers. The services in our Dosimetry Services division are illustrated below:

Product Category	End Markets	Applications	NPP Life Cycle Phase	Products
Dosimetry Services	•   Nuclear •   Defense •   Medical	An information service, which provides environmental radiation monitoring services as well as an official dose of record to employers and occupationally exposed employees	•   Plant operation •   Decommissioning •   Waste management	•   Extremity, whole body, eye, environmental and fetal monitoring reports •   Online applications for dosimetry data management •   Consulting services

At the request of employers, we provide cumulative dose monitoring services to personnel at nuclear installations, research labs, government agencies, hospitals, dental offices, veterinary offices and other medical facilities where there is a potential for radiation exposure. Government regulations and industry guidelines (e.g., OSHA, NCRP, ANSI, IAEA) often require these individuals to wear dosimeters to monitor their radiation dose. We provide our customers with services such as cumulative dose reports and data management. We believe we are a leader in the provision of dosimetry services to the U.S. nuclear power market.

Our service uses film, thermoluminescent and track-etch dosimeters. Each of these has distinct characteristics that make them suitable for specific applications and customer types.

Dose is calculated algorithmically using filtering mechanisms to customize the dosimeter response for the type of radiation and potential exposure. Each dosimeter is identified to provide a chain of custody throughout the service cycle. We ship the dosimeters to the customer, whose personnel wear them for intervals ranging from one month to one year. As the wear period nears its end, we send the customer a new set of dosimeters, and the customer returns the original dosimeters to us for processing. After processing, we report dose information to the customer in a format that complies with relevant governing standards or regulations. Reports generally take seven to ten business days to process and document each wearer’s current wear period dose, quarter-to-date dose, year-to-date dose and lifetime dose.

In fiscal 2008 over 90% of our dosimetry services customers, representing 66% of our dosimetry services revenue, pre-paid their annual subscriptions. In the nine months ended March 31, 2009, over 90% of our dosimetry services customers, representing 65% of dosimetry services revenue, pre-paid their annual subscriptions.

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Imaging Systems

Our Imaging Systems division is a leader in the sale of highly specialized closed circuit camera systems used for inspection and surveillance in difficult and hazardous environments. The products in our Imaging Systems division are illustrated below:

Product Category	End Markets	Applications	NPP Life Cycle Phases	Products
Imaging Systems	•   Nuclear •   Other	Nuclear: imaging systems for nuclear fuel handling, control, monitoring and inspection; reactor vessel maintenance; underwater surveillance; tank and vessel inspection; and cameras for remotely operated vehicles High-temperature: kiln viewing and recovery boiler monitoring	•   Construction •   Plant operation •   Recommissioning •   Decommissioning •   Waste management	•   Radiation hardened surveillance and inspection cameras •   Video management and control systems •   Lighting systems •   Telemetry control units •   Thru-wall endoscopes •   High temperature cameras with pyrometry •   Software

We have designed our imaging systems to operate in nuclear installations, with many of our cameras being radiation “hardened,” allowing them to operate in the high levels of radiation frequently found in these installations. We supply cameras for all stages of the nuclear life cycle, from construction through operation, to decommissioning and waste management. Our products are used in NPPs, nuclear reprocessing plants and waste management facilities. For example, our cameras are used during refueling shutdowns for inspecting the integrity of critical structures in nuclear reactors.

Our products are also designed for use in high temperature environments, such as pulp and paper recovery boilers, gas or coal-fired power boilers and cement kilns. In these environments, our cameras provide real time video as well as accurate temperature measurement. This enables operators to closely monitor their processes, helping to ensure plant safety and increased operational efficiency. For example, our cameras are used by two of the world’s largest cement producers to monitor flame patterns and temperature in cement kilns, helping operators maximize operational efficiency.

The expected life of our cameras typically ranges from one to five years, depending on the operating environment. This provides recurring revenue opportunities as customers must replace and upgrade components during these timeframes.

Research and Development

Our research and development efforts allow us to introduce new products to the marketplace, fulfill specific customer needs and continue to meet qualification requirements for next generation nuclear reactors and other evolving regulatory standards. Our five operating divisions are committed to both technology research and product development to fulfill their strategic objectives and are supported by our engineering and research and development organization consisting of 159 scientists, technicians and engineers, representing approximately 19% of our total workforce, as of June 30, 2009. A number of them participate in international standards setting organizations and committees. We engage in research and development activities at most of our facilities worldwide.

We spent approximately $14.9 million, $11.9 million and $9.7 million on research and development for fiscal 2008, 2007 and 2006, and $9.1 million for the nine months ended March 31, 2009. Research and development activities range from the development of radiation tolerant electronics to the development of customized software solutions for customer-specific applications, among others. We conduct these efforts through a mix of in-house research, collaboration with academia, customers and regulatory authorities as well as selected outsourcing through external vendors. The scope and extent of the outsourced portion of research and development activities vary by division, but typically, critical hardware design, software development and

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project management activities are conducted in-house while specialized services such as consulting services, algorithm design, thermal analysis, complex modeling and calculations and testing services are provided by third parties.

Sales and Marketing

We sell our products and services through our direct sales organization and indirectly through our global network of independent, third-party sales representatives and distributors. Our internal sales team is organized by operating division and end market to provide a higher level of service and understanding of our customers’ unique needs. We recently instituted a key account strategy in which we have designated senior executives taking a lead role with our top customers. This enables us to systematically and actively maintain close relationships with our top customers and provide solutions that meet their specifications. We have 14 sales offices in North America, Europe and Asia, and as of June 30, 2009, our sales and marketing personnel consisted of 135 employees, which represents approximately 16% of our total workforce.

We derive a portion of our revenue from sales of our products and services through channel partners, such as independent sales representatives and distributors. In particular, our independent sales representatives are an important source of sales leads for us and augment our internal resources in remote geographies. We sell through distributors in situations in which our customers prefer to purchase from a local business entity or purchase in smaller volume.

Our marketing activities include participation in many tradeshows worldwide across our nuclear, defense and medical end markets. We advertise in technical journals, publish articles in leading industry periodicals and utilize direct mail campaigns.

We host our annual Users’ Training and Benchmarking Seminar, where customers participate in a variety of programs designed to exchange ideas and discuss occupational challenges. The event also brings together key channel partners and vendors to strengthen our sales and marketing network. Attendees gain insight into our product plans and participate in interactive sessions that give them the opportunity to better understand our current suite of products and services as well as provide feedback on our product roadmap.

Our Customers

Our principal customers include power and utility companies, reactor design firms, NPPs, government agencies, military organizations, medical service providers and industrial companies. For fiscal 2008, no single customer accounted for more than 7% of our consolidated revenue, while our top ten customers together accounted for approximately 27% of our consolidated sales. For the nine months ended March 31, 2009, no single customer accounted for more than 7% of our consolidated revenue and our top ten customers together accounted for approximately 24% of our consolidated sales.

Manufacturing and Supply Chain

Given the diversity of our products, we employ numerous manufacturing techniques, including high-volume process manufacturing, discrete manufacturing, cellular manufacturing, and hybrid approaches. Our production personnel engage in manufacturing, procurement and logistics activities. Our production activities are located in the United States, Canada, France, Germany, Finland and the United Kingdom. As of June 30, 2009, our production personnel consisted of 416 employees, which represents approximately 49% of our total workforce.

Our manufacturing activities are focused mainly on the production of the core value-add devices and components of our products, while non-core components and sub-assemblies are generally outsourced. This strategy enables us to protect important intellectual property while minimizing the time, cost and effort to produce commoditized components. Most of the time, the design, assembly and integration of the components are performed in-house, allowing our engineers to customize the products according to customer specifications. For highly engineered nuclear products, production volumes are typically low, with a high degree of custom engineering required. For other product lines, such as passive dosimetry products, production

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volumes tend to be higher. We apply rigorous quality control processes and calibrate radiation detection devices internally, leading to high quality standards and customization capabilities. Most of our production sites are certified to production quality standards such as ISO 9001, 10 CFR 50 Appendix B, and ASME NQA-1.

The principal materials used in our manufacturing processes are commodities that are available from a variety of sources. The key metal materials used in our manufacturing processes include precious metals, tungsten, copper, aluminum, magnesium products, steel, stainless steel, and various alloys, which are formed into parts such as detectors, sensors and cable assemblies. The key non-metal materials used include amorphous and crystalline scintillator materials, ceramics, epoxies, silicon and fused silica, polyethylene, polyurethane, and injection molded plastic parts and components such as lenses, monitors, sensors, dosimeters, electronic boards, detectors and cables.

Properties

The table below lists our properties at June 30, 2009:

		Approximate
Location		Square Feet			Facility Use / Description
Production facilities:
Canada	Cambridge, ON		25,000		Sensing Systems
Finland	Turku		9,800		Health Physics
France	Fussy (Bourges)		24,000		Sensing Systems
France	Lamanon		76,600	(1)	Health Physics & Radiation Monitoring Systems
France	Lamanon		6,500		Health Physics & Radiation Monitoring Systems
Germany	Hamburg		29,600		Health Physics
Germany	Munich		28,100		Radiation Monitoring Systems
United Kingdom	Alton		27,000		Imaging Systems
United States	Atlanta (Smyrna), GA		18,600		Health Physics & Radiation Monitoring Systems
United States	Buffalo (Cheektowaga), NY		26,200		Sensing Systems
United States	Horseheads, NY		51,500	(2)	Sensing Systems & Imaging Systems
United States	Irvine, CA		43,500		Dosimetry Services
Sales / Research and Development / Administrative locations(3)
China	Beijing		500		Sales center
China	Beijing		2,200		Sales center
Germany	Bonn		1,000		Imaging Systems
United Kingdom	Whitehaven, Cumbria		3,000		Imaging Systems
United States	Pickerington, OH		2,900		Imaging Systems
United States	San Ramon, CA		10,300		Corporate headquarters
United States	Woodinville, WA		1,000		Imaging Systems

(1)	We lease all listed properties except the property located in Lamanon, France, which we own.
(2)	Our current lease consists of a total of approximately 86,300 square feet, of which we sublet, or otherwise do not use, approximately 34,800 square feet.
(3)	We currently lease an approximately 5,400 square foot facility in Pointe-Claire, QC, Canada related to discontinued operations. We intend to vacate the facility by December 31, 2009.

Competition

The global markets for our products and services are competitive and continually evolving. Within each of our operating segments, we encounter a variety of competitors, ranging from small independent companies providing niche solutions to larger multi-national corporations providing a broader set of products and services to our targeted end markets. We believe that the principal bases upon which we compete in our target end markets include product quality and reliability, technical capability and product qualification, strength of

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customer relationships, customer service and price. In particular, customers in the nuclear and defense end markets tend to emphasize product quality and reliability, technical capability and strength of supplier relationships, while customers in the medical end markets, in particular for passive dosimetry products and services, tend to make purchasing decisions on a combination of brand recognition, price, service and reliability.

We believe the primary competitors in each of our segments are as follows:

•  Health Physics:  Thermo Fisher Scientific and Areva (Canberra).

•  Radiation Monitoring Systems:  General Atomics (Sorrento Electronics) and Areva (Canberra).

•  Sensing Systems:  Reuter-Stokes (General Electric), Schott and Areva.

•  Dosimetry Services:  Landauer.

•  Imaging Systems:  Diakont.

Intellectual Property

We rely on a combination of intellectual property rights, including qualifications, trade secrets, patents, copyrights and trademarks, as well as contractual protections, to protect our proprietary products, methods, documentation and other technology.

As of June 30, 2009, we held approximately 12 issued U.S. patents, 35 issued foreign counterparts of U.S. patents and three other issued foreign patents with expiration dates ranging from 2010 to 2025. In addition, we have filed two U.S. patent applications, nine foreign counterpart patent applications and one other foreign patent application. We also hold exclusive and non-exclusive licenses related to patents and other intellectual property of third parties. We held approximately 16 U.S. registered and pending trademarks, 18 international counterparts of such registered and pending trademarks and eight additional international registered and pending trademarks, as of June 30, 2009.

In many instances, we rely on trade secret protection and confidentiality agreements to safeguard our interests. Due to the long useful life of certain aspects of our technology, we believe that the patent registration process, which requires public disclosure of patented claims and inventions, could harm our competitive position. We differentiate our products and technologies primarily through our proprietary know-how, technology or data that are not covered by patents or patent applications, including technical processes, equipment designs, testing and other procedures. Our employees are generally required to assign to us all of the inventions, designs, and technologies they develop during the course of employment with us, either through written agreements or by operation of law, depending on the jurisdiction. Where appropriate, we require third parties with whom we deal to enter into agreements with us that address issues of confidentiality and intellectual property.

Environmental Matters

We are subject to a variety of environmental, health and safety and pollution-control laws and regulations in the jurisdictions in which we operate. We do not believe the costs of compliance with these laws and regulations will be material. We use, generate and discharge hazardous substances, chemicals and wastes at some of our facilities in connection with our product development, testing and manufacturing activities. Any failure by us to control the use of, to remediate the presence of, or to restrict adequately the discharge of, such substances, chemicals or wastes could subject us to potentially significant liabilities, clean-up costs, monetary damages and fines or suspensions in our business operations. In addition, some of our facilities are located on properties with a history of use involving hazardous substances, chemicals and wastes and may be contaminated. Although we have not incurred, and do not currently anticipate, any material liabilities in connection with such contamination, we may be required to make expenditures for environmental remediation in the future. See “Risk Factors—Risks Relating to Our Business—We could incur substantial costs as a result of violations of or liabilities under environmental laws.”

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Regulation

We are subject to a variety of laws and regulations, including but not limited to those of the United States, Canada, the EU, the EU member states, and the People’s Republic of China, that impose regulatory systems that govern many aspects of our operations, including but not limited to our use, storage and disposal of radioactive materials and hazardous waste. In addition, these jurisdictions impose trade controls requirements that restrict trade to comply with applicable export controls and economic sanctions laws and requirements, and legal requirements that are intended to curtail bribery and corruption. These laws and regulations apply by virtue of the nature of our industry, end markets, and products, as well as the range of potential uses of our products, the origin of the technology incorporated into our products, and the jurisdictions in which we produce and sell our products.

The multi-jurisdictional legal and regulatory environments in which we operate are subject to extensive and changing laws and regulations administered by various national, regional and local governmental agencies both within and outside the United States.

We are a federal government contractor and, as such, we are subject to Executive Order 11246 and other relevant laws and regulations. As part of our compliance obligations, we implement on an annual basis an affirmative action plan and program which, in part, include our good faith efforts to achieve in our workforce full utilization of qualified women and minorities. In addition, we have in place an affirmative action plan with respect to disabled individuals, as well as Vietnam era, disabled or other veterans.

Some of the U.S. laws affecting our operations include, but are not limited to, the AEA, the Energy Reorganization Act of 1974, or ERA, the Resource Conservation and Recovery Act of 1976 as amended by the Hazardous and Solid Waste Amendments of 1984, or RCRA, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the Hazardous Materials Transportation Act, the Federal Water Pollution Control Act, or the Clean Water Act, the Toxic Substances Control Act of 1976, or TSCA, the Organized Crime Control Act of 1970, or the OCCA, and the Occupational Safety and Health Act, or OSHA, as well as the state laws governing radiation control, hazardous waste management, water quality and air quality in the states of New York, Georgia and California, each as from time to time amended. We are also subject to a variety of U.S. federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, the Worker Adjustment and Restructuring Notification Act, or WARN Act, which requires employers to give affected employees at least 60 days’ notice of a plant closing or mass layoff, and other regulations related to working conditions, wage-hour pay, overtime pay, employee benefits, anti-discrimination and termination of employment. The classified work that we currently perform at one of our U.S. facilities subjects us to the industrial security regulations of the Department of Defense and other federal agencies that are designed to safeguard against unauthorized access by foreigners and others to classified and other sensitive information.

In the United States, the AEA and ERA authorize the NRC to regulate the receipt, possession, use and transfer of radioactive materials. The NRC sets regulatory standards for worker protection and public exposure to radioactive materials or wastes to which we are required to adhere in our operations that use radioactive materials for research and development, testing and calibration.

RCRA provides a comprehensive framework for the regulation of hazardous and solid waste which apply to our operations that use and dispose of hazardous waste. RCRA prohibits improper hazardous waste disposal and imposes criminal and civil liability for failure to comply with its requirements. TSCA provides a comprehensive framework for the management by the EPA of over 60,000 commercially produced chemical substances, some of which are used by our operations. The EPA may impose requirements involving manufacturing, record keeping, reporting, importing and exporting. The Clean Water Act regulates the discharge of pollutants into streams and other waters. If wastewater or runoff from our facilities or operations may be discharged into surface waters, the Clean Water Act requires us to apply for and obtain discharge permits, conduct sampling and monitoring and, under certain circumstances, reduce the quantity of pollutants in those discharges. The OCCA provides for the regulation of explosives, which applies in particular to our facility in Buffalo which manufactures and tests products that incorporate explosives. The OCCA establishes a framework for licensing, use, storage and sale of explosives and products containing explosives and imposes

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criminal and civil liability for failure to comply with its requirements. OSHA provides for the establishment of standards governing workplace safety and health requirements, including setting permissible exposure levels for hazardous chemicals. We must follow OSHA standards, including the preparation of material safety data sheets, hazardous response training and process safety management, as well as various record-keeping, disclosure and procedural requirements.

Our operations outside the United States are subject to similar, and sometimes more stringent, laws and regulations. For example, an EU directive relating to the restriction of hazardous substances, or RoHS, in electrical and electronic equipment and a directive relating to waste electrical and electronic equipment, or WEEE, have been and are being implemented in EU member states. Among other things, the RoHS directive restricts the use of certain hazardous substances in the manufacture of electrical and electronic equipment and the WEEE directive requires producers of electrical goods to be responsible for the collection, recycling, treatment and disposal of these goods. In addition, laws similar to RoHS and WEEE were passed in China in 2006 and South Korea in 2007. Governments in other countries, including the United States, are considering implementing similar laws or regulations. In addition, a new regulation regarding the registration, authorization and restriction of chemical substances in industrial products, or REACH, became effective in the EU in 2007. Over time this regulation, as well as other regulations, may require us to substitute certain chemicals contained in our products with substances the EU considers less dangerous. We are also subject to the employment and labor laws and regulations of the foreign jurisdictions where the majority of our employees are located.

We deal with numerous U.S. and non-U.S. government agencies and entities, including the U.S. military, the armed forces of many NATO countries, the U.S. Department of Defense, the U.S. Department of State, the U.S. Department of Treasury, the U.S. NRC, the U.S. Department of Homeland Security, and the corresponding governmental agencies and entities in the European Union and Canada. When working with these and other government agencies and entities, we must comply with, and are affected by, laws and regulations relating to the formation, administration and performance of contracts. These laws and regulations, among other things require certification and disclosure of all cost or pricing data in connection with various contract negotiations; impose acquisition regulations that define allowable and unallowable costs and otherwise govern our right to reimbursement under various cost-based U.S. government contracts; and restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data.

We believe that certain of our products and technologies are eligible for designation or certification as “qualified anti-terrorism technologies” under the SAFETY Act provisions of The Homeland Security Act of 2002, and its implementing regulations. Under the SAFETY Act, the federal government provides for certain liability limitations and a presumption that the “government contractor” defense applies if the Department of Homeland Security “designates” or “certifies” technologies or products as “qualified anti-terrorism technologies,” and if certain other conditions apply. We may seek to qualify some or all of our products and technologies under the SAFETY Act’s provisions in order to obtain such liability protections, but there is no guarantee that the Department of Homeland Security will designate or certify our products and technologies as qualified anti-terrorism technology. To date, we have not sought such designation or certification as a qualified anti-terrorism technology, and our products have been sold without such qualification and we may continue to sell our products and technologies without such qualification. To the extent we do so, we will not be entitled to the benefit of the SAFETY Act’s limitations on tort liability or to any U.S. government indemnification.

Many of our products are subject to export controls of the United States, Canada, and the member states of the EU, depending on a number of factors, including the nature of the product and its potential uses, the origin of the technology incorporated into the product, and the jurisdictions in which we produce and sell our products. Certain of our products are subject to U.S. export control laws and regulations, which have certain registration, licensing and recordkeeping requirements for the sale or transfer of controlled technology or information to non-U.S. persons. These regulations include the U.S. Department of Commerce’s Export Administration Regulations, or the EAR, the U.S. Department of State’s International Traffic in Arms Regulations, or ITAR and the U.S. Nuclear Regulatory Commission regulations. Certain products that have dual-use commercial and military applications are controlled under the EAR’s Commerce Control List, and we

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have export compliance systems for determining the proper export licensing requirements for such products, which we will need to keep up-to-date and maintain.

U.S. laws restrict the ability of U.S. companies, U.S. citizens and U.S. permanent residents, or U.S. persons, from involvement in certain types of transactions with countries, businesses and individuals that have been targeted by U.S. economic sanctions. For example, U.S. persons are precluded from undertaking virtually any activity of any kind on the part of any U.S. person with regard to any potential or actual transactions involving Cuba, Iran, and Sudan without the prior approval of the U.S. Department of Treasury’s Office of Foreign Assets Control, or OFAC. OFAC also administers U.S. sanctions against a lengthy list of entities and individuals, wherever they may be located, that the United States considers to be closely associated with these sanctioned countries or that are considered terrorists or traffickers in either narcotics or weapons of mass destruction. Furthermore, U.S. economic sanctions forbid U.S. persons from circumventing direct U.S. restrictions or from facilitating transactions by non-U.S. persons if those activities are forbidden to U.S. persons. Penalties for violating provisions such as these can include significant civil and criminal fines, imprisonment and loss of tax credits or export privileges.

The Foreign Corrupt Practices Act of 1977, or the FCPA, as amended by the Omnibus Trade and Competitiveness Act of 1988 and the International Anti-Bribery and Fair Competition Act of 1998, makes it a criminal offense for a U.S. corporation or other U.S. domestic concern to make payments, gifts or give anything of value directly or indirectly to foreign officials for the purpose of obtaining or retaining business, or to obtain any other unfair or improper advantage. In addition, the FCPA imposes accounting standards and requirements on publicly traded U.S. corporations and their foreign affiliates, which are intended to prevent the diversion of corporate funds to the payment of bribes and other improper payments, and to prevent the establishment of “off books” slush funds from which such improper payments can be made. We are also subject to laws and regulations covering subject matter similar to that of the FCPA that have been enacted by countries outside of the United States. For example, the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions was signed by the members of the Organization for Economic Cooperation and Development and certain other countries in December 1997. The Convention requires each signatory to enact legislation that prohibits local persons and firms from making payments to foreign officials for the purpose of obtaining business or securing other unfair advantages from foreign governments. Failure to comply with these laws could subject us to, among other things, penalties and legal expenses, which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.

Compliance with the myriad of export control laws of the various jurisdictions in which we do business is a challenge for any company involved in export activities within the nuclear and defense end markets. We have compliance systems in our U.S. and non-U.S. subsidiaries to identify those products and technologies that are subject to export control regulatory restrictions and, where required, we obtain authorization from relevant regulatory authorities for sales to foreign buyers or for technology transfers to foreign consultants, companies, universities or foreign national employees. We also have a compliance system that is intended to proactively address potential compliance issues including those related to export control, trade sanctions and embargoes, and anti-bribery situations, and we are implementing this through such mechanisms as training, formalizing contracting processes, performing diligence on agents and continuing to improve our record-keeping and auditing practices with respect to third-party relationships and otherwise. Thus far, as part of our compliance system, for instance, we have developed a Code of Ethics and Conduct that informs all of our employees of their compliance obligations. Furthermore, we have developed an ethics and conduct training program that all of our employees are required to undertake, as well as other targeted compliance training relevant to their position, such as specific FCPA training for all of our worldwide controllers. Violations of any of the various U.S. or non-U.S. export control laws can result in significant civil or criminal penalties, or even loss of export privileges, as mentioned above. We recognize that an effective compliance program can help protect the reputation and relationship of a regulated company with the regulatory agencies administering these laws and regulations. In the United States, each of the regulatory agencies administering these laws and regulations has a voluntary disclosure program that offers the possibility of significantly reduced penalties, if any are applicable, and we intend to use these programs as part of our overall compliance program, as necessary.

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Backlog and Deferred Revenue

Total backlog represents committed but undelivered contracts and purchase orders at period end. Backlog excludes maintenance-related activity and agreements that do not represent firm purchase orders. Customer agreements that contain cancellation for convenience terms are generally not reflected in backlog until firm purchase orders are received. Backlog is not a complete measure of our future business due to these customer agreements. Backlog can fluctuate significantly due to the timing of large project awards. In addition, annual or multi-year contracts are subject to rescheduling and cancellation by customers due to the long-term nature of the contracts.

Deferred revenue represents the prepayment of measuring and monitoring services. The amounts are recorded as deferred contract revenue in our balance sheets and represent customer deposits invoiced in advance for services to be rendered over the service period.

Information on backlog and deferred revenue follows (in thousands):

	As of June 30,						As of
	2006		2007		2008		March 31, 2009
Backlog	$	107,464	$	143,887	$	177,956	$	187,467
Deferred revenue		39,848		30,567		38,988		44,059

Legal Proceedings

From time to time, we are involved in various routine legal proceedings. We cannot predict the outcome of these lawsuits, legal proceedings and claims with certainty. Nevertheless, we believe that the outcome of these proceedings, even if determined adversely, would not have a material adverse effect on our business, financial condition and results of operations.

Employees

As of June 30, 2009, we had 847 employees worldwide, consisting of 135 employees in sales and marketing, 416 in production, 159 in research and development and 137 in general and administrative functions. Geographically, we had 323 employees in North America, 520 in Europe and four in Asia and other regions as of June 30, 2009. We maintain both union and non-union workforces in the United States, with unionized workforces comprising a small minority of the overall U.S. employee base. As of June 30, 2009, 34 U.S.-based employees, primarily located in Horseheads and Buffalo, New York, were members of a union. Pursuant to applicable industrial relations laws, our employees located in France and Germany were represented by works councils, and our employees located in France and Finland were represented by trade unions.

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MANAGEMENT

The following table sets forth certain information with respect to our executive officers and members of our Board of Directors:

Name	Age	Position
Thomas D. Logan	48	President, Chief Executive Officer and Chairman of the Board
Jack A. Pacheco	49	Vice President and Chief Financial Officer
Seth B. Rosen	41	General Counsel, Vice President, Corporate Development, and Secretary
W. Antony Besso	39	Regional Vice President, EMEA, and President, Health Physics Division
Iain F. Wilson	47	Regional Vice President, Asia, and President, Sensing Systems Division
Robert J. Klein(1)(2)(3)(4)	45	Director

(1)	ACAS-designated representative.
(2)	Member of the Nominating and Corporate Governance Committee.
(3)	Member of the Audit Committee.
(4)	Member of the Compensation Committee.

Thomas D. Logan has been our President, Chief Executive Officer and Chairman of the Board since our formation in December 2005. From 2004 to 2007, Mr. Logan served as CEO for Global Dosimetry Solutions, one of our predecessor companies and currently a subsidiary of ours. Mr. Logan has more than 22 years of energy industry experience. In addition, he has nine years of experience within the contract manufacturing and consumer products industries. Mr. Logan holds a Bachelor of Science degree and a Master of Business Administration degree from Cornell University.

Jack A. Pacheco has served as our Vice President and Chief Financial Officer since March 2008. From 2004 to 2008, Mr. Pacheco served as Chief Financial Officer of Smart Modular Technologies, a public company listed on the NASDAQ stock exchange. From 2001 to 2004, Mr. Pacheco served as Chief Financial Officer for Ignis Optics, Inc., an optical components startup acquired by Bookham Technology. He holds a Master of Business Administration degree from Golden Gate University and a Bachelor of Science degree in Business Administration from Washington State University.

Seth B. Rosen is our General Counsel, Vice President, Corporate Development, and Secretary, a position he has held since January 2008. In 2007, Mr. Rosen served as a business and legal consultant to a variety of existing and startup businesses. From 2006 to 2007, he was CEO of Golden Gate Energy Corporation, a solar energy startup company. From 1998 to 2006, he served as Senior Licensing Associate and then Principal Licensing Associate at the Technology Transfer Department of Lawrence Berkeley National Laboratory. Mr. Rosen received his Juris Doctor degree from Harvard Law School, his Master of Business Administration from the joint program at the Haas School of Business at the University of California at Berkeley and the Graduate School of Business at Columbia University, and his Bachelor of Arts from the University of California at Berkeley.

W. Antony Besso has been our Regional Vice President, EMEA, and President, Health Physics Division since February 2006. From 2004 to 2006, Mr. Besso acted as an advisor and interim manager for private equity firms and individual investors in a diverse range of industries. From 1996 to 2004, Mr. Besso held a series of senior management positions in the global engineering group ALSTOM SA. Mr. Besso was also a founding partner in Advention Business Partners, a leading independent consulting firm with operations in France, Germany and China. Mr. Besso holds a Bachelor of Arts degree from Queen’s University and a Master of Business Administration from Dalhousie University.

Iain F. Wilson has served as our Regional Vice President, Asia, and President, Sensing Systems Division since our formation in December 2005. From 2000 to 2005, Mr. Wilson was General Manager, Sensing

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Systems Group of IST, one of our predecessor companies. Previously, Mr. Wilson held numerous technical roles with IST, focused principally in the areas of Quality Management, Engineering and Plant Operations. He began his career as the Quality Manager for GE Reuter Stokes, Canada. Mr. Wilson holds a Bachelor of Science degree from Ryerson University, Toronto, Canada. Mr. Wilson is a member of the American Nuclear Society.

Robert J. Klein has served as a Director since our formation in December 2005. Mr. Klein has served as a Managing Director of ACAS, our principal stockholder, since 2004, where he leads the New York private equity practice. From 2002 to 2004, he served as a Principal of ACAS. Prior to joining ACAS, he was a Principal at American Securities Capital Partners. Mr. Klein received a Bachelor of Arts degree from Yale University and a Juris Doctor degree from Stanford University Law School.

Board Structure and Compensation

The Bylaws that we will adopt prior to the consummation of this offering will provide that at least one of the directors designated by ACAS must be part of the majority in any action taken by our Board of Directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, other than on matters in which ACAS has a conflict of interest (as it would if it appointed a majority of our directors). Our Bylaws will also provide that ACAS will have the right to designate three of our seven directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, two directors so long as they hold at least 25% but less than 50.1% and one director so long as they hold at least 10% but less than 25%.

Our Board of Directors currently consists of two members. Effective upon the closing of this offering, our Board of Directors will consist of seven members and will be divided into three classes, as follows:

•  Class I, which will consist of           and          , and whose term will expire at our annual meeting of stockholders to be held in 2010;

•  Class II, which will consist of           and          , and whose term will expire at our annual meeting of stockholders to be held in 2011; and

•  Class III, which will consist of Messrs. Logan, Klein and          , and whose term will expire at our annual meeting of stockholders to be held in 2012.

At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will serve until the third annual meeting following their election and until their successors are duly elected and qualified.

Our Board of Directors has the following committees:

Audit Committee

Upon completion of this offering, the Audit Committee shall consist of Mr. Klein,          and          . We intend to replace Mr. Klein with an independent director prior to the date that is one year following the completion of this offering. The Audit Committee reviews and, as it deems appropriate, recommends to the Board of Directors our internal accounting and financial controls and the accounting principles and auditing practices and procedures to be employed in preparation and review of our financial statements. The Audit Committee also makes recommendations to the Board concerning the engagement of independent public auditors and the scope of the audit to be undertaken by such auditors.          shall serve as chairperson of the Audit Committee.

Compensation Committee

Upon completion of this offering, the Compensation Committee shall consist of Mr. Klein,          and          . The Compensation Committee reviews and, as it deems appropriate, recommends to the Board of Directors policies, practices and procedures relating to the compensation of our officers and the establishment and administration of employee benefit plans. The Committee advises and consults with our officers as may

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be requested regarding managerial personnel policies.          shall serve as chairperson of the Compensation Committee.

Nominating and Corporate Governance Committee

Upon completion of this offering, the Nominating and Corporate Governance Committee shall consist of Mr. Klein,          and          . The Nominating and Corporate Governance Committee reviews and, as it deems appropriate, recommends to the Board of Directors policies and procedures relating to director and board committee nominations and corporate governance policies. Mr. Klein shall serve as chairperson of the Nominating and Corporate Governance Committee.

Compensation Committee Interlocks and Insider Participation

During fiscal 2008, Thomas D. Logan, our President, Chief Executive Officer and Chairman of the Board, served on the board of directors of Piper Aircraft, Inc., none of the officers of which served either on our Board of Directors or on our Compensation Committee. None of our other executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or Compensation Committee. Additional information concerning transactions between us and entities affiliated with members of the Compensation Committee is included in this prospectus under the caption “Certain Relationships and Related Party Transactions.”

Director Compensation

During fiscal 2008, there was one non-employee director, Robert J. Klein, who is affiliated with ACAS and received no compensation for services as a member of either our Board of Directors or of the Board’s Compensation Committee. Mr. Logan’s compensation is reported below under the Summary Compensation Table, and he did not receive separate compensation for his service on our Board of Directors.

We have not yet determined the compensation for members of our Board of Directors who are not employees of Mirion or who are not affiliated with ACAS.

Directors who are employees of Mirion or its subsidiaries or affiliated with ACAS will receive no compensation for services as members of either our Board of Directors or committees.

We will reimburse all directors for reasonable expenses incurred to attend meetings of our Board of Directors or committees.

Code of Ethics and Conduct

On June 12, 2008, our Board of Directors adopted a revised Code of Ethics and Conduct that establishes the standards of ethical conduct applicable to all of our directors, officers, and employees. The Code of Ethics and Conduct (the “Code of Conduct”) addresses, among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, company funds and assets, confidentiality and corporate opportunity requirements and the process for reporting violations of the Code of Conduct, employee misconduct, conflicts of interest or other violations.

In connection with this offering, our Board of Directors will adopt a revised code of ethics that revises the process for reporting violations of the Code of Conduct, employee misconduct, conflicts of interest or other violations to conform with applicable legal requirements of the United States and the other jurisdictions in which Mirion operates.

Our Code of Conduct will be publicly available on our website at www.mirion.com. Any waiver of our Code of Conduct with respect to the Chief Executive Officer, Chief Financial Officer, controller or persons performing similar functions may only be authorized by our Audit Committee and will be disclosed as required by applicable law.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion specifically relates to the compensation for fiscal 2009 of our “named executive officers” set forth in the Summary Compensation Table below, as well as discussing the overall principles underlying our executive compensation policies and decisions.

Objectives of Executive Compensation Program

The objectives of our executive compensation program are to recruit and retain an executive management team with the skills necessary to achieve our business objectives and thereby create value for our stockholders. Our executive compensation program is designed to support key business goals, such as integrating acquired businesses and retaining key executives, that are particularly important to us as a company with a limited operating history.

We implement this program through a combination of fixed cash compensation, variable short-term incentive compensation (determined by our operating performance as well as achievement of individual annual performance objectives), and equity incentives designed to reward long-term performance and align interests of our executive officers with our stockholders.

As a company whose equity was not publicly traded before this offering, our compensation philosophy has focused on the achievement of performance objectives that we believe would deliver meaningful return to our investors through a public offering or a sale of our company. In connection with this offering, we have reviewed our compensation philosophy and expect to adopt a compensation philosophy and objectives that are generally more consistent with those of a public, rather than private, company.

Executive Compensation Program

Our compensation program reflects our stage of development as a company. We have a limited operating history. We were incorporated in October 2005 and consist of a series of earlier acquisitions of geographically and technologically diverse companies. We have recruited several of our executive officers from other employers, and our initial compensation for these officers generally reflects the outcome of negotiated recruitment and hiring process.

As a company with a limited operating history, retention of executive officers is a key business objective. Weathering undesirable personnel changes would be more difficult for us than for a more established company. Accordingly, our Board of Directors believes it is critical to pay sufficient base compensation and provide adequate incentives to our executive officers to ensure continuity of our management team.

The Compensation Committee of the Board of Directors was established in July 2006. Our current executive compensation policies and objectives were developed and implemented by the Compensation Committee while we were a private company. The Compensation Committee has allocated compensation between long-term and short-term, between cash and non-cash compensation and among different forms of non-cash compensation in a manner considered to be typical of a private equity-backed enterprise. Our compensation program has focused on offering incentives necessary to recruit and retain executives from diverse backgrounds who possess the skills necessary to achieve our business objectives. We have not adopted any formal or informal policies or guidelines for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation.

Since the inception of the Compensation Committee, it has sought to review our executive officers’ compensation packages at least annually to determine whether they provide adequate incentives to achieve our business goals. In evaluating the market, the Compensation Committee has relied generally on its experience as well as market feedback and experience derived inherently from the process of recruiting new executives to our team. Our Chief Executive Officer recommends to the Compensation Committee compensation allocations for our named executive officers other than himself. The Compensation Committee sets the compensation for our Chief Executive Officer.

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During fiscal 2009, the Compensation Committee of our Board of Directors engaged The Hay Group as an outside compensation consultant to undertake a review of director and executive officer compensation trends in the regions in which we operate and at comparable public and private companies. The Hay Group has provided the Compensation Committee with an assessment of executive officer compensation and recommendations with respect to compensation arrangements for both executive officers and directors. The Hay Group has not provided us with any other services beyond the scope of this engagement.

Elements of Compensation

The following describes each element of our executive compensation program and discusses determinations regarding compensation for fiscal 2009:

Base Compensation.  Our Compensation Committee sets named executive officer base salaries based on the skills, experience and scope of responsibilities of each executive. Our Compensation Committee reviews base salaries at least annually. Base salaries are adjusted from time to time to reflect each executive’s overall contribution and to conform salaries to market levels. Our Compensation Committee has relied primarily on its experience to negotiate base salaries. Our named executive officers’ base salaries were determined initially in the context of negotiated employment agreements. Our Compensation Committee increased the base salary of our Chief Executive Officer in 2009 to be closer to the level of other companies comparable to Mirion, especially those that are publicly traded. As noted above, our Compensation Committee engaged The Hay Group to undertake a review that included an assessment of the compensation of our Chief Executive Officer, and the Compensation Committee has taken these findings into account in adjusting the compensation of our Chief Executive Officer as of January 1, 2009 to $325,000 and to agreeing to increase his base salary to $400,000 on the date of the initial public offering and to $450,000 on the one year anniversary of the initial public offering.

Annual Incentive Bonuses.  Our executive bonus program provides for executives to receive a bonus based on the following factors:

•  the achievement of financial and operational goals for the fiscal year;

•  commitment to future growth in revenue and earnings for the subsequent fiscal year in the financial forecast approved by our Board of Directors upon recommendation of our Chief Executive Officer; and

•  achievement of individual annual performance objectives.

Annual performance objectives are approved by the Compensation Committee as part of the Board of Director’s review of our prior fiscal year financial results. Our Chief Executive Officer makes recommendations to our Compensation Committee regarding individual performance objectives and awards for named executive officers other than himself. Performance objectives and awards for our Chief Executive Officer are determined solely by the Compensation Committee. The Compensation Committee retains full discretion to determine the final bonus amounts and does not rely solely on our financial results. For fiscal 2009, the total potential bonus pool is calculated based on achievement of the financial goals, as further described below. Then payment of the bonus pool is allocated as follows:

•  50% of the bonus pool is paid based solely on this achievement of Adjusted EBITDA and working capital, as described below;

•  25% of the bonus pool is paid based on attainment of personal objectives; and

•  25% of the bonus pool is paid based on financial objectives specified in the following year’s plan.

For fiscal 2009, the Compensation Committee specified that the financial goal would be achievement of Adjusted EBITDA (or, for named executive officers who are division presidents, Adjusted EBITDA for the applicable division), subject to a percentage increase or decrease based on our goal of decreasing working capital requirements. We calculate Adjusted EBITDA as net income (loss), less extraordinary gains and losses and interest income, plus interest expense, charges against income for taxes, depreciation expense, amortization expense, non-recurring charges, management fees paid to ACFS and all non-cash compensation expenses. For more information about the calculation of Adjusted EBITDA and a reconciliation to net income,

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see page 8. Adjusted EBITDA results are not set forth in our audited financial statements and our calculations of these goals as a private company may differ from actual audited results. Although we expect the financial results to require improved performance and exceptional work each year, the goals are set to be consistent with our business plan objectives and to be achievable. For fiscal 2009, the potential bonus pool is adjusted depending on how the change in our working capital (generally defined for this purpose as the percentage change in cash, trade receivables, miscellaneous receivables and inventory) compares to our percentage increase in revenue.

Each named executive officer was given a target bonus (expressed as a percentage of base salary), with a minimum threshold and maximum target bonus based on financial goal performance. The following table shows the target bonus pool amounts for each of our named executive officers for different levels of achievement of the Adjusted EBITDA financial target:

	Below		90%		100%		110%
	Threshold		Target		Target		Target or Above
Thomas D. Logan	$	0		25% salary		50% salary		100% salary
Jack A. Pacheco	$	0		25% salary		50% salary		100% salary
Seth B. Rosen	$	0		25% salary		40% salary		80% salary

For each division president, target levels were based on Adjusted EBITDA for the particularly business unit for which he is responsible (the Health Physics Division for Mr. Besso and the Sensing Systems Division for Mr. Wilson):

	Below		$1.5 MM		100%		$1.5 MM
	Threshold		Below Plan		Target		Above Plan
W. Antony Besso	$	0		40% salary		50% salary		60% salary
Iain F. Wilson	$	0		25% salary		40% salary		80% salary

Although the determination of our financial performance is an important factor in approving the actual bonus payment, our Compensation Committee believes it is preferable to retain discretion to determine awards (including above or below the amounts in the table above) based on qualitative and quantitative contributions of our named executive officers.

After determining our success during fiscal 2009 in achieving the financial goals described above, the Compensation Committee will review each named executive officer’s achievement of individual annual performance objectives and addition of long-term value, particularly in carrying out our integration plan and positioning us for this offering. Many of the individual performance objectives are subjectively determined, but for any individual executive officer, each performance objective generally carries the same weight as other objectives. The individual objectives vary because they are specific for each executive officer’s particular functions. For example, for fiscal 2009, some of Mr. Logan’s objectives relate to the Compensation Committee’s views of his success in preparing us for an initial public offering, whereas some of Mr. Wilson’s objectives relate to developing and implementing business unit strategies in particular locations.

The Compensation Committee has not yet determined our performance results for the year ended June 30, 2009, so it has not yet awarded bonuses for the year or established the terms of our fiscal 2010 bonus plan.

Going forward, the type of financial performance target we use, and individual performance objectives, may change if our Compensation Committee determines it would be appropriate to use different types of goals as a public company. In addition, we will pay bonuses to some of our employees, including certain executive officers, if and when this initial public offering is completed. Mr. Logan will be eligible to receive a bonus of up to $125,000 (or less to the extent the offering is completed prior to January 1, 2010) and Mr. Besso will be eligible to receive a bonus of up to $507,509.

Equity Awards.  We design our equity programs to align employees’ interests with those of our stockholders by offering employees the opportunity to acquire stock and therefore have a direct interest in helping to increase the value of our stock. The design of these equity incentives is typical of a private equity-

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backed enterprise. To date, we have granted stock options to our executive officers and a limited group of other employees. Stock options permit the employee to exercise the option at a fixed price (at or above the fair market value of the stock on the grant date) in the future after the option has become vested. Grants typically are made around the time an employee is hired, and we may make additional grants following a significant change in job responsibilities or to meet other specific retention objectives. Our Compensation Committee determines the size and type of equity awards taking into account the recommendations of management and also determines the vesting schedule of the options. The terms of initial equity grants made to each named executive upon joining the company are based primarily on competitive conditions applicable to the executive officers’ specific position. We made the equity awards reflected in the compensation tables below primarily in the context of negotiated employment agreements. We have not currently adopted stock ownership or equity grant guidelines, but we may implement guidelines regarding the issuance of new equity awards in the future.

Severance and Change in Control Arrangements.  Each of our named executive officers, with the exception of Mr. Wilson, has an employment agreement that would provide severance on specified involuntary terminations of employment. We have also agreed to accelerated vesting of Messrs. Logan’s and Pacheco’s stock options in the event of certain change in control events and of Mr. Besso in the event of this initial public offering or a change in control. The terms and estimated amounts of these benefits are described below under “Employment Agreements and Potential Payments upon Termination or Change in Control.” We believe these arrangements are competitive with arrangements offered to senior executives by companies with whom we compete for executives and are necessary to the achievement of our business objective of management retention. Given our limited operating history, our Board of Directors believes these provisions were a key part of hiring and retaining management to ensure continuity of our management team and are typical of a private equity-backed enterprise.

Perquisites and Other Benefits.  Our named executive officers are eligible to participate in our employee benefit plans provided for employees which vary by country. In the United States, these benefits include a 401(k) plan with a matching contribution, group medical and dental insurance, group life insurance and short- and long-term disability insurance. As set forth in the Summary Compensation Table below, Messrs. Besso and Wilson receive specified benefits that are typical for executives in their locations, but these additional benefits are limited in amount and scope.

Tax and Accounting Considerations.  We recognize a charge to earnings for accounting purposes for equity awards granted. As we become a public company, we expect that the Compensation Committee will consider the accounting impact of equity awards in addition to consider the impact to dilution and overhang when deciding on amounts and terms of equity grants. We do not require executive compensation to be tax deductible for the Company, but instead balance the cost and benefits of tax deductibility to comply with our executive compensation goals, including the potential future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our executive officers. Section 162(m) disallows a tax deduction for any publicly held company for individual compensation exceeding $1 million in any taxable year for our Chief Executive Officer and each of the other named executive officers (other than our Chief Financial Officer), unless the compensation is performance-based.

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Summary Compensation Table

The following table sets forth information concerning the compensation of our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers for fiscal 2009. We refer to these individuals as our “named executive officers” elsewhere in this prospectus.

									Non-Equity
							Option		Incentive Plan			All Other
			Salary		Bonus		Awards		Compensation			Compensation			Total
Name and Principal Position	Fiscal Year		($)		($)		($)(1)		($)			($)			($)
Thomas D. Logan President, Chief Executive Officer and Chairman		2009		312,473		—		—		(2	)		36,884	(3)		349,357(2	)
Jack A. Pacheco Vice President and Chief Financial Officer		2009		278,000		—		198,870		(2	)		6,906	(3)		483,776(2	)
Seth B. Rosen General Counsel, Vice President Corporate Development, and Secretary		2009		232,000		—		100,698		(2	)		6,853	(3)		339,551(2	)
W. Antony Besso(4) Regional Vice President, EMEA and President, Health Physics Division		2009		303,861		—		215,080		(2	)		62,806	(3)		581,747(2	)
Iain F. Wilson(4) Regional Vice President, Asia and President, Sensing Systems Division		2009		185,726		—		71,629		(2	)		16,749	(3)		274,104(2	)

(1)	The amounts in this column reflect the dollar amount of compensation cost recognized for financial statement reporting purposes for fiscal 2009 in accordance with FAS No. 123(R) with respect to stock options that have been granted, whether or not the awards were granted during fiscal 2009. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. For information on the valuation assumptions, see Note 13 to our consolidated financial statements. See the Grants of Plan-Based Awards Table below for additional information on the stock options granted in fiscal 2009.
(2)	Represents payments under our executive bonus program for performance during fiscal 2009, as described above under Compensation Discussion and Analysis. As of the date hereof, bonus payments for fiscal 2009 have not been determined.
(3)	Includes our matching 401(k) contributions for the following named executive officers’ accounts in the following amounts: Mr. Logan ($5,702), Mr. Pacheco ($6,906) and Mr. Rosen ($6,853). For Mr. Logan, the amount also includes car allowance ($9,217) and amounts paid for accrued vacation above the maximum accrual limit ($21,965) under our annual vacation cashout policy for executive officers. For Mr. Besso, the amount consists of his car allowance ($6,259), an allowance for travel ($8,670), child school allowance ($13,743), a housing allowance ($24,050) which was discontinued in February 2009 and private unemployment insurance ($10,083). For Mr. Wilson, this amount consists of car allowance ($5,183) and contributions to his Registered Retirement Savings Plan, a defined contribution plan in Canada ($7,280) and vacation pay ($4,286).

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(4) Mr. Besso’s compensation, which is paid in euros, and Mr. Wilson’s compensation, which is paid in Canadian dollars, have been converted into U.S. dollars using the respective average rate of exchange for the fiscal year.

Grants of Plan-Based Awards for Fiscal 2009

The following table sets forth information concerning grants of plan-based awards made to the executive officers named in the Summary Compensation Table during fiscal 2009.

									All Other
									Option
			Estimated Future						Awards:
			Payouts Under						Number of		Exercise		Grant Date
			Non-Equity Incentive						Securities		Price		Fair Value
			Plan Awards(1)						Underlying		of Option		of Option
	Grant		Threshold		Target		Maximum		Options		Awards		Awards
Name	Date		($)		($)		($)		(#)		($/Sh)		($)(2)
Thomas D. Logan		08/05/08		78,118		156,237		312,473
Jack A. Pacheco		08/05/08		69,500		139,000		278,000
Seth B. Rosen		08/05/08		58,000		92,800		185,600
		08/05/08								2,000		144.95		99,400
W. Antony Besso(3)		08/05/08		120,635		150,794		180,953
		08/05/08								12,731		144.95		586,583
Iain F. Wilson(3)		08/05/08		46,431		74,290		148,580
		08/05/08								5,000		144.95		248,499

(1)	Threshold, Target and Maximum amounts refer to the annualized eligible bonus for each named executive officer if specified financial performance criteria were met, as more fully discussed above in the “Compensation Discussion and Analysis” and below under “Executive Bonus Program.” The actual annual performance bonus payable is subject to determination by the Compensation Committee after a review of the financial performance of Mirion or the applicable business unit, as well as each named executive officer’s achievement of their individual annual performance objectives, which may result in a higher or lower actual bonus payment. See “Compensation Discussion and Analysis—Elements of Compensation.” Actual amounts paid for fiscal 2009 are set forth in the Summary Compensation Table above and, for executives who started during fiscal 2009, were prorated to reflect the portion of the year they were employed by us.
(2)	The amounts in this column represent the grant date fair value, computed in accordance with FAS No. 123(R), of each option granted to the named executive officer in fiscal 2009. For information on valuation assumptions, see Note 13 to our consolidated financial statements.
(3)	Converted into U.S. dollars using the average rate of exchange for the fiscal year.

Executive Bonus Program.  As further described in the Compensation Discussion and Analysis above, the awards for fiscal 2009 were first determined on our corporate Adjusted EBITDA performance (or business segment for each of Messrs. Besso and Wilson) and working capital, but are also subject to determination of individual performance and other factors. Each of the executive bonus awards would be 0% of base salary if the performance level was below a specified threshold of performance. Between the threshold level and target level, and between the target level (payable if 100% of plan was achieved) and the maximum level, amounts would be interpolated. The Compensation Committee retains discretion to pay amounts over the maximum level for exceptional performance. Each executive officer’s target bonus amount is set as a percentage of base salary, with target amounts for fiscal 2009 of 50% of base salary for Messrs. Logan, Pacheco and Besso and 40% of base salary for Messrs. Rosen and Wilson.

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Outstanding Equity Awards at Fiscal Year-End June 30, 2009

The following table sets forth information concerning unexercised stock options for the executive officers named in the Summary Compensation Table as of the end of fiscal 2009. There were no unvested stock awards outstanding as of the end of the fiscal year.

	Option Awards
							Number of
	Numbers of			Numbers of			Securities
	Securities			Securities			Underlying
	Underlying			Underlying			Unexercised			Option
	Unexercised			Unexercised			Unearned			Exercise		Option
	Options (#)			Options (#)			Options			Price		Expiration
Name	Exercisable			Unexercisable			(#)			($)		Date
Thomas D. Logan		14,564									88.75		1/1/16
		17,750	(1)		—			54,564	(1)		88.75		8/18/14
Jack A. Pacheco		5,328	(2)		10,672	(2)					111.30		3/31/18
Seth B. Rosen		3,006	(3)		4,994	(3)					138.58		1/7/18
		—			2,000	(4)					144.95		8/5/18
W. Antony Besso		—			12,731	(5)					144.95		8/5/18
Iain F. Wilson		1,837			—						88.75		1/1/16
		1,837			—						88.75		1/1/16
		484	(6)		841	(6)					121.24		9/6/17
		—			5,000	(4)					144.95		8/5/18

(1)	These options were not granted by us, and represent options to purchase shares of Mirion stock from ACAS and its affiliates. The unearned portion of these options is subject to performance vesting following this initial public offering, as described further under “Certain Relationships and Related Party Transactions—Interested Transactions—Transactions with Management.”
(2)	Options vest in equal monthly installments over four years from March 31, 2008.
(3)	Options vest in equal monthly installments over four years from January 7, 2008.
(4)	25% of options vest on August 5, 2009, and thereafter the remaining 75% of options vest in equal monthly installments over three years.
(5)	25% of options vest on August 5, 2009, and thereafter the remaining 75% of options vest in equal quarterly installments over three years.
(6)	Options vest in equal monthly installments over five years from September 6, 2007.

Option Exercises and Stock Vested for Fiscal 2009

No executive officers named in the Summary Compensation Table above exercised any stock options, or had any stock award become vested, during fiscal 2009.

Employment Agreements and Potential Payments on Termination and Change of Control

We have entered into employment agreements with each of our named executive officers as described below. Generally, these agreements were the result of negotiations with the executive and provide that we will pay severance benefits to an executive if he is terminated without cause or resigns for good reason (which generally includes a material reduction in compensation or duties or a significant relocation), subject to the executive signing a general release of claims. In addition, our Chief Executive Officer and our Chief Financial Officer, as well as Mr. Besso, would receive accelerated vesting of some of their equity awards on change in control transactions, as further described below.

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Thomas D. Logan.  Under the terms of his August 2006 employment agreement, as amended in December 2008 and January 2009, if Mr. Logan is involuntarily terminated without cause or resigns for good reason, he will be entitled to receive the following benefits if he signs a general release:

•  an amount equal to his annual base salary;

•  a pro rata portion of his incentive bonus, if any, for the applicable period during the fiscal year in which termination occurs; and

•  continuation of all health benefits offered to senior executive for one year after the date of termination.

In addition, Mr. Logan’s Employment Agreement provides that upon a change in control, 100% of his unvested options will vest and, if applicable, he will receive reimbursement for excise taxes imposed on him as a result of Section 280G of the Internal Revenue Code, and that 50% of his unvested options will vest upon completion of this offering. Further, Mr. Logan’s Employment Agreement provides for a one-time bonus upon completion of this offering, equal to $50,000 plus an amount not to exceed $75,000, with such additional amount to be determined based upon the time taken to complete the offering.

Jack A. Pacheco.  Under the terms of his March 2008 employment agreement, as amended in December 2008, if Mr. Pacheco is involuntarily terminated without cause or resigns for good reason, he will be entitled to receive the following benefits if he signs a general release:

•  an amount equal to his annual base salary; and

•  a pro rata portion of his incentive bonus, if any, for the applicable period during the fiscal year in which termination occurs.

In addition, his employment agreement provides that 100% of his unvested options will vest in the event that either (i) ACAS or its affiliates no longer own at least 50% of the outstanding capital stock of the Company currently held by ACAS and its affiliates; provided that no such vesting shall occur as a result of the initial public offering of the capital stock of the Company or a company affiliated with the Company formed for the purpose of an initial public offering; or (ii) all or substantially all of the assets of the Company are sold, transferred or disposed of to a person (or group of persons acting in concert) that is not an affiliate of ACAS.)

Seth B. Rosen.  Under the terms of his January 2008 employment agreement, as amended in December 2008, if Mr. Rosen is involuntarily terminated without cause or resigns for good reason, he will be entitled to receive the following benefits if he signs a general release:

•  an amount equal to his annual base salary;

•  a pro rata portion of his incentive bonus, if any, for the applicable period during the fiscal year in which termination occurs; and

•  continued payment by us for a maximum of 12 months of his health coverage premiums under COBRA.

Iain F. Wilson.  There are no specific requirements with respect to any obligations of us in connection with a termination of Mr. Wilson’s employment under any employment agreement. Pursuant to Canadian law, executive officers may be entitled to benefits or a notice period upon termination of employment, depending on length of service and other factors.

W. Antony Besso.  Mr. Besso’s employment agreement is governed by French law. Under the terms of his 2006 employment agreement, as amended in November 2007, if Mr. Besso is terminated, he will be entitled to receive the following benefits:

•  an amount equal to 12 months of remuneration, consisting of base salary, incentive bonus, and all other bonuses and benefits received by Mr. Besso during the last twelve months preceding his termination; and

•  any payments under the applicable collective bargaining agreement.

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Mr. Besso’s agreement provides that either party may terminate the agreement with three months’ notice. The agreement includes a non-competition covenant for two years following the termination of Mr. Besso’s employment, if we pay to Mr. Besso an amount not to exceed 6/10 of the monthly average of specified pay and benefits from the last 12 months of his employment. In addition, Mr. Besso received stock options in August 2008 that provided for accelerated vesting upon a change in control or an initial public offering.

Potential Termination and Change in Control Benefits.  The table below provides an estimate of the value of the compensation and benefits due to each of our named executive officers in the event of: (i) an involuntary termination; (ii) death or disability; or (iii) a change in control. The amounts shown assume that specified event was effective as of June 30, 2009. The actual amounts to be paid can only be determined at the time of the termination of employment or change in control, as applicable.

	Involuntary			Disability			Change in
	Termination			or Death			Control
Name	($)			($)			($)
Thomas D. Logan		497,661	(1)		172,661	(2)			(3)
Jack A. Pacheco		417,000	(1)		139,000	(2)			(3)
Seth B. Rosen		341,225	(1)		92,800	(2)		—
W. Antony Besso		517,461	(4)					—
Iain F. Wilson			(5)					—

(1)	Consists of payments due on a termination without cause or resignation for good reason, subject to the executive signing a release. This amount consists of (i) 100% of annual base salary, (ii) a pro rata portion of any incentive bonus (which for a termination at June 30, 2009, we have assumed to be 100% of the target bonus for fiscal 2009), and (iii) our payments for continued health benefits in the case of Mr. Logan and Mr. Rosen. Such amount would be payable at the same time as such payment would be made while the executive was employed with us. This amount does not include any amounts that are accrued and owing at the time of termination (such as accrued vacation and salary through the date of termination).
(2)	Consists of pro rata portion of any incentive bonus (which we have assumed to be 100% of the target bonus) and, for Mr. Logan, continued health benefits for his family for 12 months.
(3)	For Mr. Logan, this amount reflects (i) 100% vesting of any unvested stock options and (ii) remittance of net proceeds upon the sale by ACAS of vested and unexercised IRR Options under the Call Option Agreement. For Mr. Pacheco, this reflects 100% vesting of any unvested stock options in the event that (i) ACAS no longer owns at least 50% of our outstanding capital stock, or (ii) all or substantially all of our assets are sold, transferred or disposed of, in the case of Mr. Pacheco. The dollar value in each case is based on an assumed public offering price of $     , based on the mid-range of the offering price range, but otherwise assumes the transaction occurred based on unvested options at June 30, 2009.
(4)	Amount includes 12 months of salary and other compensation paid for 2009, assuming payment of the target bonus for fiscal 2009. Amount does not include three months of notice and assumes we do not elect to pay for Mr. Besso’s continued non-competition agreement, as described above.
(5)	Does not include amounts that may be payable as required by law.

Employee Benefit Plans

Stock Plan

The following contains a summary of the material terms of our 2006 Stock Plan, which was originally approved in December 2005. Prior to the consummation of this offering, we expect our Board of Directors and stockholders to approve amendments to this plan, and we refer to the amended plan as the Stock Plan below.

Share Reserve.  As of March 31, 2009, an aggregate of 118,840 shares of our common stock were reserved for issuance, options to purchase 113,788 shares were outstanding and 4,902 shares were available for future grant under the Stock Plan. Prior to the consummation of this offering, we expect to reserve 106,160 additional shares under the Stock Plan. In general, if options or other awards granted under the Stock Plan are

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forfeited or terminate for any other reason before being exercised or settled, then the shares subject to such options or awards will again become available for awards under the Stock Plan.

Administration of the Stock Plan.  The Stock Plan will be administered by our Board of Directors or our Compensation Committee or another committee designated by our Board of Directors. The administrator has complete discretion to make all decisions relating to the interpretation and operation of the Stock Plan. The administrator will have the discretion to determine who will receive an award, the type of award, the number of shares that will be covered by the award, the vesting requirements of the award, if any, and all other features and conditions of the award. The administrator may implement rules and procedures that differ from those described below in order to adapt the Stock Plan to the requirements of countries other than the United States.

Eligibility.  Any employee, consultant or non-employee director may be selected by the administrator to participate in the Stock Plan. Directors affiliated with ACAS and its affiliates are not expected to receive grants.

Type of Awards.  To date, we have granted options under the Stock Plan. Following this offering, awards granted under the Stock Plan may include any of the following:

•  stock options to purchase shares of our common stock at a specified exercise price;

•  restricted stock units, representing the right to receive a specified number of shares of our common stock, the fair market value of such common stock in cash or a combination of cash and shares upon expiration of the vesting period specified for such stock units by the administrator;

•  restricted shares, which are shares of common stock issued to the participant subject to such forfeiture and other restrictions as the administrator, in its sole discretion, shall determine;

•  stock appreciation rights, which are rights to receive shares of our common stock, cash or a combination of shares and cash, the value of which is equal to the spread or excess of (i) the fair market value per share on the date of exercise over (ii) the fair market value per share on the date of grant with respect to a specified number of shares of common stock; and

•  other equity-based awards.

Vesting of Awards.  Equity awards vest at the time or times determined by the administrator. In most cases, our options granted to date vest over the four-year period following the date of grant, but the administrator has the discretion to determine the vesting schedule and whether the vesting will accelerate on events such as death, disability, change in control or involuntary termination of employment. In addition, the administrator may grant performance awards based on performance criteria measured over a specified period.

Other Terms of Awards.  After termination of service by an employee, director or consultant, for any reason other than misconduct, he or she has a period of 30 days (or such longer period as specified in an award agreement) following the date of termination during which to exercise his or her option. The administrator may, at its discretion, extend the period of time for which the option is to remain exercisable, but no option may be exercisable after the expiration of its term.

Change in Control.  In the event of a merger or consolidation of us, all outstanding awards will be subject to the agreement of merger or consolidation, which may provide for the continuation or assumption of outstanding awards; substitution with substantially similar awards; accelerated vesting of awards; or cancellation of awards in exchange for a cash payment equal to the fair market value of the shares over the applicable purchase price of the award.

Amendment and Termination of Plan.  Our Board of Directors may amend or terminate the Stock Plan at any time. No amendment can be effective prior to its approval by our stockholders, to the extent that such approval is required by applicable legal requirements or any exchange on which our common stock is listed. The Stock Plan will continue in effect for ten years from the last approval by stockholders, unless our Board of Directors decides to terminate the plan earlier.

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Limitation of Liability and Indemnification of Officers and Directors

The Certificate of Incorporation and Bylaws that we will adopt prior to the consummation of this offering contain provisions that limit the personal liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages or any breach of fiduciary duties as directors, except liability for:

•  any breach of the director’s duty of loyalty to us or our stockholders;

•  any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•  unlawful payments of dividends, or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

•  any transaction from which the director derived an improper personal benefit.

The Certificate of Incorporation and Bylaws that we will adopt prior to the consummation of this offering provide that we must indemnify our directors and officers to the fullest extent permitted by Delaware law. Our Certificate of Incorporation and Bylaws shall also provide that we shall advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity, regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. Prior to the effectiveness of this offering, we expect to enter into agreements to indemnify our directors and executive officers, and other employees as determined by our Board of Directors, against expenses and liabilities to the fullest extent permitted by Delaware law. With certain exceptions, these agreements also provide for indemnification for related expenses including, among others, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. The indemnification agreement also provides for indemnified directors and officers to select the method by which a determination of eligibility for indemnification is made. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in the Certificate of Incorporation and Bylaws that we will adopt prior to the consummation of this offering may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty of care. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of our common stock by (1) each person known by us to be the beneficial owner of 5% or more of the outstanding common stock, (2) each of our directors, (3) each of the executive officers named in the section entitled “Management” above and (4) all of our executive officers and directors as a group.

Percentage of ownership is based on 1,197,094 shares of common stock outstanding as of June 30, 2009. Beneficial ownership is calculated based on SEC requirements. These requirements also treat as outstanding all shares of common stock that a person would receive upon exercise of stock options or warrants held by that person that are immediately exercisable or exercisable within 60 days of the determination date, which in the case of the following table is June 30, 2009. Shares issuable pursuant to stock options and warrants exercisable within 60 days are deemed outstanding and held by the holder of such options or warrants for computing the percentage of the person holding such options or warrants, but are not deemed outstanding for computing the percentage of any other person. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.

Other than as specifically noted below, the address of each of the named entities or individuals is c/o Mirion Technologies, Inc., 3000 Executive Parkway Suite 222, San Ramon, California 94583.

						Common Stock
	Common Stock					Beneficially Owned		Common Stock
	Beneficially Owned					After the Offering		Beneficially Owned
	Prior to the Offering					Without Over-Allotment		After the Offering With Over-Allotment
Beneficial Owner	Number		Percentage			Number	Percentage	Number	Percentage
Greater than 5% Stockholders:
American Capital, Ltd. and affiliated entities(1)		1,568,579		99.5	%
2 Bethesda Metro Center 14th Floor Bethesda, MD 20814
American Capital Equity I, LLC(2)		469,813		35.9	%
2 Bethesda Metro Center 14th Floor Bethesda, MD 20814
American Capital Equity II, LP(3)		183,278		14.8	%
2 Bethesda Metro Center 14th Floor Bethesda, MD 20814
Named Executive Officers and Directors:
Thomas D. Logan(4)		39,847		3.2	%
Jack A. Pacheco(5)		5,661		*
Seth B. Rosen(6)		3,673		*
W. Antony Besso		7,792		*
Iain F. Wilson(7)		5,430		*
Robert J. Klein(8)		1,568,579		99.5	%
All Executive Officers and Directors as a group (6 persons)		1,630,982		**

*	Indicates less than 1%.
**	Indicates greater than 100% as a result of inclusion of stock options and warrants immediately exercisable or exercisable within 60 days of June 30, 2009.
(1)	Includes 24,503 shares of Class B Non-Voting Common Stock held of record, warrants to purchase 222,156 shares of common stock that are exercisable within 60 days of June 30, 2009, 523,016 shares of

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	Series A-1 Convertible Participating Preferred Stock as-converted to 592,472 shares of common stock, and 73,647 shares of Series A-2 Convertible Participating Preferred Stock as-converted to 76,357 shares of common stock. Also includes 469,813 shares held directly by American Capital Equity I, LLC, or ACE I, and 183,278 shares held directly by American Capital Equity II, LP, or ACE II. See footnotes (2) and (3) below.
(2)	Includes 12,610 shares of Class B Non-Voting Common Stock held of record, a warrant to purchase 113,017 shares of common stock that are exercisable within 60 days of June 30, 2009, 269,150 shares of Series A-1 Convertible Participating Preferred Stock as-converted to 304,893 shares of common stock, and 37,899 shares of Series A-2 Convertible Participating Preferred Stock as-converted to 39,293 shares of common stock. American Capital Equity Management, LLC, or ACEM, an indirect wholly owned subsidiary of American Capital, Ltd., is the manager of this entity and pursuant to an operating agreement, ACEM exercises voting power on behalf of ACE I. As an officer of American Capital and ACEM, Mr. Klein may be deemed to have voting and/or investment control over the shares held by ACAS or ACE I. ACAS, ACEM, and Mr. Klein disclaim beneficial ownership of the shares held by ACE I except to the extent of any pecuniary interests therein. See footnotes (1) and (8).
(3)	Includes 4,919 shares of Class B Non-Voting Common Stock held of record, a warrant to purchase 44,089 shares of common stock that are exercisable within 60 days of June 30, 2009, 104,999 shares of Series A-1 Convertible Participating Preferred Stock as-converted to 118,942 shares of common stock, and 14,784 shares of Series A-2 Convertible Participating Preferred Stock as-converted to 15,328 shares of common stock. American Capital Equity Management II, LLC, or ACEM II, an indirect wholly owned subsidiary of ACAS, is the general partner of this entity and pursuant to a management agreement, ACEM II exercises voting power on behalf of ACE II. As an officer of ACAS and ACEM II, Mr. Klein may be deemed to have voting and/or investment control over the shares held by ACAS or ACE II. ACAS, ACEM II, and Mr. Klein disclaim beneficial ownership of the shares held by ACE II except to the extent of any pecuniary interests therein. See footnotes (1) and (8).
(4)	Consists of 2,091 shares of Class A Voting Common Stock held of record, a warrant to purchase 4,063 shares of common stock that are exercisable within 60 days of June 30, 2009, 920 shares of Series A-1 Convertible Participating Preferred Stock as-converted to 1,379 shares of common stock, options to purchase 14,564 shares of common stock that are exercisable within 60 days of June 30, 2009, and options to purchase 17,750 shares of common stock held by ACAS that are exercisable within 60 days of June 30, 2009.
(5)	Consists of options to purchase 5,661 shares of common stock that are exercisable within 60 days of June 30, 2009.
(6)	Consists of options to purchase 3,673 shares of common stock that are exercisable within 60 days of June 30, 2009.
(7)	Consists of options to purchase 5,430 shares of common stock that are exercisable within 60 days of June 30, 2009.
(8)	Represents shares held by American Capital, ACE I and ACE II, as described in footnotes (1), (2) and (3). As an officer of ACAS, ACEM and ACEM II, Mr. Klein may be deemed to beneficially own the shares owned by these entities. Mr. Klein disclaims beneficial ownership of any such shares in which he does not have a pecuniary interest.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Agreements with ACAS

We have entered into certain agreements with ACAS and its affiliates, which will own     % of our issued and outstanding common stock after the completion of this offering, assuming no exercise of the underwriters’ over-allotment option. One of our directors, Mr. Klein, is an employee of ACAS. Set forth below is a brief description of the relationships and agreements between us and ACAS.

Certificate of Incorporation and Bylaws

The Certificate of Incorporation that we will adopt prior to the consummation of this offering will provide that ACAS has the right to designate up to three members of our seven member Board of Directors, as set forth under “Management—Board Structure and Compensation.”

The Bylaws that we will adopt prior to the consummation of this offering will provide that at least one of the directors designated by ACAS must be part of the majority in any action taken by our Board of Directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, other than on matters in which ACAS has a conflict of interest (as it would if it appointed a majority of our directors). Our Bylaws will also provide that ACAS will have the right to designate three of our seven directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, two directors so long as they hold at least 25% but less than 50.1% and one director so long as they hold at least 10% but less than 25%.

Registration Rights Agreement

Prior to the consummation of this offering, we shall enter into a registration rights agreement with ACAS and certain of its affiliates, Thomas D. Logan, W. Antony Besso and certain other of our stockholders, pursuant to which such stockholders will have registration rights with respect to our common stock. Under the agreement, ACAS may from time to time require us to effect registrations of our securities held by ACAS and its affiliates, and ACAS, Thomas D. Logan, W. Antony Besso and certain other of our stockholders may join in registrations which we may effect, either for our benefit or for the benefit of other holders of our common stock. See “Description of Capital Stock—Registration Rights.”

Investment Banking Services Agreement

In December 2005, our predecessor entered into an investment banking services agreement with ACFS, a subsidiary of ACAS, pursuant to which ACFS may provide financial and advisory services to us. These services include evaluating, initiating and structuring any potential acquisitions by us, raising debt or equity financing, financial analysis and modeling, and related tasks.

The agreement also includes customary indemnification provisions in favor of ACFS, and customary limitations of each entity’s liability for services rendered under the investment banking services agreement in good faith and with reasonable care.

So long as the agreement is effective, we are required to pay to ACFS an annual management fee of $1.6 million, plus reimbursement for all reasonable out-of-pocket expenses. The management fee is payable on a quarterly basis, in advance. We incurred $1.6 million for management fees in fiscal 2008. We and ACFS have agreed to terminate this agreement upon the consummation of this offering in return for a one-time payment by us to ACFS of $8.0 million.

Indebtedness

ACAS and its affiliates hold certain indebtedness of our subsidiaries. Such indebtedness consists of senior term notes, senior subordinated notes, junior subordinated notes, revolving notes and stockholder loans. Certain of such indebtedness are governed by Note and Equity Purchase Agreements, and are guaranteed and secured by us and our subsidiaries. See “Use of Proceeds.”

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Interested Transactions—Transactions with Management

Call Option Agreement between ACAS and Thomas D. Logan

Our President, Chief Executive Officer and Chairman of the Board, Thomas D. Logan, entered into a Call Option Agreement with ACAS and certain of its affiliates, in which ACAS granted time and performance-based options to Mr. Logan to purchase shares of the common stock of one of our predecessors on account of his services as an officer and director. After the formation of Mirion, the agreement was amended to provide Mr. Logan with an option to purchase certain of our Class A Common Stock held by ACAS.

The agreement provides Mr. Logan with a performance-based option to purchase 54,564 shares of our common stock held by ACAS or its affiliates at an exercise price of $88.75 per share. The performance-based options are divided into three tranches, each of which will either vest or become cancelled in two halves upon our IPO or change in control, depending on whether ACAS achieves certain internal rates of return or returns on investment in such an event.

Upon completion of this offering, vesting of the performance-based options will occur in two stages. The first stage occurs 30 days after the effective time of this offering at which time 50% of the options in each tranche will vest if ACAS achieves certain minimum internal rates of return, ranging between 25–40% or certain minimum returns on investment ranging between 2.0–2.7x. If neither goal is met, the portion of such options will be cancelled. The second stage occurs on the earlier of two years after the effective time of this offering or upon the sale by ACAS of its investments in us, at which time the remaining 50% of the options in each tranche will vest if ACAS achieves certain minimum internal rates of return ranging between 25–40% or certain minimum returns on investment of 2.0–2.7x. If neither goal is met, such options will be cancelled.

The Call Option Agreement also provides Mr. Logan with an option to purchase 17,750 shares of our common stock held by ACAS that vest on a monthly schedule. All such options have vested as of June 30, 2009.

All options granted by ACAS and its affiliates to Mr. Logan pursuant to the Call Option Agreement are to be reduced on an economically equivalent basis in the event we grant Mr. Logan options to purchase shares of our common stock after the date of the Call Option Agreement, provided such options are no less favorable to Mr. Logan.

Indemnification and Employment Agreements

Prior to the consummation of this offering, we shall enter into indemnification agreements pursuant to which we will indemnify our directors and our executive officers in certain circumstances, and hold them harmless against any expenses and liabilities incurred in the performance of their duties to us. Such indemnification includes, among other things, advancement of expenses to indemnitees, payment of fees of independent counsel and conditions of full release of liability to indemnitees in settlement. See “Executive Compensation—Limitation of Liability and Indemnification of Officers and Directors.” We have also entered into employment agreements and non-competition agreements with certain of our executive officers. See “Executive Compensation—Employment Agreements and Potential Payments on Termination and Change of Control.”

Policies and Procedures for Related Party Transactions

We do not currently have a formal, written policy or procedure for the review and approval of related party transactions. However, all related party transactions are currently reviewed by our Board of Directors.

Our Board of Directors intends to adopt a written related person transaction policy to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness or employment by us of a related person.

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DESCRIPTION OF CAPITAL STOCK

Following the consummation of this offering, our authorized capital stock will consist of           shares of common stock, par value $0.001 per share and           shares of preferred stock, par value $0.001 per share, undesignated as to series. As of June 30, 2009, 1,197,094 shares of common stock were issued and outstanding and held by nine stockholders of record and no shares of undesignated preferred shares were outstanding, assuming the conversion of all of our convertible preferred stock and Class A Voting Common Stock and Class B Non-Voting Common Stock. The following summary description relating to our capital stock does not purport to be complete and is qualified in its entirety by the applicable provisions of the Delaware General Corporation Law and the Certificate of Incorporation and Bylaws that we will adopt prior to the consummation of this offering, and that will be filed as an exhibit to the registration statement of which this prospectus forms a part.

Common Stock

The holders of common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our Board of Directors out of funds legally available therefor. See “Dividend Policy.” In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable, and the shares of common stock to be issued upon completion of this offering will be fully paid and non-assessable.

The Bylaws that we will adopt prior to the consummation of this offering will provide that at least one of the directors designated by ACAS must be part of the majority in any action taken by our Board of Directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, other than on matters in which ACAS has a conflict of interest (as it would if it appointed a majority of our directors). Our Bylaws will also provide that ACAS will have the right to designate three of our seven directors so long as ACAS and its affiliated funds hold at least 50.1% of our outstanding common stock, two directors so long as they hold at least 25% but less than 50.1% and one director so long as they hold at least 10% but less than 25%.

Preferred Stock

Pursuant to the Certificate of Incorporation that we will adopt prior to the consummation of this offering, our Board of Directors will be authorized, without any action by our stockholders, to designate and issue shares of preferred stock in one or more series and to designate the powers, preferences and rights of each series, which may be greater than the rights of our common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of our common stock until our Board of Directors determines the specific rights of the holders of such preferred stock. However, the effects might include, among other things:

•  impairing dividend rights of our common stock;

•  diluting the voting power of our common stock;

•  impairing the liquidation rights of our common stock; and

•  delaying or preventing a change of control of us without further action by our stockholders.

Upon completion of this offering, no shares of our preferred stock will be outstanding.

Registration Rights

Prior to the consummation of this offering, we shall enter into a registration rights agreement with ACAS and certain of its affiliates, Thomas D. Logan, W. Antony Besso and certain other of our stockholders, under

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which these stockholders may require us to register their shares of common stock under the securities laws for sale.

Requested Registration

The agreement shall provide that, any time following 180 days (subject to extension in the event the lock-up agreement with the underwriters is extended) after the effective date of a registration statement for this offering, ACAS and any transferee receiving at least 25% of ACAS’s registrable securities held at the time of signing the agreement, so long as the requesting party holds at least 25% of the registrable securities held by all the parties holding requested registration rights at the time of the request for registration, may require us to effect a registration under the Securities Act of 1933 of all or a portion of our securities held by them.

We may decline to honor any of these requested registrations if more than four requested registrations have already been undertaken.

Form S-3 Registration

We are also obligated in certain circumstances under the registration rights agreement to use our best efforts to effect and maintain the effectiveness of a registration on Form S-3, if ACAS, a permitted transferee of ACAS or other stockholder under the agreement holding two percent or more of our common stock requests that we make such registration and the aggregate gross proceeds of such registration are reasonably anticipated to exceed $5,000,000. Upon such a request, all other eligible holders of our securities under the registration rights agreement may also elect to register their securities under such registration statement.

We may decline to honor a requested registration 30 days prior to or 90 days immediately following the effective date of another registration statement. Furthermore, we may postpone the filing of a requested registration on Form S-3, but not more than once in any 12-month period, for a reasonable period of time if filing the registration statement would have a material adverse effect on us, including if our Board of Directors determines that a registration would materially interfere with a significant acquisition or company reorganization, require premature disclosure of material nonpublic information or render us unable to comply with requirements under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Incidental Registration

In addition to our obligations with respect to requested registrations, if we propose to register any of our securities (other than a registration on From S-8 or S-4 or successor forms to these forms), whether or not such registration is for our own account, ACAS, permitted transferees of ACAS and other stockholders party to the registration rights agreement will have the opportunity to participate in such registration.

If the incidental registration relates to an underwritten primary registration on our behalf and marketing factors require a limitation of the number of shares to be offered, first priority of inclusion shall be given to us and second priority will be given to ACAS and other stockholders participating in the incidental registration. If the incidental registration relates to an underwritten secondary registration on behalf of holders of our securities and marketing factors require a limitation of the number of shares to be offered, first priority of inclusion will be given to the original requesting stockholder, and second priority will be given to the remaining stockholders participating in the incidental registration.

Expenses of Registration

We will pay all expenses of registration, other than underwriting discounts and commissions, related to any requested, Form S-3 or incidental registration.

Indemnification

The agreement contains customary cross-indemnification provisions under which we are obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration

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statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions attributable to them.

Anti-Takeover Effects of Delaware Law

Pursuant to the Certificate of Incorporation that we will adopt prior to the consummation of this offering, we shall opt out of the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder (defined generally as a person owning 15% or more of the corporation’s voting stock) for a period of three years following the date the person became an interested stockholder unless:

•  prior to the date the person became an interested person, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•  upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

•  at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.

Listing

We will apply to have the common stock approved for quotation on the NASDAQ Global Market under the symbol “MION.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is          .

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock. Future sales of substantial amounts of our common stock in the public market could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our common stock in the public market after the restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future.

Upon completion of this offering, we will have           shares of common stock outstanding, assuming the exercise of the underwriters’ over-allotment option, the conversion of all outstanding shares of preferred stock and no exercise of any options and warrants outstanding as of          . Of these shares, the           shares, or           shares if the underwriters exercise their over-allotment option in full, sold in this offering will be freely transferable without restriction or registration under the Securities Act, except for any shares purchased by one of our existing “affiliates,” as that term is defined in Rule 144 under the Securities Act. The remaining           shares of common stock existing are “restricted shares” as defined in Rule 144. Restricted shares may be sold in the public market only if registered or if they qualify for an exemption from registration under Rules 144 or 701 of the Securities Act. As a result of the contractual 180-day lock-up period (subject to customary extension) described below and the provisions of Rules 144 and 701, these shares will be available for sale in the public market as follows:

Number of Shares	Date
	On the date of this prospectus.
	After 90 days from the date of this prospectus.
	After 180 days from the date of this prospectus (subject, in some cases, to volume limitations).
	At various times after 180 days from the date of this prospectus (subject, in some cases, to volume limitations).

Rule 144

In general, under Rule 144 as currently in effect, once we have been a reporting company subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for 90 days, an affiliate who has beneficially owned restricted shares of our common stock for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

•  1% of the number of shares of common stock then outstanding, which will equal shares immediately after this offering; and

•  the average weekly reported volume of trading of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

However, the six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. In addition, any sales by affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and the availability of current public information about us.

The volume limitation, manner of sale and notice provisions described above will not apply to sales by non-affiliates. For purposes of Rule 144, a non-affiliate is any person or entity who is not our affiliate at the time of sale and has not been our affiliate during the preceding three months. Once we have been a reporting company for 90 days, a non-affiliate who has beneficially owned restricted shares of our common stock for six months may rely on Rule 144 provided that certain public information regarding us is available. The six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. However, a non-affiliate who has beneficially owned the restricted shares proposed to be sold for at least one year will not be subject to any restrictions under Rule 144 regardless of how long we have been a reporting company.

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We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our common stock, the personal circumstances of the stockholder and other factors.

Rule 701

In general, our employees, directors, officers, consultants or advisors who purchase shares from us under Rule 701 in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering are entitled to resell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirements or other restrictions contained in Rule 701, but subject to the lock-up agreements described below.

The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options. Securities issued in reliance on Rule 701 are restricted securities and, subject to the contractual restrictions described above, beginning 90 days after the date of this prospectus, may be sold by persons other than “affiliates,” as defined in Rule 144, subject only to the manner of sale provisions of Rule 144 and by “affiliates” under Rule 144 without compliance with its one-year minimum holding period requirement.

Registration Rights

Prior to the consummation of this offering, we shall enter into a registration rights agreement with ACAS and certain of its affiliates, Thomas D. Logan, W. Antony Besso and certain other of our stockholders, under which these stockholders may require us to register their shares of common stock under the securities laws for sale. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates.

Stock Options

As of June 30, 2009, options to purchase a total of 113,788 shares of common stock were outstanding. All of the shares subject to options are subject to lock-up agreements. An additional 4,902 shares of common stock were available for future option grants under our Stock Plan.

Upon completion of this offering, we intend to file a registration statement under the Securities Act covering all shares of common stock subject to outstanding options or issuable pursuant to our equity plans. Shares registered under this registration statement will be available for sale in the open market, subject to Rule 144 volume limitations applicable to affiliates, vesting restrictions with us or the contractual restrictions described below.

Lock-up Agreements

Our officers, directors and substantially all of our stockholders, who hold an aggregate of approximately           shares of our common stock, have agreed, subject to customary exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock for a period of 180 days after the date of this prospectus, without the prior written consent of each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK

The following is a general discussion of the material U.S. federal income and estate tax consequences of the ownership and disposition of our common stock by a beneficial owner that is a “Non-U.S. Holder,” other than a Non-U.S. Holder that owns, or has owned, actually or constructively, more than 5% of our common stock. A “Non-U.S. Holder” is a person or entity that, for U.S. federal income tax purposes, is a:

•  nonresident alien individual, other than a former citizen or resident of the United States subject to tax as an expatriate;

•  foreign corporation; or

•  foreign estate or trust.

A “Non-U.S. Holder” generally does not include a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of disposition of our common stock. Such an individual is urged to consult his or her own tax adviser regarding the U.S. federal income tax consequences of the sale, exchange or other disposition of our common stock.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds our common stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding our common stock and partners in such partnerships are urged to consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of our common stock.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to Non-U.S. Holders in light of their particular circumstances and does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. Prospective holders are urged to consult their tax advisers with respect to the particular tax consequences to them of owning and disposing of our common stock, including the consequences under the laws of any state, local or foreign jurisdiction.

Dividends

As discussed under “Dividend Policy” above, we do not currently expect to pay dividends. In the event that we do pay dividends, dividends paid to a Non-U.S. Holder of our common stock generally will be subject to withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding, a Non-U.S. Holder will be required to provide an Internal Revenue Service Form W-8BEN certifying its entitlement to benefits under a treaty.

If a Non-U.S. Holder is engaged in a trade or business in the United States, and if dividends paid to the Non-U.S. Holder are effectively connected with the conduct of this trade or business (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment), the Non-U.S. Holder, although exempt from the withholding tax discussed in the preceding paragraph, will generally be taxed in the same manner as a U.S. person. Such a Non-U.S. Holder will be required to provide a properly executed Internal Revenue Service Form W-8ECI in order to claim an exemption from withholding. A non-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

Gain on Disposition of Common Stock

Subject to the backup withholding rules discussed below, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on gain realized on a sale or other disposition of our common stock unless:

•  the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, or

•  the Company is or has been a U.S. real property holding corporation, as defined in the Code, at any time within the five-year period preceding the disposition or the Non-U.S. Holder’s holding period, whichever period is shorter, and our common stock has ceased to be traded on an established securities market prior to the beginning of the calendar year in which the sale or disposition occurs.

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The Company believes that it is not, and does not anticipate becoming, a U.S. real property holding corporation.

If a Non-U.S. Holder is engaged in a trade or business in the United States and gain recognized by the Non-U.S. Holder on a sale or other disposition of our common stock is effectively connected with the conduct of such trade or business, the Non-U.S. Holder will generally be taxed in the same manner as a U.S. person, subject to an applicable income tax treaty providing otherwise. Non-U.S. Holders whose gain from dispositions of our common stock may be effectively connected with a conduct of a trade or business in the United States are urged to consult their own tax advisers with respect to the U.S. tax consequences of the ownership and disposition of our common stock, including the possible imposition of a branch profits tax.

Information Reporting Requirements and Backup Withholding

Information returns will be filed with the Internal Revenue Service in connection with payments of dividends on our common stock. Unless the Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person, information returns may be filed with the Internal Revenue Service in connection with the proceeds from a sale or other disposition of our common stock and the Non-U.S. Holder may be subject to backup withholding on dividend payments on our common stock or on the proceeds from a sale or other disposition of our common stock. The certification procedures required to claim a reduced rate of withholding under a treaty described above will satisfy the certification requirements necessary to avoid backup withholding as well. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

Federal Estate Tax

Individual Non-U.S. Holders and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty benefit, our common stock will be treated as U.S. situs property subject to U.S. federal estate tax.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated          , we have agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. are acting as representatives, the following respective numbers of shares of common stock:

	Number
Underwriter	of Shares
Credit Suisse Securities (USA) LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities Inc.
Robert W. Baird & Co.
Total

The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

We have granted to the underwriters a 30-day option to purchase on a pro rata basis up to           additional shares from us and an aggregate of           additional outstanding shares from the selling stockholders at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over allotments of common stock.

The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $      per share. The underwriters and selling group members may allow a discount of $      per share on sales to other broker/dealers. After the initial public offering the representatives may change the public offering price and concession and discount to broker/dealers.

The following table summarizes the compensation and estimated expenses we will pay:

	Per Share		Total
	Without	With	Without	With
	Over-Allotment	Over-Allotment	Over-Allotment	Over-Allotment
Underwriting Discounts and Commissions paid by us	$	$	$	$
Expenses payable by us	$	$	$	$

The representatives have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of common stock being offered. The underwriters will not confirm sales to any accounts over which they exercise discretionary authority without first receiving a written consent from those accounts.

We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. for a period of 180 days after the date of this prospectus. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the

108

last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. waives, in writing, such an extension.

Our officers, directors and substantially all of our stockholders have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. for a period of 180 days after the date of this prospectus, subject to customary exceptions. However, in the event that either (1) during the last 17 days of the “lock-up” period, we release earnings results or material news or a material event relating to us occurs or (2) prior to the expiration of the “lock-up” period, we announce that we will release earnings results during the 16-day period beginning on the last day of the “lock-up” period, then in either case the expiration of the “lock-up” will be extended until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of the material news or event, as applicable, unless each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. waives, in writing, such an extension.

We have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

We will apply to list the shares of common stock on the NASDAQ Global Market.

In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

•  Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•  Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

•  Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

109

•  Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

•  In passive market making, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our common stock until the time, if any, at which a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions, if commenced, may be discontinued at any time.

A prospectus in electronic format may be made available on the web sites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.

110

NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of the shares of our common stock which are the subject of this offering (the “Shares”) in Canada is being made only on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of the Shares are made. Any resale of the Shares in Canada must be made under applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the Shares.

Representations of Purchasers

By purchasing the Shares in Canada and accepting a purchase confirmation a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:

•  the purchaser is entitled under applicable provincial securities laws to purchase the Shares without the benefit of a prospectus qualified under those securities laws,

•  where required by law, that the purchaser is purchasing as principal and not as agent,

•  the purchaser has reviewed the text above under Resale Restrictions, and

•  the purchaser acknowledges and consents to the provision of specified information concerning its purchase of the Shares to the regulatory authority that by law is entitled to collect the information.

Further details concerning the legal authority for this information is available on request.

Rights of Action—Ontario Purchasers Only

Under Ontario securities legislation, certain purchasers who purchase a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of the Shares, for rescission against us in the event that this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the Shares. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the Shares. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount recoverable in any action exceed the price at which the Shares were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the Shares as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

Enforcement of Legal Rights

All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

Canadian purchasers of the Shares should consult their own legal and tax advisors with respect to the tax consequences of an investment in the in their particular circumstances and about the eligibility of the           for investment by the purchaser under relevant Canadian legislation.

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NOTICE TO RESIDENTS OF THE
EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of the Shares which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of the Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) by the underwriters to fewer than 100 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. for any such offer; or

(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of the Shares shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

Any person making or intending to make any offer within the EEA of the Shares which are the subject of the offering contemplated in this prospectus should only do so in circumstances in which no obligation arises for us or any of the underwriters to produce a prospectus for such offer. Neither we nor the underwriters have authorised, nor do they authorise, the making of any offer of the Shares through any financial intermediary, other than offers made by underwriters which constitute the final offering of Shares contemplated in this prospectus.

For the purposes of this provision, and the buyer’s representation below, the expression an “offer to the public” in relation to the Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Shares to be offered so as to enable an investor to decide to purchase the Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Buyer’s Representation

Each person in a Relevant Member State who receives any communication in respect of, or who acquires the Shares under, the offers contemplated in this prospectus will be deemed to have represented, warranted and agreed to and with each underwriter and us that:

(a) it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

(b) in the case of the Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Shares acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” as defined in the Prospectus Directive, or in circumstances in which the prior consent of each of Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc. has been given to the offer or resale; or (ii) where the Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of the Shares to it is not treated under the Prospectus Directive as having been made to such persons.

112

NOTICE TO PROSPECTIVE INVESTORS IN SWITZERLAND

This document as well as any other material relating to the Shares which are the subject of the offering contemplated by this prospectus do not constitute an issue prospectus pursuant to Article 652a of the Swiss Code of Obligations. The Shares will not be listed on the SWX Swiss Exchange and, therefore, the documents relating to the Shares, including, but not limited to, this document, do not claim to comply with the disclosure standards of the listing rules of SWX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SWX Swiss Exchange.

The Shares are being offered in Switzerland by way of a private placement, i.e., to a small number of selected investors only, without any public offer and only to investors who do not purchase the Shares with the intention to distribute them to the public. The investors will be individually approached by the Issuer from time to time.

This document as well as any other material relating to the Shares is personal and confidential and do not constitute an offer to any other person. This document may only be used by those investors to whom it has been handed out in connection with the offering described herein and may neither directly nor indirectly be distributed or made available to other persons without express consent of the Issuer. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in (or from) Switzerland.

113

NOTICE TO PROSPECTIVE INVESTORS IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE

This document relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This document is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with exempt offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the information set out in it, and has no responsibility for it. The Shares which are the subject of the offering contemplated by this prospectus may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Shares offered should conduct their own due diligence on the Shares. If you do not understand the contents of this document you should consult an authorised financial adviser.

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LEGAL MATTERS

The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Davis Polk & Wardwell LLP, Menlo Park, California and by Latham & Watkins LLP, Menlo Park, California for the underwriters.

EXPERTS

The consolidated financial statements of Mirion Technologies, Inc. at June 30, 2008 and 2007, and for each of the three years in the period ended June 30, 2008, appearing in this Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC, Washington, D.C. 20549, a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the company and its common stock, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits and schedules thereto, may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov. The registration statement, including the exhibits and schedules thereto, are also available for reading and copying at the offices of NASDAQ Operations, 1735 K Street, N.W., Washington, D.C. 20006.

As a result of the offering, we will become subject to the full informational requirements of the Securities Exchange Act of 1934, as amended. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports containing consolidated financial statements certified by an independent public accounting firm. We also maintain an Internet site at www.mirion.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.

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MIRION TECHNOLOGIES, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Mirion Technologies, Inc. Consolidated Financial Statements:
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) and Comprehensive Loss		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-8

F-1

REPORT OF ERNST & YOUNG LLP,
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Mirion Technologies, Inc.

We have audited the accompanying consolidated balance sheets of Mirion Technologies, Inc. and subsidiaries (the Company) as of June 30, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Mirion Technologies, Inc. and subsidiaries at June 30, 2008 and 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period ended June 30, 2008, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — An Interpretation of FASB No. 109, effective July 1, 2007.

/s/ Ernst & Young LLP

San Francisco, California

August 13, 2009

F-2

MIRION TECHNOLOGIES, INC.
Consolidated Balance Sheets

	June 30,						March 31,
	2007			2008			2009
							(unaudited)
	(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	6,561		$	8,959		$	12,260
Restricted cash — current		735			1,455			955
Accounts receivable — net of allowance for doubtful accounts		29,983			36,983			31,835
Costs in excess of billings on uncompleted contracts		9,956			17,515			17,030
Receivables pledged to creditors		2,307			5,272			2,324
Inventories — net of provision for excess and obsolete inventory		28,754			33,214			30,984
Prepaid expenses and other current assets		5,270			7,091			8,928
Deferred cost of sales		9,150			17,803			18,320
Deferred income taxes — current		1,769			3,961			3,043
Total current assets		94,485			132,253			125,679
Property, plant, and equipment — net		15,250			17,413			16,206
Goodwill		139,065			147,841			134,999
Intangible assets — net		41,146			33,171			25,340
Restricted cash		3,406			3,909			4,850
Deferred income taxes		3,769			304			257
Other assets		2,861			1,772			1,280
Total assets	$	299,982		$	336,663		$	308,611
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	18,717		$	25,323		$	16,568
Accrued expenses and other current liabilities		42,278			59,276			69,434
Income taxes payable		8,616			2,552			—
Deferred contract revenue		30,567			38,988			44,059
Deferred income tax liabilities — current		1,451			2,055			914
Notes payable — current		4,601			9,033			5,098
Notes payable to ACAS — current		520			520			520
Total current liabilities		106,750			137,747			136,593
Notes payable to ACAS		158,941			172,666			178,689
Notes payable		1,316			1,200			788
Deferred income taxes		15,431			11,795			10,555
Other liabilities		4,580			11,403			10,181
Total liabilities		287,018			334,811			336,806
Stockholders’ equity (deficit):
Convertible Participating Preferred stock — $0.001 par value; Series A-1 authorized, 1,200,000 shares; issued and outstanding 678,804 shares at June 30, 2007 and 2008 and March 31, 2009; Series A-2 authorized, 300,000 shares; issued and outstanding 70,000 shares at June 30, 2007 and 2008 and March 31, 2009		749			749			749
Common stock — $0.001 par value; Class A — authorized 2,500,000 shares: issued and outstanding, 2,091 shares at June 30, 2007 and 2008 and March 31, 2009; Class B — authorized 700,000 shares; issued and outstanding, 45,500, 45,650 and 45,650 shares at June 30, 2007 and 2008 and March 31, 2009		48			48			48
Additional paid-in capital		84,063			75,358			68,933
Accumulated deficit		(80,674	)		(94,671	)		(102,853	)
Accumulated other comprehensive income		8,778			20,368			4,928
Total stockholders’ equity (deficit)		12,964			1,852			(28,195	)
Total liabilities and stockholders’ equity	$	299,982		$	336,663		$	308,611

See notes to consolidated financial statements.

F-3

MIRION TECHNOLOGIES, INC.
Consolidated Statements of Operations

	Years Ended June 30,									Nine Months Ended March 31,
	2006			2007			2008			2008			2009
										(unaudited)
	(in thousands, except share data)
Revenue	$	147,148		$	175,361		$	189,933		$	142,013		$	143,541
Cost of revenue		79,452			97,222			102,871			76,774			79,226
Gross profit		67,696			78,139			87,062			65,239			64,315
Operating expenses:
Selling, general and administrative expenses		68,174			59,792			63,008			45,889			48,933
Research and development		9,726			11,875			14,865			11,134			9,051
Total operating expenses		77,900			71,667			77,873			57,023			57,984
(Loss) income from operations		(10,204	)		6,472			9,189			8,216			6,331
Interest income		106			127			145			109			122
Interest expense		(20,719	)		(19,195	)		(20,435	)		(14,604	)		(13,874	)
Other income, net		4,964			786			1,650			1,203			671
Loss before provision for income taxes		(25,853	)		(11,810	)		(9,451	)		(5,076	)		(6,750	)
Provision for income taxes		1,585			6,050			4,546			3,729			1,432
Net loss		(27,438	)		(17,860	)		(13,997	)		(8,805	)		(8,182	)
Paid-in-kind preferred dividends		(7,080	)		(8,141	)		(8,993	)		(6,674	)		(7,333	)
Net loss allocable to common stockholders	$	(34,518	)	$	(26,001	)	$	(22,990	)	$	(15,479	)	$	(15,515	)
Net loss per common share allocable to common stockholders’ per share — basic and diluted	$	(771.87	)	$	(546.08	)	$	(482.31	)	$	(324.74	)	$	(324.98	)
Weighted average number of shares used in computing net loss allocable to common stockholders — basic and diluted		44,720			47,614			47,666			47,666			47,741

See notes to consolidated financial statements.

F-4

MIRION TECHNOLOGIES, INC.

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) and Comprehensive Loss

(in thousands)

	Convertible
	Participating																						Accumulated			Total
	Preferred				IST and Synodys						Mirion						Additional						Other			Stockholders’
	Stock				Common Stock						Common Stock						Paid-in			Accumulated			Comprehensive			Equity
	Shares		Amount		Shares			Amount			Shares			Amount			Capital			Deficit			Income (Loss)			(Deficit)
	(in thousands, except share amounts)
BALANCE — July 1, 2005		—	$	—		23,041		$	4,750			—		$	—		$	—		$	(35,376	)	$	1,068		$	(29,558	)
Formation of Mirion January 1, 2006		748,804		749		(23,041	)		(4,750	)		43,747			44			93,961			—			—			90,004
Sale of common stock		—		—		—			—			3,890			4			385			—			—			389
Stock-based compensation		—		—		—			—			—			—			1,356			—			—			1,356
Repurchase of common stock		—		—		—			—			—			—			—			—			—
Preferred stock dividend		—		—		—			—			—			—			(3,757	)		—			—			(3,757	)
Components of comprehensive loss:
Net loss		—		—		—			—			—			—			—			(27,438	)		—			(27,438	)
Foreign currency translation, net of tax of $0		—		—		—			—			—			—			—			—			2,191			2,191
Total comprehensive loss		—		—		—			—			—			—			—			—			—			(25,247	)
BALANCE — July 1, 2006		748,804		749		—			—			47,637			48			91,945			(62,814	)		3,259			33,187
Stock issued for compensation		—		—		—			—			1,104			1			129			—			—			130
Stock-based compensation		—		—		—			—			—			—			244			—			—			244
Repurchase of common stock		—		—		—			—			(1,150	)		(1	)		(114	)		—			—			(115	)
Preferred stock dividend		—		—		—			—			—			—			(8,141	)		—			—			(8,141	)
Components of comprehensive loss:
Net loss		—		—		—			—			—			—			—			(17,860	)		—			(17,860	)
Unrecognized actuarial losses and prior service benefit, net of tax of $34		—		—		—			—			—			—			—			—			248			248
Foreign currency translation, net of tax of $0		—		—		—			—			—			—			—			—			5,271			5,271
Total comprehensive loss		—		—		—			—			—			—			—			—			—			(12,341	)
BALANCE — June 30, 2007		748,804		749		—			—			47,591			48			84,063			(80,674	)		8,778			12,964
Exercise of stock options		—		—		—			—			150			—			13			—			—			13
Stock-based compensation		—		—		—			—			—			—			275			—			—			275
Preferred stock dividend		—		—		—			—			—			—			(8,993	)		—			—			(8,993	)
Components of comprehensive income:
Net loss		—		—		—			—			—			—			—			(13,997	)		—			(13,997	)
Unrecognized actuarial losses and prior service benefit, net of tax of $65		—		—		—			—			—			—			—			—			161			161
Foreign currency translation, net of tax of $0		—		—		—			—			—			—			—			—			11,429			11,429
Total comprehensive loss		—		—		—			—			—			—			—			—			—			(2,407	)
BALANCE — June 30, 2008		748,804		749		—			—			47,741			48			75,358			(94,671	)		20,368			1,852
Stock-based compensation (unaudited)		—		—		—			—			—			—			908			—			—			908
Preferred stock dividend (unaudited)		—		—		—			—			—			—			(7,333	)		—			—			(7,333	)
Components of comprehensive loss:
Net loss (unaudited)		—		—		—			—			—			—			—			(8,182	)		—			(8,182	)
Foreign currency translation, net of tax of $0 (unaudited)		—		—		—			—			—			—			—			—			(15,440	)		(15,440	)
Total comprehensive loss (unaudited)		—		—		—			—			—			—			—			—			—			(23,622	)
BALANCE — March 31, 2009 (unaudited)		748,804	$	749		—		$	—			47,741		$	48		$	68,933		$	(102,853	)	$	4,928		$	(28,195	)

See notes to consolidated financial statements.

F-5

MIRION TECHNOLOGIES, INC.

Consolidated Statements of Cash Flows

										Nine Months Ended
	Year ended June 30,									March 31,
	2006			2007			2008			2008			2009
										(unaudited)
	(in thousands)
Operating activities:
Net loss	$	(27,438	)	$	(17,860	)	$	(13,997	)	$	(8,805	)	$	(8,182	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		16,333			16,287			14,098			10,376			9,307
Paid-in-kind interest expense		4,891			1,810			1,904			1,422			1,486
Stock-based compensation		1,385			374			275			162			908
Gain (loss) on disposal of property, plant, and equipment		436			191			418			314			59
Change in estimated fair value of warrant liability		(6,849	)		—			—			—			—
Amortization of loan fees, debt discounts and preferred stock discounts		2,782			320			513			385			183
Provision for doubtful accounts		14			205			30			18			6
Deferred income taxes		(4,061	)		404			(1,643	)		2,735			(1,416	)
Change in estimated fair value of derivative instruments		(54	)		(14	)		9			7			222
Changes in operating assets and liabilities:
Accounts receivable		(10,892	)		7,558			(6,871	)		(6,297	)		5,768
Receivables pledged to creditors		—			(2,307	)		(2,965	)		(441	)		2,948
Prepaid expenses and other current assets		310			(205	)		(1,829	)		(2,322	)		(2,002	)
Inventories		(7,320	)		(4,016	)		(4,690	)		(6,132	)		2,478
Deferred cost of sales		(2,450	)		2,371			(8,173	)		(5,074	)		(656	)
Costs in excess of billings on uncompleted contracts		(1,597	)		(4,950	)		(7,559	)		(10,620	)		485
Other assets		(2,815	)		1,856			611			578			336
Accounts payable		1,365			333			5,983			2,362			(8,800	)
Accrued expenses and other current liabilities		8,765			1,651			6,906			5,397			3,649
Income taxes payable		2,934			2,985			(5,666	)		(7,169	)		(2,647	)
Deferred contract revenue		13,092			(8,857	)		7,864			11,927			5,113
Other liabilities		(1,422	)		(1,853	)		6,502			3,419			(1,203	)
Net cash (used in) provided by operating activities		(12,591	)		(3,717	)		(8,280	)		(7,758	)		8,042
Investing activities:
Purchases of property, plant and equipment		(4,824	)		(3,897	)		(5,142	)		(3,660	)		(3,764	)
Return of escrow funds		—			—			2,750			2,750			—
Change in restricted cash		42			(699	)		(1,217	)		(1,483	)		(446	)
Net cash used in investing activities		(4,782	)		(4,596	)		(3,609	)		(2,393	)		(4,210	)
Financing activities:
Borrowings from notes payable to ACAS		50,006			15,259			13,804			12,804			3,191
Payments of notes payable to ACAS		(34,132	)		(6,520	)		(3,520	)		(3,390	)		(390	)
Net borrowings from notes payable to third parties		(8,178	)		(701	)		1,352			1,811			(1,399	)

F-6

MIRION TECHNOLOGIES, INC.

Consolidated Statements of Cash Flows — (Continued)

										Nine Months Ended
	Year ended June 30,									March 31,
	2006			2007			2008			2008			2009
										(unaudited)
	(in thousands)
Net borrowings (payments) under revolving credit facility		9,905			2,307			2,964			441			(2,948	)
Proceeds from issuance (repurchases) of common stock		389			(115	)		13			(1	)		—
Net cash provided by (used in) financing activities		17,990			10,230			14,613			11,665			(1,546	)
Effect of exchange rate changes on cash and cash equivalents		168			(214	)		(326	)		(533	)		1,015
Net increase in cash and cash equivalents		785			1,703			2,398			981			3,301
Cash and cash equivalents at beginning of period		4,073			4,858			6,561			6,561			8,959
Cash and cash equivalents at end of period	$	4,858		$	6,561		$	8,959		$	7,542		$	12,260
Supplemental information:
Cash paid for interest	$	14,751		$	17,181		$	17,738		$	13,576		$	11,304
Cash paid for income taxes	$	2,632		$	3,324		$	7,179		$	5,883		$	6,649
Exchange of GDS, IST and Synodys common stock for Mirion common stock:
Cancellation of GDS, IST and Synodys common stock	$	(4,876	)	$	—		$	—		$	—		$	—
Issuance of Mirion common stock	$	3,776		$	—		$	—		$	—		$	—
Exchange of GDS, IST and Synodys preferred stock for Mirion preferred stock:
Cancellation of GDS, IST and Synodys preferred stock	$	(71,154	)	$	—		$	—		$	—		$	—
Issuance of Mirion preferred stock	$	84,629		$	—		$	—		$	—		$	—
Exchange of GDS, IST and Synodys detachable warrants for Mirion detachable warrants:
Cancellation of GDS, IST and Synodys detachable warrants	$	(8,123	)	$	—		$	—		$	—		$	—
Issuance of Mirion detachable warrants	$	34,738		$	—		$	—		$	—		$	—
Cancellation of GDS put options	$	32		$	—		$	—		$	—		$	—
Issuance of equity instruments to settle cumulative GDS, IST and Synodys dividends paid-in-kind	$	(10,563	)	$	—		$	—		$	—		$	—
Mirion common stock issued for compensation	$	—		$	130		$	—		$	—		$	—
Paid-in-kind preferred dividends	$	(7,080	)	$	(8,141	)	$	(8,993	)	$	(6,674	)	$	(7,333	)

See notes to consolidated financial statements.

F-7

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements

1.   ORGANIZATION AND OPERATIONS OF THE COMPANY

Mirion Technologies, Inc. (“Mirion” or the “Company”) is a leading global provider of radiation detection, measurement, analysis and monitoring products and services to the nuclear, defense and medical end markets. Mirion was incorporated in October 2005 as Global Monitoring Systems, Inc. in the state of Delaware and subsequently changed its name to Mirion Technologies, Inc. in January 2006.

Mirion was formed through the combination of three companies: Global Dosimetry Solutions, Inc. (“GDS”), Imaging and Sensing Technology Corporation (“IST”) and Synodys SA (“Synodys”), all owned by American Capital, Ltd. and affiliates (together “ACAS”). The combination ( “Reorganization”) was effective as of January 1, 2006. Because the three companies were under the common control of ACAS, the Reorganization was accounted for by combining the assets, liabilities and accumulated deficit of the three companies at each company’s historical basis. The accompanying financial statements and related notes present the combined financial performance of the three companies for all periods prior to January 1, 2006. (see Note 12.)

The Company is headquartered in San Ramon, California, and has operations in the United States, Canada, the United Kingdom, France, Germany, Finland and China.

Basis of Presentation — The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and negative cash flows from operations since its inception. At June 30, 2008, the Company had an accumulated deficit of $94.7 million, and approximately $173.2 million of debt obligations due to American Capital Financial Services (“ACFS”), a related party. The Company has negotiated extensions on the repayment of its debt obligations with ACFS. As more fully disclosed in Note 8, there are not any debt obligations due to ACFS in fiscal 2010 and debt obligations due in 2011 to ACFS consist of approximately $10.4 million, due June 30, 2011. The Company currently has waivers from ACFS for violations of debt covenants through July 1, 2009, however, there is no guarantee that future violations will be waived by ACFS.

Unaudited Financial Information — The accompanying consolidated balance sheets as of March 31, 2009, the consolidated statements of operations and cash flows for the nine months ended March 31, 2008 and 2009 and the consolidated statements of stockholders’ equity for the nine months ended March 31, 2009 are unaudited. These unaudited interim consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, include all normal recurring adjustments necessary for a fair presentation of the Company’s statement of financial position at March 31, 2009, and the results of operations and cash flows for the nine months ended March 31, 2008 and 2009. The results of operations for the nine months ended March 31, 2009 are not necessarily indicative of the results to be expected for the year ending June 30, 2009 or for any future period.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents — The Company considers all cash on deposit, money market accounts and highly liquid debt instruments purchased with original maturities of three months or fewer to be cash and cash equivalents. Cash equivalents primarily consist of amounts held in interest-bearing money market accounts that are readily convertible to cash.

The Company invests its excess cash with high credit quality financial institutions. The Company reviews its investments in money market accounts or other instruments for potential impairment on a regular basis. As part of the evaluation process, the Company considers the credit ratings of these securities and its intent and

F-8

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

ability to hold the investment for a period of time sufficient to allow for any anticipated improvement in financial condition.

Restricted Cash — The Company maintains restricted cash and cash equivalent accounts held with financial institutions to support performance bonds with irrevocable letters of credit for contractual obligations to certain customers.

Accounts Receivable and Allowance for Doubtful Accounts — Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay. The Company has an allowance for doubtful accounts of $106,000, $223,000 and $283,000 (unaudited) as of June 30, 2007 and 2008 and March 31, 2009.

Accounts Receivable Securitization — The Company sold certain of its European-based accounts receivables without recourse to an unrelated third-party financial institution. The securitization agreement allowed the operating subsidiaries participating in the securitization program to receive a cash payment for sold receivables, less a fee paid of 5%. In accordance with the Financial Accounting Standards Board (“FASB”) Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“FAS No. 140”), the accounts receivable balances that were sold were determined to not have been legally isolated from the transferor and the uncollected balances of $2.0 million and $864,000 are therefore included in accounts receivable and notes payables as of June 30, 2007 and 2008. Fees incurred in connection with the factoring arrangement were recorded as part of selling, general and administrative expenses and totaled $103,000, $154,000, $158,000 and $139,000 (unaudited) in fiscal 2006, 2007 and 2008 and the nine months ended March 31, 2008.

The Company also has arrangements with several French financial institutions for borrowings which are effectively secured by the Company’s French subsidiaries’ accounts receivables. Borrowings outstanding at June 30, 2007 and 2008 and March 31, 2009 were $2.3 million, $5.3 million and $2.3 million (unaudited) which were equal to the accounts receivables pledged. As the financial institutions have the right to sell or repledge the collateral, the Company records these accounts receivables to “Receivables pledged to creditors” in the consolidated balance sheets in accordance with FAS No. 140.

Inventories — Inventories are stated at the lower of cost or market. Cost is computed using actual costs or standard costs that approximate actual cost, determined on a first-in, first-out basis. The Company provides inventory provisions for excess and obsolete inventories, as determined by either future demand forecasts or historical demand trends.

Property, Plant, and Equipment — Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Property, plant and equipment acquired through the acquisition of a business are recorded at their estimated fair value at the date of acquisition.

Depreciation is computed when assets are placed into service using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized on the straight-line method over the shorter of the related lease term or estimated useful life of the improvements. Repair and maintenance costs are expensed as incurred.

Estimated useful lives of property, plant and equipment are as follows:

Buildings and leasehold improvements	3-39 years
Machinery and equipment	5-15 years
Furniture, fixtures, computer equipment and software	3-10 years

F-9

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Goodwill and Purchased Intangible Assets — Goodwill is recorded as the excess of the acquisition purchase price over the fair value of net tangible and identifiable intangible assets acquired. In accordance with FASB Statement No. 142, Goodwill and Other Intangible Assets (“FAS No. 142”), goodwill is not amortized but is tested for impairment on an annual basis or more frequently if indicators of potential impairment arise. Following the criteria of FASB Statement No. 131, Disclosures about Segments of an Enterprise and Related Information and FAS No. 142, the Company has evaluated goodwill for impairment based on an evaluation of the Company’s five operating segments, which are also reporting units. Based on the impairment tests performed, there was no impairment of goodwill in fiscal 2006, 2007 or 2008. Purchased intangible assets other than goodwill are amortized using a straight-line or an accelerated method over their estimated useful lives, which range from three to seventeen years. Remaining useful lives of definite-lived intangible assets are evaluated on a periodic basis to determine whether events or circumstances warrant a revision to the remaining estimated amortization period.

Impairment of Long-Lived Assets — The Company reviews long-lived assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Determination of recoverability of long-lived assets is based on an estimate of undiscounted future cash flows resulting from the use of the asset as compared to its carrying value. If an asset is determined to be impaired, the Company measures the amount of any impairment as the difference between the carrying amount and the fair value of the impaired asset. No impairment indicators have been identified through June 30, 2008 or March 31, 2009 (unaudited).

Facility and Equipment Decommissioning Liabilities — The Company accounts for asset retirement obligations (primarily equipment and facility decommissioning costs) in accordance with FASB Statement No. 143, Accounting for Asset Retirement Obligations (“FAS No. 143”). FAS No. 143 requires that the estimated fair value of liabilities for asset retirement obligations (“ARO”) be recognized in the period in which they are incurred. A corresponding increase to the carrying value of the related asset is recorded and depreciated over the useful life of the asset. The estimates are based principally on legal and regulatory requirements. The amount of the liability is subject to remeasurement at each reporting period. The Company’s estimates of its ultimate asset retirement obligation could change as a result of changes in regulations, the extent of environmental remediation required, the means of reclamation, cost estimates, or time period estimates. Changes in estimates are accounted for prospectively from the period the estimate is revised.

As of June 30, 2007, 2008 and March 31, 2009, the Company’s ARO liabilities were $357,000, $430,000 and $405,000 (unaudited). Accretion expense related to these liabilities was $29,000 and $36,000 for the years ended June 30, 2007 and 2008, and $29,000 (unaudited) for the nine months ended March 31, 2009.

Revenue Recognition — The Company generally recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB No. 104”). Under SAB No. 104, revenue is recognized when there is persuasive evidence of an arrangement, product delivery has occurred or services have been provided, the sales price is fixed or determinable and collectability is reasonably assured. For sales contracts that contain customer acceptance provisions, revenue is generally deferred until the customer has indicated successful completion of site acceptance tests or the Company has otherwise determined that all acceptance criteria have been met. All amounts billed to a customer related to shipping and handling are classified as revenue, while all costs incurred by the Company for shipping and handling are classified as cost of sales. Provisions and allowances for discounts to customers, estimated sales returns, service cancellations and other adjustments are provided for in the same period the related revenue is recorded.

Revenue from certain fixed price contracts that involve customization of equipment to customer specifications is recognized in accordance with the American Institute of Certified Public Accountants Statement of Position No. 81-1, Accounting for Performance of Construction-Type and Certain Production-

F-10

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Type Contracts, using the percentage-of-completion method measured by the cost-to-cost method. The cost-to-cost method is used because management considers incurred costs to be the best available measure of progress on these contracts. Contract costs include all direct materials and labor costs, as well as indirect costs related to contract performance. Changes in job performance, job conditions, and estimated profitability result in revisions to costs and revenue and are recognized in the period in which the revisions are determined. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are first determined. Revenue earned in excess of billings on contracts in progress (underbillings) is classified as a current asset. Amounts billed in excess of revenue earned (advance billings) are classified as a current liability and included in Deferred Revenue.

Revenue from the Company’s Dosimetry Services segment is of a subscription nature, with passive dosimetry and analytical services provided to customers on an agreed-upon recurring monthly, quarterly or annual basis. Services are provided principally through film and thermo luminescent dosimeter badges that are worn by the customer’s personnel and returned to the Company for analysis. The Company believes that badge production, badge wearing, badge analysis and report preparation are all integral to the benefit that the Company provides to its customers, and therefore, the service period is defined to include all of these services. Revenue and the related costs are recognized on a straight-line basis over the service period as the service is continuous, and no other discernible pattern of recognition is evident. Many customers pay for these measuring and monitoring services in advance. The amounts are recorded as deferred contract revenue in the balance sheets and represent customer deposits invoiced in advance for services to be rendered over the service period, net of a reserve for estimated cancellations.

Derivative and Hedging Activities — The Company uses certain derivative financial instruments to help manage its risk or exposure to changes in interest rates in relation to variable rate debt and foreign currency exchange rate fluctuations. The Company records these derivatives at fair value in the balance sheets as either an asset or a liability as required by FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (“FAS No. 133”). The Company did not meet the hedge criteria for these existing derivatives, so any changes in fair value are recognized in earnings as incurred. As of June 30, 2007 and 2008 and March 31, 2009, the Company had recorded other assets (liabilities) of $71,000, $73,000 and $(22,000) (unaudited), to reflect the fair value of the Company’s interest rate swap. The Company has recorded gains (losses) of $54,000, $14,000 and $(9,000) in other income, net for fiscal 2006, 2007 and 2008, and $(80,000) (unaudited) for the nine months ended March 31, 2009. The swap had an initial notional value of $1.8 million that declines through expiration in November 2012. At June 30, 2008, the notional amount was $1.5 million.

On January 1, 2009 the Company executed a series of foreign currency window contracts to mitigate currency exposure on sales contracts due to fluctuations in the euro/U.S. dollar exchange rate. Each window is an agreement to sell the U.S. dollar and purchase euros. There are a total of 17 contracts to sell $5.8 million and purchase €4.2 million from February 2, 2009 through September 18, 2009. The Company recognized in earnings a total net loss of $142,000 (unaudited) on foreign currency window forward contracts not designated as hedging instruments in accordance with FAS No. 133 during the nine-months ended March 31, 2009.

Share-Based Payments — Prior to July 1, 2005, the Company measured compensation expense for its employee stock-based compensation plans using the intrinsic value method under the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”) and related interpretations. As the exercise price of all options granted under this plan was greater than the estimated market price of the underlying common stock on the date of the grant, no stock-based compensation cost was recognized in the consolidated statements of operations under APB 25.

The Company adopted FASB Statement No. 123(R), Share-Based Payment (“FAS No. 123(R)”), on July 1, 2005. This statement requires the Company to recognize compensation expense for the fair value of all stock-based awards granted to employees and directors in exchange for services over the requisite service period, which is typically the vesting period. The fair value of stock options is estimated using the Black-

F-11

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Scholes-Merton option valuation model. This model requires the input of subjective assumptions, including estimated stock volatility, risk-free interest rate and the expected life of each award. Furthermore, FAS No. 123(R) requires the Company to estimate forfeitures of each award. The Company amortizes the fair value using the straight-line method over the requisite service period.

The Company adopted FAS No. 123(R) using the modified prospective transition method. This method requires the recognition of compensation cost for all share based payments that are unvested as of July 1, 2005. The cost related to stock-based compensation included in the determination of consolidated net loss for the twelve months ended June 30, 2006, 2007 and 2008 and nine months ended March 31, 2008 and 2009 includes all awards outstanding that are vesting during those periods. In connection with the Reorganization on January 1, 2006, stock options of the three predecessor companies were exchanged for stock options in Mirion. Under FAS No. 123(R), the exchange was deemed a modification, resulting in incremental compensation expense of $932,000 recorded at January 1, 2006 for those options that were vested as of January 1, 2006. For the unvested options at January 1, 2006, incremental compensation expense of $767,000 is being expensed over the remaining vesting period of approximately two years.

Advertising Costs — The Company expenses advertising costs in the period incurred.

Income Taxes — Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the tax bases of assets and liabilities and their financial statement carrying amounts, and consideration is given to operating losses and tax credit carryforwards. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Effective July 1, 2007, the Company adopted the FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), which requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured pursuant to FIN 48 and the tax position taken or expected to be taken on its tax return. To the extent that the Company’s assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. With the adoption of FIN 48, the Company also began reporting tax-related interest and penalties as a component of income tax expense.

Defined Benefit Pension Plans and Other Employee Benefits — The Company has defined benefit plans that cover the majority of its employees in France and Germany. The Company also has a postretirement plan that provides for the reimbursement of a portion of medical and life insurance premiums for certain retirees and eligible dependents. The accounting for these plans is subject to the guidance provided in FASB Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R) (“FAS No. 158”).

The Company adopted FAS No. 158 at the end of fiscal year 2007. FAS No. 158 requires an entity to recognize in its balance sheet the funded status of its defined benefit postretirement plans, measured as the difference between the fair value of the plan assets and the benefit obligation (the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for other postretirement plans). FAS No. 158 also requires an entity to recognize changes in the funded status of a defined benefit postretirement plan within accumulated other comprehensive income, in the year in which such changes occur, to the extent such changes are not recognized in earnings as components of net periodic benefit cost. This statement also requires plan assets and obligations to be measured as of the Company’s balance sheet date. The adoption of FAS No. 158 did not have a material impact on the Company’s consolidated financial statements.

F-12

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Prior to the adoption of FAS No. 158, the Company accounted for its defined benefit post-retirement plans under FASB Statement No. 87, Employers Accounting for Pensions (“FAS No. 87”) and FASB Statement No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions (“FAS No. 106”). At that time, the Company used a measurement date of June 30 for its pension plans and April 30 for its postretirement medical plan. FAS No. 87 required that a liability (minimum pension liability) be recorded when the accumulated benefit obligation (ABO) liability exceeded the fair value of plan assets. Any adjustment was recorded as a non-cash charge to accumulated other comprehensive income in stockholders’ equity. FAS No. 106 required that the liability recorded should represent the actuarial present value of all future benefits attributable to an employee’s service rendered to date. Under both FAS No. 87 and No. 106, changes in the funded status were disclosed but not immediately recognized; rather, they were deferred and recognized ratably over future periods. Employee benefit plans and the impact of adopting FAS No. 158 are more fully described in Note 11.

Plan liabilities are revalued annually based on assumptions relating to the long-term rate of return on plan assets, discount rates used to measure future obligations and expenses, salary-scale inflation rates, health care cost trend rates, mortality and other assumptions. The selection of assumptions is based on historical trends and known economic and market conditions at the time of valuation; however, actual results may differ substantially from the Company’s estimates. For pension plans, accumulated gains and losses and prior service are recognized in income when incurred.

Use of Estimates — The Company’s consolidated financial statements are prepared in conformity with U.S. GAAP, which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the periods presented. Specific areas, among others, requiring the application of management’s estimates and judgment include assumptions pertaining to the valuation of fixed assets, including depreciable lives assigned, the estimated earnings on contracts in progress, accruals, share-based compensation costs, pension and post-employment benefit costs, future cash flows associated with impairment testing of goodwill and other long-lived assets, credit worthiness of customers, uncertain tax positions, tax valuation allowances and legal, environmental and insurance matters. Management believes that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual results could differ from the original estimates.

Fair Value of Financial Instruments — The Company has evaluated the estimated fair value of financial instruments using available market information and management estimates. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts. The fair value of the Company’s cash, cash equivalents, short-term investments, accounts receivable and other current and noncurrent liabilities approximate their carrying amounts due to the relatively short maturity of these items. The fair values of the debt instruments are estimated using a discounted cash flow analysis with an interest rate similar to that of current market borrowing arrangements. The estimated fair value of the Company’s debt instruments is $181.2 million, $181.0 million and $163.8 million (unaudited) as of June 30, 2007, June 30, 2008 and March 31, 2009.

Fair Value — Effective July 1, 2008, the Company adopted the provisions of FAS No. 157, Fair Value Measurements (“FAS No. 157”), which defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The fair value criteria are primarily applied prospectively upon adoption of FAS No. 157. FAS No. 157 was effective for fiscal years beginning November 15, 2007. In February 2008, the FASB amended FAS No. 157 and approved a one year delay in applying FAS No. 157 to certain fair value measurements, primarily related to non-financial instruments such as business combinations, acquired goodwill and intangibles, long-lived assets held for disposal and liabilities related to exit or disposal activities. The adoption of FAS No. 157 for financial assets and liabilities did not have a material impact on the Company’s consolidated financial statements.

F-13

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

FAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FAS No. 157 are described below:

Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2 — Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3 — Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The following table summarizes the financial assets and liabilities of the Company measured at fair value on a recurring basis in accordance with FAS No. 157 (unaudited):

	Balance
	as of			Fair Value Measurements at
	March 31,			March 31, 2009 Using
	2009			Level 1		Level 2			Level 3
Accrued Liabilities:
Interest rate swaps	$	(22	)		—	$	(22	)		—
FX forward rate contracts		(142	)		—		(142	)		—

Foreign Currency Translation — Local currencies are the functional currencies for substantially all of the Company’s foreign operations. When the transactional currency is different than the functional currency, transaction gains and losses are included as a component of other (income) expense, net. Assets and liabilities of foreign operations are translated into U.S. dollars using the exchange rates in effect at the balance sheet reporting date. Income and expenses are translated at the average monthly exchange rates during the year. Gains and losses on foreign currency translations are reported as a component of other comprehensive income. Deferred taxes are not provided on cumulative translation adjustments where the Company expects earnings of a foreign subsidiary to be indefinitely reinvested. The income tax effect of currency translation adjustments related to foreign subsidiaries from certain subsidiaries and joint ventures that are not considered indefinitely reinvested is recorded as a component of deferred taxes with an offset to other comprehensive income.

Concentrations of Risk — The Company maintains cash in bank deposit accounts that, at times, may exceed the insured limits of the local country. The Company has not experienced any losses in such accounts. Management believes that the Company is not exposed to significant credit risk related to cash.

The Company sells its products and services mainly to large private and governmental organizations in the Americas, Europe, Middle East and Asia Pacific regions. The Company performs ongoing evaluations of its customers’ financial conditions and limits the amount of credit extended when deemed necessary. The Company generally does not require its customers to provide collateral or other security to support accounts receivable.

Net Loss Per Common Share — The Company calculates net loss per common share in accordance with FASB Statement No. 128, Computation of Earnings Per Share (“FAS No. 128”). Under FAS No. 128, basic loss per common share is calculated by dividing net loss allocable to common stockholders by the weighted-average number of common shares outstanding for the period using the two-class method. Under the two-class method, net income is allocated between common stock and convertible preferred stock as it is deemed to be a participating security based on its participation rights. Diluted loss per common share is calculated by

F-14

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

dividing net loss attributable to common stockholders by the weighted average number of common and potential dilutive securities outstanding during the period if the effect is dilutive. The numerator of diluted earnings per share is calculated by starting with income allocable to common stock under the two-class method and adding back income allocable to preferred stock to the extent they are dilutive. Potential common shares consist of incremental shares of common stock issuable upon the exercise of the stock options and warrants and upon conversion of preferred stock.

The following table sets forth the computation of basic and diluted net loss per share for the periods indicated (in thousands, except share amounts):

										Nine Months Ended
	Year Ended June 30,									March 31,
	2006			2007			2008			2008			2009
										(unaudited)
Numerator:
Net loss	$	(27,438	)	$	(17,860	)	$	(13,997	)	$	(8,805	)	$	(8,182	)
Effect of preferred stock dividends		(7,080	)		(8,141	)		(8,993	)		(6,674	)		(7,333	)
Income available to common stockholders	$	(34,518	)	$	(26,001	)	$	(22,990	)	$	(15,479	)	$	(15,515	)
Denominator:
Weighted average common shares outstanding (basic)		44,720			47,614			47,666			47,666			47,741
Effect of dilutive securities		—			—			—			—			—
Weighted average common shares outstanding (diluted)		44,720			47,614			47,666			47,666			47,741
Net loss per share:
Basic and Diluted	$	(771.87	)	$	(546.08	)	$	(482.31	)	$	(324.74	)	$	(324.98	)

The computation of basic loss per share excludes the conversion of Convertible Participating Preferred Stock as the Company has net losses and therefore the effect of applying the two-class method is anti-dilutive. The computation of dilutive shares outstanding excludes the common equivalent shares related to paid-in-kind dividends, conversion of the Convertible Participating Preferred Stock, stock options and warrants as the Company had net losses and the effect would be anti-dilutive.

The following table shows the common equivalent shares related to paid-in-kind dividends, the conversion of Convertible Participating Preferred Stock, stock options and warrants that would have been included in diluted earnings per share had the Company recorded net income as of the respective dates:

							Nine Months Ended
	Year ended June 30,						March 31,
	2006		2007		2008		2008		2009
							(unaudited)
Weighted Average Common Share Equivalents of Potentially Dilutive Securities:
Convertible preferred stock, including paid-in-kind dividends		827,828		919,806		1,005,475		993,882		1,087,106
Stock options		—		—		—		—		—
Warrants		402,181		402,428		402,428		402,428		402,428
Total		1,230,009		1,322,234		1,407,903		1,396,310		1,489,534

F-15

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

New Accounting Pronouncements

In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (“FAS No. 157”). This statement defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value measurements. In February 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-2, delaying the effective date of FAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value on a recurring basis. The delayed portions of FAS No. 157 will be adopted by the Company beginning in its fiscal year ending June 30, 2010, while all other portions of the standard were adopted by the Company beginning in its fiscal year ending June 30, 2009 as required.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, Including an Amendment of FASB Statement No. 115 (“FAS No. 159”). FAS No. 159 provides the option to measure, at fair value, eligible financial instrument items using fair value, which are not otherwise required to be measured at fair value. The irrevocable decision to measure items at fair value is made at specified election dates on an instrument-by-instrument basis. Changes in that instrument’s fair value must be recognized in current earnings in subsequent reporting periods. If elected, the first measurement to fair value is reported as a cumulative-effect adjustment to the opening balance of retained earnings in the year of adoption. The Company did not elect to measure eligible assets at fair value. The standard was effective for the Company beginning in its fiscal year ending June 30, 2009.

In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133 (“FAS No. 161”). FAS No. 161 requires disclosure of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. FAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement was adopted by the Company at the beginning of the third quarter of its fiscal year ending June 30, 2009 as required.

In December 2007, the FASB issued Statement No. 141 (Revised 2007), Business Combinations (“FAS No. 141(R)”). FAS No. 141(R) will significantly change the accounting for future business combinations after adoption. FAS No. 141(R) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed (including contingent liabilities) and any non controlling interest in the acquired business. FAS No. 141(R) also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FAS No. 141(R) is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. This Statement will be adopted by the Company beginning in its fiscal year ending June 30, 2010 as required. The Company is currently evaluating the impact FAS No. 141(R) will have on its consolidated financial statements when it becomes effective.

In June 2008 the FASB issued FSP Emerging Issues Task Force (“EITF”) 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. This FSP states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions in this FSP. Earlier adoption is prohibited. This FSP will be adopted by the Company beginning in its fiscal year ending June 30,

F-16

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

2010 as required. The Company is currently evaluating the impact FSP EITF 03-6-1 will have on its consolidated financial statements when it becomes effective.

In December 2008, the FASB issued Staff Position No. FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets, which is effective for fiscal years ending after December 15, 2009. This FSP requires additional disclosures such as: the investment allocation decision making process; the fair value of each major category of plan assets; inputs and valuation techniques used to measure the fair value of plan assets; and significant concentrations of risk within plan assets. This FSP will be adopted by the Company beginning in its fiscal year ending June 30, 2010 as required. The Company does not believe the adoption of this FSP will have a material impact on its consolidated financial position, results of operations and cash flows.

3.   CONTRACTS IN PROGRESS

Costs and billings consist of the following (in thousands):

	As of June 30,						As of March 31,
	2007			2008			2009
							(unaudited)
Costs incurred	$	13,734		$	26,151		$	30,905
Estimated earnings		8,416			16,448			23,508
Contracts in progress		22,150			42,599			54,413
Progress billings on contracts in progress		(17,090	)		(27,382	)		(45,158	)
	$	5,060		$	15,217		$	9,255
Costs and estimated earnings in excess of billings on uncompleted contracts	$	9,956		$	17,515		$	17,030
Billings in excess of costs and estimated earnings on uncompleted contracts(1)		(4,896	)		(2,298	)		(7,775	)
	$	5,060		$	15,217		$	9,255

(1)  Included in deferred contract revenue within the consolidated balance sheets.

4.   INVENTORIES

The components of inventories consist of the following (in thousands):

					March 31,
	June 30,				2009
	2007		2008		(unaudited)
Raw materials	$	10,476	$	12,398	$	9,975
Work in progress		9,788		10,126		11,580
Finished goods		8,490		10,690		9,429
Net inventories	$	28,754	$	33,214	$	30,984

As of June 30, 2007 and 2008 and March 31, 2009, approximately $4.1 million, $4.5 million and $4.6 million (unaudited) were recorded in inventory reserves.

F-17

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

5.   PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment consist of the following (in thousands):

							March 31,
	June 30,						2009
	2007			2008			(unaudited)
Land, buildings and leasehold improvements	$	10,648		$	12,086		$	10,654
Machinery and equipment		20,196			24,240			23,429
Furniture, fixtures, computer equipment and software		13,456			13,634			13,898
Construction in progress		272			1,526			2,091
		44,572			51,486			50,072
Less accumulated depreciation and amortization		(29,322	)		(34,073	)		(33,866	)
	$	15,250		$	17,413		$	16,206

Total depreciation and amortization of property, plant and equipment was $3.5 million, $4.1 million and $4.0 million for fiscal 2006, 2007 and 2008, and $2.8 million (unaudited) and $3.3 million (unaudited) for the nine months ended March 31, 2008 and 2009.

6.   ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following (in thousands):

					March 31,
	June 30,				2009
	2007		2008		(unaudited)
Compensation and related benefits	$	10,738	$	13,654	$	12,341
Customer deposits		2,122		4,564		10,676
Accrued dividends		11,899		20,891		28,225
Accrued warranty		1,186		1,620		1,202
Accrued legal, accounting and professional fees		7,498		7,773		6,067
Other accrued expenses		8,835		10,774		10,923
	$	42,278	$	59,276	$	69,434

7.   GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets were recorded in connection with the acquisitions of GDS, IST and Synodys by ACAS. GDS was acquired by ACAS in October 2003 for cash of $60.8 million. IST was acquired by ACAS in May 2004 for cash of $53.5 million. Synodys was acquired by ACAS in June 2004 for cash and equity of $75.1 million. The acquisitions were accounted for using the purchase method of accounting which resulted in goodwill of approximately $123.9 million (including the recognition of deferred tax assets of $18.4 million associated with the acquisitions) and intangible assets of approximately $72.3 million (valued using exchange rates in effect on the date of each acquisition). The Company completed three other acquisitions during fiscal 2005 and 2006 that resulted in goodwill of approximately $8.3 million and intangible assets of approximately $12.5 million. In fiscal 2008, the Company received $2.7 million from the return of escrow funds associated with the IST acquisition. This payment was treated as a reduction in the IST purchase price, with a corresponding reduction in goodwill.

F-18

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

The changes in the carrying amount of goodwill allocated to the Company’s reportable segments are as follows (in thousands):

				Radiation
	Health			Monitoring			Sensing			Dosimetry		Imaging
	Physics			Systems			Systems			Services		Systems			Total
Balance — July 1, 2006	$	43,193		$	17,987		$	10,922		$	52,413	$	9,965		$	134,480
Translation adjustment		3,181			1,325			79			—		—			4,585
Balance — June 30, 2007		46,374			19,312			11,001			52,413		9,965			139,065
Return of escrow funds		—			—			(1,367	)		—		(1,383	)		(2,750	)
Translation adjustment		7,996			3,330			200			—		—			11,526
Balance — June 30, 2008		54,370			22,642			9,834			52,413		8,582			147,841
Translation adjustment (unaudited)		(8,910	)		(3,710	)		(222	)		—		—			(12,842	)
Balance — March 31, 2009 (unaudited)	$	45,460		$	18,932		$	9,612		$	52,413	$	8,582		$	134,999

Intangible assets consist of the following (in thousands):

			As of June 30, 2007							As of June 30, 2008							As of March 31, 2009
	Weighted		Gross					Net		Gross					Net		Gross					Net
	Average Life		Carrying		Accumulated			Book		Carrying		Accumulated			Book		Carrying		Accumulated			Book
	in Years		Amount		Amortization			Value		Amount		Amortization			Value		Amount		Amortization			Value
																	(unaudited)
Customer relationships		11	$	60,845	$	(30,362	)	$	30,483	$	64,360	$	(39,826	)	$	24,534	$	60,443	$	(41,594	)	$	18,849
Trade names		11		8,433		(2,463	)		5,970		9,128		(3,597	)		5,531		8,353		(3,815	)		4,538
Backlog		2		8,485		(8,475	)		10		9,190		(9,190	)		—		8,405		(8,405	)		—
Enterprise software		5		2,500		(1,875	)		625		2,500		(2,375	)		125		2,500		(2,469	)		31
Qualifications		6		1,600		(827	)		773		1,600		(1,094	)		506		1,600		(1,294	)		306
Complete technology		8		3,500		(1,519	)		1,981		3,500		(1,957	)		1,543		3,500		(2,285	)		1,215
Other		3		211		(83	)		128		279		(174	)		105		259		(205	)		54
Territorial rights		5		2,433		(1,257	)		1,176		2,852		(2,025	)		827		2,385		(2,038	)		347
Total			$	88,007	$	(46,861	)	$	41,146	$	93,409	$	(60,238	)	$	33,171	$	87,445	$	(62,105	)	$	25,340

Aggregate amortization expense for intangible assets was $12.8 million, $12.2 million and $10.1 million for fiscal 2006, 2007 and 2008 and $7.6 million (unaudited) and $6.0 million (unaudited) for the nine months ended March 31, 2008 and 2009. Future annual amortization expense is as follows (in thousands):

	Annual
Year Ending	Amortization
June 30,	Expense
2009	$	8,543
2010		6,803
2011		4,990
2012		3,881
2013		2,859
2014 and thereafter		6,095
Total	$	33,171

F-19

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

8.   BORROWINGS

Notes Payable to ACAS — The Company has entered into several Note and Equity Purchase Agreements (“NEPAs”) with ACFS, a subsidiary of ACAS, which contain revolving credit facilities, senior term notes payable and subordinated note agreements. The interest rates on the revolving credit facilities and notes payable are based on a fixed stated rate or a variable LIBOR or EURIBOR based rate plus additional basis points. The one-month LIBOR rates were 5.3%, 2.5% and 0.5% (unaudited) and the one-month EURIBOR rates were 4.1%, 4.4% and 1.1% (unaudited) as of June 30, 2007 and 2008, and March 31, 2009.

Notes payable to ACAS consist of the following:

			Contractual	June 30,						March 31,
	Due		Interest Rate	2007			2008			2009
				(in thousands)						(unaudited)
Revolving Credit Facilities:
$20.25 million		July 2011	LIBOR + 4.5%	$	10,250		$	13,750		$	16,550
$14.0 million		July 2011	LIBOR + 5%		4,697			10,197			13,997
$8.2 million		July 2011	EURIBOR + 2%		6,425			8,205			8,205
Senior term notes:
$24.9 million Senior Term B		July 2011	EURIBOR + 3%		24,944			24,944			24,944
$7.5 million Senior Term B		July 2011	LIBOR + 8%		5,207			5,135			5,080
$2.0 million Senior Term B		July 2011	LIBOR + 8%		1,993			1,965			1,945
$4.0 million Senior Term C		Oct 2011	LIBOR + 9%		4,000			4,000			4,000
$4.0 million Senior Term C		Nov 2011	LIBOR + 8.25%		4,000			4,000			4,000
$27.0 million Senior Term D		Oct 2011	LIBOR + 6.5%		26,528			26,258			26,056
$15.0 million Senior Term D		Oct 2011	LIBOR + 6.5%		14,738			14,588			14,475
Senior Subordinated Notes:
$7.5 million paid-in-kind		July 2011	14%		7,986			8,150			8,275
$8.6 million paid-in-kind		July 2011	15%		9,237			9,446			9,605
$12.2 million paid-in-kind		July 2011	EURIBOR + 11%		13,912			14,710			15,337
Junior Subordinated Notes:
$4.3 million paid-in-kind		July 2011	17%		4,792			4,951			5,071
$4.3 million paid-in-kind		July 2011	17%		4,792			4,951			5,071
$1.25 million paid-in-kind		May 2012	14%		1,331			1,358			1,379
$4.9 million paid-in-kind		July 2011	EURIBOR + 12%		5,785			6,211			6,550
Stockholder loan:
$8.0 million		June 2011	Three-month EURIBOR + 2%		8,844			10,367			8,669
Total notes payable to ACAS					159,461			173,186			179,209
Less current portion					(520	)		(520	)		(520	)
Notes payable to ACAS — long term				$	158,941		$	172,666		$	178,689

The revolving credit facilities and notes issued under the NEPAs require the Company to maintain certain financial ratios and contain financial, restrictive and affirmative covenants. As of June 30, 2007 and 2008, the Company was not in compliance with certain covenants and obtained waivers from ACFS for the non-

F-20

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

compliance. The period of the waiver commenced on June 30, 2006 and ended on July 1, 2009. A description of the debt agreements payable to ACAS is as follows:

Revolving Credit Facilities — The Company has entered into three separate credit facilities with ACFS, each represented by a revolving credit note. The Revolving Credit Facilities contain various financial covenants and a first security position on all Company assets. The Company is required to pay an annual non-usage fee of 0.7% of the average annual unused balance on the Revolving Credit Facilities.

Senior Term Notes — The $24.9 million Senior Term B Note and the Senior Term C Notes provide for monthly interest only payments. The notes are secured by assets of the Company and are subordinated to the Revolving Credit Facilities and Senior Term Notes B and D. The $7.5 million and $2.0 million Senior Term B Notes provide for quarterly principal payments totalling $25,000 plus monthly payments of interest. The notes are secured by assets of the Company and are subordinated to the Revolving Credit Facilities and the Senior Term D Notes. The Senior Term D Notes provide for quarterly principal payments of $105,000 plus monthly payments of interest. The notes are secured by assets of the Company and are subordinated to the Revolving Credit Facilities.

Senior Subordinated Notes — The outstanding balance on Senior Subordinated Notes includes the principal amount outstanding plus a compounding paid-in-kind (“PIK”) interest component calculated at rates between 2% and 5.5% per annum. The Company is required to make monthly payments of stated interest only. The notes are secured by assets of the Company and are subordinated to the Revolving Credit Facilities and Senior Term B, C and D Notes.

Junior Subordinated Notes — The outstanding balance on Junior Subordinated Notes includes the principal amount outstanding plus a compounding PIK interest component calculated at rates between 2% and 7% per annum. The Company is required to make monthly payments of stated interest only. The notes are secured by assets of the Company and are subordinated to the Revolving Credit Facilities and Senior Term B, C and D Notes and Senior Subordinated Notes.

Stockholder Loan — The stockholder loan provides for quarterly interest-only payments. The loan is secured by the assets of the Company and is subordinated to all other debt.

In September 2005, the Company received a $8 million stockholder loan bearing an interest rate of three-month EURIBOR + 2%. The three-month EURIBOR rates were 4.2%, 4.9% and 1.5% (unaudited) as of June 30, 2007 and 2008, and March 31, 2009. The proceeds of this loan were used to extinguish an $8 million line of credit held with a third-party financial institution. The extinguishment did not result in any additional penalties or loss.

In October 2005, the Company refinanced its $15 million Senior Term A Notes, $13.8 million Senior Term A Notes, $10 million Senior Term B Notes and $5 million line of credit held with third-party financial institutions bearing interest rates of LIBOR + 4.5%, 4.5%, 7.75% and 4%. In conjunction with this refinancing, the Company amended the NEPAs with ACFS to issue $27 million and $15 million Senior Term D Notes and the $6 million line of credit used to extinguish the third-party notes and line of credit with balances of $13.25 million, $10.1 million, $9.8 million and $4.1 million. As a result of the refinancing, the Company recorded a charge of $0.9 million in other income (expense), net to expense unamortized loan fees and early extinguishment penalties.

During 2006, the NEPAs were further amended to change the interest rates of the $24.9 million Senior Term B Note, $12.2 million Senior Subordinated Note, $4.9 million Junior Subordinated Note and the $8.2 million revolving credit facility from LIBOR + 6%, 9.3%, 10.3% and 6% to EURIBOR + 3%, 5.5%, 5% and 2%. Additionally, the PIK interest on the Senior and Junior Subordinated Notes was changed from 3% and 4% to 5.5% and 7%.

F-21

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

The modifications were analyzed in accordance with EITF Statement No. 96-19, Debtor’s Accounting for a Modification or Exchange of Debt Instruments and were determined to be substantial modifications resulting in extinguishment of the original debt and issuance of new debt under new terms. As a result of the extinguishment, $0.9 million in unamortized loan fees were expensed during 2006.

During 2007, the NEPAs were amended to (i) increase the $20.25 million revolving credit facility from an original commitment of $5.25 million to $10.25 million, (ii) increase the $14 million revolving credit facility from a commitment of $6 million to $14 million, (iii) extend the due date on the stockholder loan from September 13, 2006 to September 23, 2008 and (iv) issue an additional $2.0 million of Senior Term B Notes on March 20, 2007 with an interest rate of LIBOR + 8% and a due date May 24, 2010.

During 2008, the NEPAs were further amended to (i) increase the $20.25 million revolving credit facility from a commitment amount of $10.25 million to $20.25 million and extend the due date from May 24, 2008 to October 14, 2010, (ii) extend the due date on the $8.2 million revolving credit facility from June 23, 2008 to October 14, 2010 and (iii) extend the due date on the stockholder loan from September 23, 2008 to October 14, 2010.

The modifications made during 2007 and 2008 were analyzed in accordance with EITF Statement No. 96-19 and EITF Statement No. 98-14, Debtor’s Accounting for Changes in Line-of-Credit or Revolving-Debt Arrangements and were not determined to be significant to the financial statements. There were no unamortized loan fees expensed in 2007 or 2008 as a result of the amendments.

Third-Party Borrowings

The Company has notes payable and other borrowings to third parties as follows:

		June 30,						March 31,
	Due	2007			2008			2009
		(in thousands)						(unaudited)
Term loan	Nov 2012	$	1,608		$	1,543		$	1,074
Revolving line of credit	On demand		2,308			5,272			2,324
Bank lines of credit	On demand		25			2,554			2,488
Factoring financing	As collected		1,976			864			—
Total third-party borrowings			5,917			10,233			5,886
Less current portion			(4,601	)		(9,033	)		(5,098	)
Third-party borrowings-long term		$	1,316		$	1,200		$	788

The Company has a term loan with a French financial institution with an initial balance of €1.4 million as of May 2006 ($1.8 million), which is due November 2012. The note bears annual interest at the three-month EURIBOR + 1% with quarterly payments of €54,000. The amount due under this term loan at June 30, 2008 was €977,000 ($1.5 million).

As described in Note 2, the Company has pledged certain accounts receivable balances to several French institutions to secure a revolving line of credit. The line of credit bears interest at EURIBOR + 1%. Amounts outstanding under these arrangements are due when the related receivable is collected or upon demand. The Company also has a factoring arrangement which allows it to sell certain receivables without recourse for a 5% fee. Amounts outstanding under this arrangement are repaid as the related receivables are collected.

The Company has entered into various line of credit arrangements with local banks in France. Amounts are due on demand and bear interest at EURIBOR + 1%. Additionally, during fiscal 2008, the Company obtained a credit line with French financial institution to borrow up to €2.0 million bearing interest at

F-22

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

EURIBOR + 1%. Amounts outstanding on the credit line are due on demand or at the termination of the credit line in June 2015.

Maturities on all notes payable as of June 30, 2008 are as follows (in thousands):

Years Ending
June 30,	Amount
2009	$	9,553
2010		863
2011		11,230
2012		161,602
2013		171
Thereafter		—
Total	$	183,419

9.   COMMITMENTS AND CONTINGENCIES

Leases and Other Contractual Obligations — In the normal course of business, the Company enters into contractual arrangements with third parties for noncancelable operating lease agreements for its offices. Under these agreements, the Company commits to provide specified payments to a lessor, based upon contractual arrangements.

The total future minimum commitments for these and other contractual arrangements in place as of June 30, 2008, are scheduled to be paid as follows (in thousands):

	2009			2010			2011		2012		2013		Thereafter		Total
Minimum future operating lease payments	$	3,649		$	3,264		$	2,690	$	2,413	$	1,379	$	2,779	$	16,174
Less income from subleases		(359	)		(139	)		—		—		—		—		(498	)
Net minimum operating lease payments	$	3,290		$	3,125		$	2,690	$	2,413	$	1,379	$	2,779	$	15,676

Total rent expense for fiscal 2006, 2007 and 2008 was $2.8 million, $2.8 million and $2.9 million, and $2.4 million (unaudited) and $2.6 million (unaudited) for the nine months ended March 31, 2008 and 2009.

Legal Proceedings — The Company is subject to claims and legal proceedings for matters that have arisen through the ordinary course of business. Management believes any liability that may ultimately result from the resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, operating results and cash flows.

Performance Bonds and Letters of Credit — The Company posts performance bonds with irrevocable letters of credit to support certain contractual obligations to customers for equipment delivery. These letters of credit are supported by restricted cash accounts, which totaled $4.1 million, $5.4 million and $5.8 million (unaudited) as of June 30, 2007 and 2008 and March 31, 2009.

F-23

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

10.   INCOME TAXES

The Company’s income (loss) before income taxes and the details of the income tax provision (benefit) consist of the following (in thousands):

										Nine Months
										Ended
	Year Ended June 30,									March 31,
	2006			2007			2008			2008			2009
										(unaudited)
Loss before income taxes
Domestic	$	(22,165	)	$	(17,596	)	$	(13,485	)	$	(7,657	)	$	(12,515	)
Foreign		(3,688	)		5,786			4,034			2,581			5,765
Total loss		(25,853	)		(11,810	)		(9,451	)		(5,076	)		(6,750	)
Income tax provision
Current
Federal		163			170			101			89			—
State		10			10			17			16			13
Foreign		5,597			4,935			5,337			4,274			2,632
Total current		5,770			5,115			5,455			4,379			2,645
Deferred
Federal		(993	)		1,188			1,188			890			891
State		52			113			(119	)		(135	)		50
Foreign		(3,244	)		(366	)		(1,978	)		(1,405	)		(2,154	)
Total deferred		(4,185	)		935			(909	)		(650	)		(1,213	)
Income tax provision	$	1,585		$	6,050		$	4,546		$	3,729		$	1,432

The provision (benefit) for income taxes differs from the amount computed by applying the statutory federal income tax rate to loss before income taxes as follows (in thousands):

										Nine Months
										Ended
	Year Ended June 30,									March 31,
	2006			2007			2008			2008			2009
										(unaudited)
Loss before provision for income taxes	$	(25,853	)	$	(11,810	)	$	(9,451	)	$	(5,076	)	$	(6,750	)
Federal income tax at statutory rate		(8,790	)		(4,015	)		(3,213	)		(1,726	)		(2,295	)
State income tax (net of federal benefit)		(874	)		(521	)		(517	)		(337	)		(310	)
Foreign income taxed at different rates		2,831			3,251			3,570			3,591			315
Change in valuation allowance(1)		7,220			6,578			4,432			2,363			3,396
Change in tax rates		248			113			181			—			(113	)
Nondeductible interest expense		962			—			—			—			—
Other non-deductible expenses		754			688			664			491			343
Benefit of tax credits		(753	)		—			(939	)		(930	)		—
Mark to market adjustments		(667	)		—			—			—			—
Other		654			(44	)		368			277			96
Total income tax provision	$	1,585		$	6,050		$	4,546		$	3,729		$	1,432

(1)  Affecting the provision for income taxes.

F-24

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

The components of the Company’s net deferred tax assets and liabilities consisted of the following (in thousands):

							Nine Months
							Ended
	Year Ended June 30,						March 31,
	2007			2008			2009
							(unaudited)
Deferred tax assets:
Net operating losses	$	15,314		$	19,603		$	17,594
Tax credits		4,470			6,006			7,599
Other reserves and accrued expenses		15,092			13,438			8,570
Total deferred tax assets		34,876			39,047			33,763
Deferred tax liabilities:
Amortization		(2,273	)		(3,287	)		(3,809	)
Depreciation		(290	)		(444	)		(396	)
Other liabilities		(9,307	)		(3,887	)		(2,320	)
Purchased technology, goodwill, & other intangibles		(11,197	)		(13,413	)		(12,615	)
Total deferred tax liabilities		(23,067	)		(21,031	)		(19,140	)
Less: Valuation allowance		(23,153	)		(27,601	)		(22,792	)
Net deferred tax liabilities	$	(11,344	)	$	(9,585	)	$	(8,169	)

Management regularly evaluates the recoverability of deferred tax assets and recognizes the tax benefit only if reassessment demonstrates that they are realizable. At such time, if it is determined that it is more likely than not that the deferred tax assets are realizable, the valuation allowance will be adjusted. As of June 30, 2006, 2007 and 2008, the Company has provided a valuation allowance for certain U.S. and foreign deferred tax assets that it believes are more likely than not unrealizable.

As of June 30, 2008, the Company had federal and state net operating loss carryforwards of approximately $50.9 million, and $62.2 million. The federal net operating losses will begin to expire in 2023. The state net operating losses will begin to expire in 2013. As of June 30, 2008, the Company had tax credit carryforwards of approximately $6.0 million, available to offset foreign taxes paid for federal income tax purposes. Federal tax credit carryforwards will begin to expire in fiscal 2010.

The Company has not provided U.S. income tax on certain foreign earnings that are deemed to be indefinitely invested outside the U.S. For fiscal 2006, 2007, and 2008, the amount of accumulated unremitted earnings from our foreign subsidiaries under APB No. 23 is approximately $16.2 million, $16.9 million and $13.1 million. Determination of the amount of unrecognized deferred U.S. income tax liability is not practical due to the complexities associated with its hypothetical calculation.

The Company adopted the provisions of FIN 48 on July 1, 2007. As a result of the implementation of FIN 48, the Company reclassed amounts from current taxes payable to a newly created long-term income taxes payable as follows (in thousands):

Retained earnings	$	—
Additional deferred tax assets	$	—
Reclass from taxes payable to long-term liability	$	3,729
Total increase in liability	$	3,729

F-25

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	Year Ended
	June 30, 2008
Balance at beginning of period	$	8,297
Additions:
Positions taken related to prior years		—
Positions taken related to current year		4,062
Reductions based on settlements		—
Reductions based on lapse of the applicable statutes of limitations		—
Foreign currency translation adjustments		1,101
Balance at end of period	$	13,460

As of June 30, 2008, the Company had approximately $9.6 million of unrecognized tax benefits related to uncertain tax positions, of which $6.1 million would affect its effective tax rate if recognized. The Company does not anticipate any material changes to its uncertain tax positions in the next 12 months.

The Company recognizes interest and penalties associated with uncertain tax positions in income tax expense. As of July 1, 2007 and June 30, 2008, the provision for interest and penalties was $0.7 million and $1.0 million. The ultimate amount and timing of any future cash settlements cannot be predicted with reasonable certainty.

The Company conducts business globally and as a result, one or more of its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as France, Germany and the United States. With a few insignificant jurisdictions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years prior to fiscal 2001.

In many cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by tax authorities. The following describes open tax years by major tax jurisdictions as of June 30, 2008:

	Years Open
Jurisdiction:
United Kingdom		2007 - 2008
France		2005 - 2008
Germany		2003 - 2008
United States		2005 - 2008

F-26

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

11.   EMPLOYEE BENEFIT PLANS

Defined Benefit Pension Plans — The Company maintains contributory and noncontributory defined benefit plans for certain employees in France and Germany.

In France, the Company contributes to the national pension system, and its obligation to employees in terms of pensions is restricted to a lump-sum length of service award payable at the date that the employee reaches retirement age, such award being determined for each individual based upon years of service provided and projected final salary. Consistent with predominant practice in France, the benefit obligation is unfunded. Accordingly, the fair value of plan assets is zero for the periods presented.

In Germany, plan benefits are generally based on an employee’s years of service and final salary. Consistent with predominant practice in Germany, the benefit obligations of the German entities are unfunded. Accordingly, the fair value of plan assets is zero for the periods presented.

The components of the pension plan benefit obligations are as follows (in thousands):

	As of June 30,						As of June 30,
	2007						2008
	France			Germany			France			Germany
Change in projected benefit obligations:
Projected benefit obligation — at beginning of period/year	$	1,003		$	1,075		$	1,147		$	1,132
Foreign currency translation		64			65			197			197
Service cost		67			39			91			35
Interest cost		54			51			67			63
Benefit paid		(51	)		(5	)		(128	)		(51	)
Assumptions changes		—			—			(15	)		—
Net actuarial loss (gain)		10			(93	)		16			(213	)
Projected benefit obligation — at end of period/year	$	1,147		$	1,132		$	1,375		$	1,163
Accumulated benefit obligation	$	1,147		$	1,124		$	1,375		$	1,157

Amounts recognized in the Consolidated Balance Sheets consist of:

	As of June 30,						As of June 30,
	2007						2008
	France			Germany			France			Germany
Current liabilities	$	(90	)	$	(19	)	$	(132	)	$	(26	)
Other liabilities—non current		(1,057	)		(1,113	)		(1,243	)		(1,137	)
Total	$	(1,147	)	$	(1,132	)	$	(1,375	)	$	(1,163	)

Amounts recognized in Accumulated Other Comprehensive Income consist of:

	As of June 30,					As of June 30,
	2007					2008
	France		Germany			France		Germany
Unrecognized actuarial (gain) loss	$	10	$	(93	)	$	26	$	(306	)

Unrecognized gains and losses are recognized over the average remaining service period of active plan participants. The estimated gains and losses, net that will be amortized from accumulated other comprehensive income into benefits expense over the next fiscal year is not significant.

F-27

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Net periodic pension costs for the defined benefit plans as of June 30, 2007 and 2008 consisted of the following elements (in thousands):

	For the Year Ended				For the Year Ended				For the Year Ended
	June 30, 2006				June 30, 2007				June 30, 2008
	France		Germany		France		Germany		France		Germany
Annual service cost	$	79	$	38	$	67	$	39	$	91	$	35
Interest accrued on pension obligations		42		48		54		51		67		63
Total period pension cost	$	121	$	86	$	121	$	90	$	158	$	98

The weighted-average rates used by the entity were as follows:

	2007						2008
	France			Germany			France			Germany
Projected benefit obligation:
Discount rate		5.25	%		4.75	%		6.00	%		6.30	%
Expected rate of return on plan assets		—			—			—			—
Assumed rate of compensation increase		3.00	%		2.50	%		3.00	%		2.50	%
Assumed rate of inflation		2.00	%		1.80	%		2.00	%		2.20	%
Net periodic pension cost:
Discount rate		5.25	%		4.50	%		5.25	%		4.75	%
Assumed rate of compensation increase		3.00	%		2.50	%		3.00	%		2.50	%
Assumed rate of inflation		2.00	%		1.85	%		2.00	%		1.80	%

Estimated future benefit payments are as follows (in thousands):

	Fiscal Years Ending June 30,
	France		Germany		Total
2009	$	132	$	26	$	158
2010		36		37		73
2011		61		53		114
2012		77		67		144
2013		15		71		86
2014 — 2018		765		406		1,171
	$	1,086	$	660	$	1,746

Defined Contribution Plans  — The Company maintains voluntary noncontributory defined contribution retirement plans for certain eligible employees. Under each plan, eligible employees may make voluntary contributions, while the Company makes contributions as defined by each plan agreement. Employee contributions in each plan are fully vested. Company contributions vest in accordance with the provision of each plan agreement. The following summarizes the features of each plan:

Retirement Plans — The Company maintains two retirement plans. Under the provisions of the plans, the Company is required to contribute a percentage of each eligible employee’s compensation. Total expense relating to these plans for fiscal 2006, 2007 and 2008 was $320,000, $327,000 and $325,000, and $246,000 (unaudited) and $200,000 (unaudited) for the nine months ended March 31, 2008 and 2009, respectively.

401(k) Savings Plan and Other Investment Savings Plans — The Company’s 401(k) savings and other investment savings plans cover certain of the Company’s eligible employees. Both the employee and the Company make contributions to the plans. Company contributions are based on the level of employee

F-28

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

contributions. Certain subsidiaries of the Company offer retirement plans in lieu of participation in the Company’s 401(k) savings plans. Company contributions to these plans are based on formulas determined by the Company.

The amount expensed for 401(k) savings plans and other defined contribution plans amounted to $380,000, $395,000 and $439,000 for fiscal 2006, 2007 and 2008, and $246,000 (unaudited) and $209,000 (unaudited) for the nine months ended March 31, 2008 and 2009.

Deferred Compensation Plan — The Company had a deferred compensation program for directors and key employees of the Company. The program allowed eligible participants to defer a portion of their compensation and bonuses. The deferred compensation together with certain discretionary Company contributions were invested in a trust account with three participant-directed investment options. Funds could be distributed to participants upon retirement or for certain instances of unforeseen financial hardship. There was no expense associated with the deferred compensation plan for fiscal 2007 and 2008 and for the nine months ended March 31, 2008 and 2009. The accompanying consolidated balance sheets reflects an other asset and other liability of $549,000 and $0 as of June 30, 2007 and 2008 representing the trust account assets and related amounts due to participants.

The Company projects its contributions for all of the above defined contribution plans to be $662,000 for the year ending June 30, 2009.

Other Postretirement Benefit Plans — The Company maintains a postretirement benefit plan for certain eligible employees. Under the provisions of the plan, certain retired employees will secure their own health insurance coverage, and the Company will reimburse the retired employee an amount specified in the plan. The premium reimbursement is only available to retirees who carried the Company’s health insurance at the date of retirement. This benefit obligation is unfunded and, accordingly, the fair value of plan assets is zero.

Coverage under the plan ends when the participant is eligible for Medicare benefits, which is assumed to be age 65. It is assumed that 70% of retirees eligible for coverage will select the family plan. Benefits are assumed to be available upon completion of 30 years of service and attainment of age 58 using a weighted-average discount rate of 6.5%.

The components of the Company’s postretirement benefit plan as of June 30, 2007 and 2008 are as follows (in thousands):

	2007			2008
Change in projected benefit obligations:
Projected benefit obligation — at beginning of period/year	$	697		$	513
Service cost		25			25
Interest cost		32			30
Benefit paid		(37	)		(17	)
Assumptions changes		(5	)		1
Actuarial loss (gain)		(199	)		(29	)
Projected benefit obligation — at end of the period/year	$	513		$	523
Accumulated benefit obligation	$	513		$	523

Amounts recognized in the Consolidated Balance Sheets as of June 30, 2007 and 2008 consist of (in thousands):

	2007			2008
Other liabilities-non current	$	(513	)	$	(523	)

F-29

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Amounts recognized in Accumulated Other Comprehensive Income as of June 30, 2007 and 2008 consist of (in thousands):

	2007			2008
Unrecognized actuarial gain	$	(238	)	$	(262	)
Unrecognized service cost		39			34
	$	(199	)	$	(228	)

Unrecognized gains and losses are recognized over the average remaining service period of active plan participants. The estimated gains and losses, net that will be amortized from accumulated other comprehensive income into benefits expense over the next fiscal year is not significant.

Estimated future benefit payments are as follows (in thousands):

Fiscal Years
Ending June 30,	Amount
2009	$	39
2010		45
2011		57
2012		66
2013		75
Thereafter		241
Total	$	523

12.   STOCKHOLDERS’ EQUITY

Mirion was formed through the exchange of the capital stock of GDS, IST and Synodys on December 22, 2005. This transaction was considered a reorganization of entities under common control since GDS, IST and Synodys were under the common control of ACAS prior to the Reorganization. In accordance with the accounting guidance under EITF Issue No. 90-5, Exchanges of Ownership Interests Between Entities Under Common Control and Appendix D of FAS No. 141(R), Business Combinations, the contribution of Mirion stock is accounted for in a manner similar to a pooling of interests which means that the historical basis of the net assets of GDS, IST and Synodys are combined for all periods prior to January 1, 2006.

Certain equity instruments of GDS, IST and Synodys were recorded as liabilities or in mezzanine equity due to the terms of the respective instrument as being mandatorily redeemable or puttable at the option of the holder. In accordance with FASB Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, the instruments that were classified as liabilities were measured at fair value in the balance sheet with changes in fair value recognized into earnings. During the year ended June 30, 2006, the Company recorded a gain of $6.9 million to reflect the change in fair values of equity instruments recorded as liabilities.

As recorded on January 1, 2006, these equity instruments of GDS, IST and Synodys were exchanged for Mirion convertible preferred stock, common stock or warrants and were determined to be permanent equity. The fair value of the liabilities and equity of the combined companies at December 31, 2005 was $94.8 million. The fair value of the Mirion equity used in the exchange was $123.1 million. The difference in the fair values of $28.3 million was recorded as a return of capital to stockholders.

F-30

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

The following table below reflects the equity outstanding prior to the formation and the issuance of Mirion equity to effect the exchange (in thousands except share data):

Exchange of GDS, IST and Synodys Equity and Liabilities for Mirion Equity

	Number of
	Shares						Mezzanine			Stockholders’
	Exchanged			Liability			Equity			Equity
Common stock at December 31, 2005:
GDS common stock		17,580			—		$	126			—
IST common stock		10,500			—			—		$	117
Synodys common stock		12,541			—			—			4,633
Cancellation of common stock upon formation		(40,621	)		—			(126	)		(4,750	)
Issuance of Mirion common stock upon formation		43,747			—			—			3,776
Balance January 1, 2006		43,747			—		$	—		$	3,776
Redeemable preferred stock at December 31, 2005:
GDS mandatory redeemable preferred stock		27,092		$	26,042		$	—		$	—
IST optional redeemable preferred stock		22,000			—			21,043			—
Synodys mandatory redeemable preferred stock		21,193			24,069			—			—
Cancellation of preferred stock upon formation		(70,285	)		(50,111	)		(21,043	)		—
Issuance of Mirion convertible preferred stock		748,804			—			—			84,629
Balance at January 1, 2006		748,804		$	—		$	—		$	84,629
Detachable warrants at December 31, 2005
GDS warrants		88,967		$	681			—			—
IST warrants		83,458			—			—			—
Synodys warrants		92,455			7,442			—			—
Cancellation of warrants upon formation		(264,880	)		(8,123	)		—			—
Issuance of Mirion detachable warrants upon formation		402,428			—			—		$	34,738
Balance at January 1, 2006		402,428		$	—			—		$	34,738
Put options at December 31, 2005
GDS put options		17,500		$	32			—			—
IST put options		83,458			—			—			—
Cancellation of put options upon formation		(100,958	)		(32	)		—			—
Balance at January 1, 2006		—		$	—			—			—
Dividends payable at December 31, 2005
GDS dividends payable		—		$	4,288			—			—
IST dividends payable		—			3,022			—			—
Synodys dividends payable		—			3,253			—			—
Issuance of equity instruments to settle cumulative dividends paid-in-kind upon formation of Mirion		—			(10,563	)		—			—
Balance at January 1, 2006		—		$	—			—			—

In addition, Mirion sold 3,890 shares of Class B common stock to employees at $100 per share for total proceeds of $338,925.

F-31

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Mirion Convertible Participating Preferred Stock

Mirion has 678,804 shares of Series A-1 Convertible Participating Preferred Stock outstanding and 70,000 shares of Series A-2 Convertible Participating Preferred Stock outstanding for all periods presented. The significant rights and obligations of the Mirion’s Convertible Participating Preferred stock are as follows:

Liquidation Rights — In the event of any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the available funds and assets that may be legally distributed to the Company’s stockholders shall be distributed in preference to the Series A Convertible Participating Preferred Stockholders. The holders of shares of Series A Convertible Participating Preferred Stock will be entitled to receive an amount per share equal to the greater of (a) $113.28 per share in the case of the Series A-1 Convertible Participating Preferred Stock and $103.68 per share in the case of the Series A-2 Convertible Participating Preferred Stock as adjusted for stock splits, stock dividends or combinations plus any accrued or declared but unpaid dividends or (b) the amount the holders of Series A Convertible Participating Preferred Stock would be entitled to receive on an as-converted basis, according to the number of shares of common stock into which such shares could then be converted. If upon any liquidation, dissolution or winding-up of the Company, the available funds and assets shall be insufficient to permit the payment to holders of the Series A Convertible Participating Preferred Stock of their full preferential amount, then the entire available funds and assets should be distributed on a pro rata basis among the holders of the outstanding Series A Convertible Participating Preferred Stock. If any assets of the Company distributed to stockholders in connection with any liquidation, dissolution or winding-up of the Company are in a form other than cash, then the value of such assets shall be their fair market value.

Upon completion of the distributions to the Series A Convertible Participating Preferred stockholders and the payment of all debts and liabilities of the Company, all of the remaining assets of the Company available for distribution will be distributed on a pro rata basis among the holders of common stock.

A liquidation, dissolution or winding-up of the Company shall include the acquisition of the Company by another entity by means of a transaction or series of related transactions including without limitation any reorganization, merger or consolidation that results in the transfer of 50% or more of the outstanding voting power of the Company or the sale of all or substantially all assets of the Company.

Dividends Rights — The holders of shares of Series A-1 and A-2 Convertible Participating Preferred Stock, in preference to the holders of shares of any common stock, are entitled to receive cumulative dividends, at a rate of 8% and 17% per annum, payable on the first business day of each quarter commencing on January 1, 2006, by validly issuing fully paid and nonassessable shares of Series A-1 Convertible Participating Preferred Stock with an aggregate liquidation preference equal to the amount of the dividends to be paid. All undeclared dividends and declared but unpaid dividends including unissued additional shares of Series A-1 Convertible Participating Preferred Stock shall compound on a quarterly basis at the Series A-l dividend rate, without any duplication when and if the dividends are actually paid.

No dividends should be paid on any share of common stock unless a dividend is paid with respect to all outstanding shares of Series A Convertible Participating Preferred Stock in an amount for each such share equal to or greater than the aggregate amount of such dividends for all shares of common stock into which such share of Series A Convertible Participating Preferred Stock could then be converted.

Conversion Rights — Each share of Series A Convertible Participating Preferred Stock is convertible at any time, at the option of the holder, into the number of fully paid and nonassessable shares of Class A Voting Common Stock that results from dividing the applicable original issue price per share by the initial conversion price of $100. The conversion price is subject to adjustments upon the occurrence of certain triggering events related to anti-dilution protection rights.

F-32

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Each share of Convertible Participating Preferred Stock shall automatically convert into Class A Voting Common Stock at the conversion price at the time in effect, upon the vote or written consent of the holders of not less than a majority of the then-outstanding shares of Series A Convertible Participating Preferred Stock.

Anti-Dilution Provisions — No adjustment in the number of shares of Class A Voting Common Stock into which the shares of any Series A Convertible Participating Preferred Stock is convertible should be made, unless the effective price of additional shares of common stock is less than the conversion price in effect on the date of the issue of such additional shares of common stock.

Voting Rights — The holders of shares of Series A Convertible Participating Preferred Stock do not have voting rights of any kind. The Company cannot amend, alter or repeal any provision of the certificate of incorporation of the Company so as to adversely affect the preferences, rights, privileges or powers of the Series A Convertible Participating Preferred Stock without the consent of the holders of a majority of the outstanding shares of Series A Convertible Participating Preferred Stock. However, each holder of Series A Convertible Participating Preferred Stock would need to approve an amendment to the certificate of incorporation that reduces the dividend payable on or the liquidation preference of the Series A Convertible Participating Preferred Stock. Also, the Company cannot create, authorize or issue any securities senior to the Series A Convertible Participating Preferred Stock as to dividends and distributions upon the liquidation, winding-up and dissolution of the Company.

Mirion Common Stock

Mirion has authorized 2,500,000 shares of Class A Voting Common Stock and 700,000 shares of Class B Non-Voting Common Stock. The rights and privileges of Class A and Class B common stock are the same except for voting rights. Common stock reserved for future issuance as of March 31, 2009, was as follows:

	Number of
	Shares
	(unaudited)
2006 Stock Plan:
Outstanding stock options		113,788
Reserved for future option grants		5,052
Total common stock reserved for stock options		118,840
Warrants to purchase common stock		402,428
Convertible preferred stock (as converted):
Series A-1		998,190
Series A-2		125,582
Total convertible preferred stock		1,123,772
Total common stock reserved for future issuances		1,645,040

Detachable Warrants

On January 1, 2006, Mirion issued warrants granting the holders the right to purchase Class A Voting Common Stock of the Company. The warrants are only exercisable upon the consent of the Board of Directors or upon liquidation of the Company. The warrants expire on December 22, 2015. As of June 30, 2007 and 2008 and March 31, 2009 (unaudited), there were 402,428 shares of common stock issuable upon the exercise of outstanding detachable warrants, of which 23,166 have an exercise price of $0.01 and 379,262 have an exercise price of $0.001. As of March 31, 2009, the Board of Directors had not provided its consent for the exercise of these warrants.

F-33

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

13.   STOCK-BASED COMPENSATION

The Board of Directors approved the Mirion 2006 Stock Plan, effective as of December 22, 2005. The plan approves the granting of awards in the form of nonqualified stock options to directors, employees or consultants. The total number of shares available for distribution under the plan is 118,840. Under the terms of the plan, the exercise price for awards issued under the plan is determined at the sole discretion of the Board of Directors.

The stock-based compensation expense included in the consolidated income statement is as follows (in thousands):

	June 30,						March 31,
	2006		2007		2008		2008		2009
							(unaudited)
Selling, general and administrative expenses	$	1,356	$	244	$	250	$	145	$	884
Research and development		0		0		25		17		24
Total stock-based compensation expense	$	1,356	$	244	$	275	$	162	$	908

The stock awards under the Mirion 2006 stock plan include stock awards with performance-based vesting (“PSA”) and time-based vesting (“TSA”). Under the terms of the PSA agreements, Mirion grants employee stock option awards whose vesting is contingent upon meeting company-wide performance goals including earnings before interest, taxes, and depreciation targets or internal rate of return targets. The TSAs include stock options granted by the Company whose vesting occurs over a period of five to 60 months.

Under FAS No. 123(R), the Company estimates the value of the employee stock options on the date of grant using the Black-Scholes model. The key assumptions used in the model are provided below:

	Performance-Based Vested Awards
				Nine Months ended
	June 30,			March 31,
	2006	2007	2008	2008	2009
				(unaudited)
Expected term (in years)	4.5 - 4.8	3.8 - 3.9	2.7 - 2.8	2.7 - 2.8	—
Risk-free interest rate	4.3%	4.6% - 4.9%	3.7% - 4.1%	3.7% - 4.1%	—
Volatility	49%	36%	35%	35%	—
Dividend yield	0%	0%	0%	0%	—
Weighted-average fair value at grant date	$40.53	$25.82	$21.54	$21.54	—

	Time-Based Vested Awards
				Nine Months Ended
	June 30,			March 31,
	2006	2007	2008	2008	2009
				(unaudited)
Expected term (in years)	5.6 - 6.3	9.8	8.0 - 10.0	8.0 - 10.0	10.0
Risk-free interest rate	4.3%	4.6% - 4.8%	2.9% - 4.5%	2.9% - 4.5%	2.7% - 4.1%
Volatility	49%	46%	46%	46%	46% - 47%
Dividend yield	0%	0%	0%	0%	0%
Weighted-average fair value at grant date	$45.86	$46.59	$45.15	$45.15	$49.45

F-34

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

The expected term of the option is determined based on factors including vesting period, life of option, strike price and fair market value of the Company’s stock on the date of grant. The risk-free rate of interest over the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Since the Company’s stock is not publicly traded, volatility has been determined based on the volatility of stocks of comparable companies within the Company’s industry. No dividends on the Company’s common stock have been declared in the past, and the Company does not expect to do so in the foreseeable future.

Share option activity is as follows:

	2006					2007					2008
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
				Exercise					Exercise					Exercise
	Shares			Price		Shares			Price		Shares			Price
Outstanding — beginning of year		—			—		48,646		$	88.75		45,139		$	91.79
Granted		55,453		$	88.75		26,029			117.58		59,325			128.16
Exercised		—			—		—			—		(150	)		88.75
Forfeited or expired		(6,807	)		88.75		(29,536	)		109.52		(17,609	)		96.53
Outstanding — end of year		48,646		$	88.75		45,139		$	91.79		86,705		$	115.72
Vested or Expected to Vest — end of year		48,646		$	88.75		45,139		$	91.79		86,705		$	115.72
Exercisable — end of year		—			—		28,210		$	88.75		20,786		$	88.75

The following table shows the weighted-average remaining contractual term and aggregate intrinsic value for options outstanding, vested and exercisable at June 30, 2008:

	Weighted-
	Average
	Remaining		Aggregate
	Contractual		Intrinsic
	Term		Value(1)
	(in years)		(in thousands)
Outstanding		8.9	$	203.4
Vested		7.8		154.4
Exercisable		7.5		154.4

(1)  Excludes options with a strike price greater than the market value of the underlying stock.

The total intrinsic value of stock options exercised during the years ended June 30, 2007 and 2008 was $0 and $2,070. The aggregate intrinsic value of the share options exercised was calculated using an estimated market price of common stock at March 31, 2008, which was $102.55 per share. However, the aggregate intrinsic value of the share options shown in the table above was calculated using the estimated market price of common stock at June 30, 2008, which was $96.18 per share. As of June 30, 2008, there was $2.3 million of unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Mirion 2006 Stock Plan; that cost is expected to be recognized over a weighted-average period of 3.2 years.

F-35

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

A summary of the activity is presented below:

				Weighted-
				Average
				Grant-Date
Nonvested Shares	Shares			Fair Value
Nonvested — July 1, 2007		16,929		$	36.66
Granted		59,325			37.79
Vested		(6,065	)		45.37
Forfeited		(8,210	)		31.33
Nonvested — June 30, 2008		61,979		$	37.59

No tax benefit was realized for tax deductions from share-based arrangements, including from the exercise of stock options, during fiscal 2006, 2007 and 2008 and the nine months ended March 31, 2008 (unaudited) and 2009 (unaudited). The Company did not use any cash to settle equity instruments granted under its share-based payment arrangements for fiscal 2006, 2007 and 2008 and the nine months ended March 31, 2008 (unaudited) and 2009 (unaudited). There was no compensation cost capitalized as part of inventory and fixed assets for the years ended June 30, 2006, 2007 and 2008 and the nine months ended March 31, 2008 (unaudited) and 2009 (unaudited).

14.   RELATED-PARTY TRANSACTIONS

The Company has NEPAs with its primary investor ACAS and its subsidiary ACFS (see Note 8). The terms of the NEPAs require the Company to pay ACFS annual management fees aggregating $1.6 million per year. In return, ACFS provides various investment banking services relating to financing arrangements, mergers and acquisitions, financial analysis and other services. The NEPAs are not cancelable by the Company as long as ACFS has an investment in the Company’s debt or equity securities. Such transactions were not consummated on terms equivalent to those that prevail in arm’s length transactions.

Amounts paid to ACFS were as follows (in thousands):

							Nine Months Ended
	June 30,						March 31,
	2006		2007		2008		2008		2009
							(unaudited)
Expense invoices	$	1,208	$	166	$	111	$	93	$	86
Loan fees		1,440		260		201		201		—
Management fees		1,761		1,625		1,625		1,219		1,219
Interest on debt		14,201		16,517		17,211		13,182		11,569
	$	18,610	$	18,568	$	19,148	$	14,695	$	12,874

The Company’s President, Chief Executive Officer and Chairman of the Board, Thomas D. Logan, entered into a Call Option Agreement with ACAS and certain of its affiliates, in which ACAS granted time and performance-based options to Mr. Logan to purchase shares of the common stock of one of Mirion’s predecessors on account of his services as an officer and director. After the formation of Mirion, the agreement was amended to provide Mr. Logan with an option to purchase certain Class A common stock of Mirion held by ACAS.

The agreement provides Mr. Logan with a performance-based option to purchase 54,564 shares of the Company’s common stock held by ACAS or its affiliates at an exercise price of $88.75 per share. The performance-based options are divided into three tranches, each of which will either vest or be cancelled in

F-36

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

two halves upon an IPO or change in control, depending on whether ACAS achieves certain internal rates of return or returns on investment in such an event.

Upon completion of this offering, vesting of the performance-based options will occur in two stages. The first stage occurs 30 days after the effective time of this offering at which time 50% of the options in each tranche will vest if ACAS achieves certain minimum internal rates of return, ranging between 25–40% or certain minimum returns on investment ranging between 2.0–2.7x. If neither goal is met, the portion of such options will be cancelled. The second stage occurs on the earlier of two years after the effective time of this offering or upon the sale by ACAS of its investments in the Company, at which time the remaining 50% of the options in each tranche will vest if ACAS achieves certain minimum internal rates of return ranging between 25–40% or certain minimum returns on investment of 2.0–2.7x. If neither goal is met, such options will be cancelled.

The Call Option Agreement also provides Mr. Logan with an option to purchase 17,750 shares of the Company’s common stock held by ACAS that vest on a monthly schedule. All such options have vested as of March 31, 2009 (unaudited).

All options granted by ACAS and its affiliates to Mr. Logan pursuant to the Call Option Agreement are to be reduced on an economically equivalent basis in the event the Company grants Mr. Logan options to purchase shares of Mirion common stock after the date of the Call Option Agreement, provided such options are no less favorable to Mr. Logan.

15.   SEGMENT AND GEOGRAPHIC INFORMATION

The Company manages its business operations through five strategic business units. Based upon the information reported to the chief operating decision maker, who is the Chief Executive Officer, the Company has the following reportable segments: Health Physics, Radiation Monitoring Systems, Sensing Systems, Dosimetry Services and Imaging Systems. The Health Physics segment sells dosimeters, detection equipment and contamination & clearance monitors to power and utility companies, military organizations and governmental agencies. The Radiation Monitoring Systems segment sells radiation monitoring systems to the nuclear end market. The Sensing Systems segment supplies electrical penetration and reactor control equipment to the builders and operators of nuclear reactors. The Dosimetry Services segment provides dosimetry services to employers of radiation workers in the nuclear and medical end markets. The Imaging

F-37

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

Systems segment sells specialized cameras for use in difficult and hazardous environments. Summarized financial information by reporting segment was as follows (in thousands):

	Year Ended June 30,									Nine Months Ended March 31,
	2006			2007			2008			2008			2009
										(unaudited)
Revenue:
Health Physics	$	51,315		$	53,837		$	60,886		$	39,593		$	50,162
Radiation Monitoring Systems		29,336			44,109			39,253			36,072			27,375
Sensing Systems		22,753			29,049			39,800			29,992			30,929
Dosimetry Services		26,151			27,709			28,807			21,548			21,831
Imaging Systems		17,593			20,657			21,187			14,808			13,244
Total	$	147,148		$	175,361		$	189,933		$	142,013		$	143,541
(Loss) income from operations:
Health Physics	$	(3,033	)	$	(2,763	)	$	(691	)	$	(5,036	)	$	2,066
Radiation Monitoring Systems		1,871			6,726			(912	)		4,519			(984	)
Sensing Systems		(132	)		4,110			10,197			7,894			10,042
Dosimetry Services		4,395			5,802			7,729			5,959			5,757
Imaging Systems		(1,079	)		207			1,344			447			974
Unallocated corporate items		(12,226	)		(7,610	)		(8,478	)		(5,567	)		(11,524	)
Total	$	(10,204	)	$	6,472		$	9,189		$	8,216		$	6,331
Depreciation and amortization:
Health Physics	$	3,146		$	3,161		$	3,218		$	2,292		$	2,017
Radiation Monitoring Systems		1,884			2,165			2,255			1,665			1,430
Sensing Systems		3,751			3,335			2,108			1,614			1,391
Dosimetry Services		6,047			5,773			5,025			3,670			3,268
Imaging Systems		1,505			1,849			1,466			1,123			1,061
Unallocated corporate items		—			4			26			12			140
Total	$	16,333		$	16,287		$	14,098		$	10,376		$	9,307
Interest expense:
Health Physics	$	3,186		$	2,888		$	3,365		$	2,050		$	2,415
Radiation Monitoring Systems		3,186			2,888			3,365			2,050			2,415
Sensing Systems		2,928			2,871			2,971			2,305			1,863
Dosimetry Services		8,491			7,677			7,763			5,894			5,318
Imaging Systems		2,928			2,871			2,971			2,305			1,863
Total	$	20,719		$	19,195		$	20,435		$	14,604		$	13,874

F-38

MIRION TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements — (Continued)

	As of June 30,				As of March 31,
	2007		2008		2009
					(unaudited)
Total assets:
Health Physics	$	88,779	$	105,344	$	90,373
Radiation Monitoring Systems		57,048		75,338		62,480
Sensing Systems		44,222		52,241		55,553
Dosimetry Services		77,518		74,724		71,831
Imaging Systems		31,320		28,528		25,828
Unallocated corporate items		1,095		488		2,546
Total	$	299,982	$	336,663	$	308,611

The Company conducts its operations throughout the world. Revenue is attributed to each geographic location based on the locations of end customers. Assets and Long-lived assets are attributed based on where the assets are located. Revenue, assets and long-lived assets by geographic location were as follows (in thousands):

	Year Ended June 30,						Nine Months Ended March 31,
	2006		2007		2008		2008		2009
							(unaudited)
Revenue:
North American markets(1)	$	60,332	$	65,279	$	68,757	$	54,086	$	55,444
European markets		75,250		88,522		88,436		63,074		63,642
Asia Pacific/Japan markets		11,566		21,560		32,740		24,853		24,455
Total	$	147,148	$	175,361	$	189,933	$	142,013	$	143,541

	As of June 30,				As of March 31,
	2007		2008		2009
					(unaudited)
Assets:
North America	$	143,738	$	141,185	$	145,330
Europe		156,205		195,405		163,039
Asia Pacific/Japan		39		73		242
Total Assets	$	299,982	$	336,663	$	308,611
Long-lived assets:
North America	$	6,311	$	7,446	$	7,900
Europe		8,938		9,966		8,305
Asia Pacific/Japan		1		1		1
Total	$	15,250	$	17,413	$	16,206

(1) North American markets include all products marketed in the United States and Canada.

F-39

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.   Other Expenses of Issuance and Distribution.

The following table sets forth expenses to be paid by the registrant in connection with the offering described in this registration statement. Each of the amounts set forth below, other than the Registration fee and the FINRA filing fee, is an estimate.

	Amount
Registration fee	$	5,580
FINRA filing fee		10,500
NASDAQ listing fee		*
Transfer agent’s fees		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue Sky fees and expenses		*
Miscellaneous		*
Total	$

* To be filed by amendment.

Item 14.   Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. The Bylaws that will be adopted by the Registrant prior to the completion of this offering provide for indemnification by the Registrant of its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Certificate of Incorporation that will be adopted by the Registrant prior to the completion of this offering provides for such limitation of liability.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

The Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement will provide for indemnification of the Registrant and its directors and certain officers by the underwriters of this offering. The Registration Rights Agreement to be filed as Exhibit 4.2 to this Registration Statement will provide for

II-1

indemnification of the Registrant and its directors and certain officers against certain liabilities related to the offering of the common stock thereunder.

Item 15.   Recent Sales of Unregistered Securities.

(a) Since March 31, 2006, the Registrant issued the following unregistered securities:

1.   Common Stock

On August 18, 2006, the Registrant issued 1,104 shares of Class A Voting Common Stock to an executive officer, as a performance bonus in lieu of cash compensation.

2.   Common Stock

On October 3, 2006, the Registrant issued 42,032 shares of Class B Non-Voting Common Stock to ACAS and certain of its affiliates upon cancellation of a prior issuance of 42,032 shares of Class B Non-Voting Common Stock held by ACAS.

3.   Preferred Stock

On October 3, 2006, the Registrant issued 677,426 shares of Series A-1 Convertible Participating Preferred Stock to ACAS and certain of its affiliates upon cancellation of a prior issuance of 677,426 shares of Series A-1 Convertible Participating Preferred Stock to ACAS.

4.   Preferred Stock

On October 3, 2006, the Registrant issued 70,000 shares of Series A-2 Convertible Participating Preferred Stock to ACAS and certain of its affiliates upon cancellation of a prior issuance of 70,000 shares of Series A-2 Convertible Participating Preferred Stock to ACAS.

5.   Warrants

On October 3, 2006, the Registrant issued warrants to purchase 379,262 shares of common stock at an exercise price of $0.001 per share to ACAS and certain of its affiliates upon cancellation of a prior issuance of warrants to purchase 379,262 shares of common stock at an exercise price of $0.01 per share to ACAS.

6.   Common Stock

On October 3, 2007, the Registrant issued 29,422 shares of Class B Non-Voting Common Stock to ACAS and certain of its affiliates upon cancellation of a prior issuance of 29,422 shares of Class B Non-Voting Common Stock to ACAS.

7.   Preferred Stock

On October 3, 2007, the Registrant issued 474,198 shares of Series A-1 Convertible Participating Preferred Stock to ACAS and certain of its affiliates upon cancellation of a prior issuance of 474,198 shares of Series A-1 Convertible Participating Preferred Stock to ACAS.

8.   Preferred Stock

On October 3, 2007, the Registrant issued 49,000 shares of Series A-2 Convertible Participating Preferred Stock to ACAS and certain of its affiliates upon cancellation of a prior issuance of 49,000 shares of Series A-2 Convertible Participating Preferred Stock to ACAS.

9.   Warrants

On October 3, 2007, the Registrant issued warrants to purchase 263,707 shares of common stock at an exercise price of $0.001 per share to ACAS and certain of its affiliates upon cancellation of a prior issuance of warrants to purchase 263,707 shares of common stock at an exercise price of $0.001 per share to ACAS.

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10.   Options

On May 1, 2008, the Registrant issued and sold 150 shares of Class B Non-Voting Common Stock to an employee upon an exercise of stock options vested under the Registrant’s 2006 Stock Plan at an exercise price of $88.75 per share, for aggregate consideration of $13,312.50.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the registrant believes that each transaction was exempt from the registration requirements of the Securities Act pursuant to Section 4(2), with respect to items (1) through (9) above, as transactions by an issuer not involving a public offering, and Rule 701 promulgated thereunder, with respect to item (10) above, as a transaction pursuant to compensatory benefit plans and contracts relating to compensation as provided under such Rule 701. The recipients of securities in such transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates and instruments issued in such transactions.

(b) Since March 31, 2006, the Registrant granted the following stock options to purchase common stock to employees, directors and consultants:

1. On August 7, 2006, the Registrant issued stock options covering an aggregate of 14,000 shares of its common stock at an exercise price of $117.58 per share and an aggregate price of $1,646,120 under the Registrant’s 2006 Stock Plan.

2. On August 28, 2006, the Registrant issued stock options covering an aggregate of 7,275 shares of its common stock at an exercise price of $117.58 per share and an aggregate price of $855,395 under the Registrant’s 2006 Stock Plan.

3. On October 2, 2006, the Registrant issued stock options covering an aggregate of 4,754 shares of its common stock at an exercise price of $117.58 per share and an aggregate price of $558,975 under the Registrant’s 2006 Stock Plan.

4. On September 6, 2007, the Registrant issued stock options covering an aggregate of 7,325 shares of its common stock at an exercise price of $121.24 per share and an aggregate price of $888,083 under the Registrant’s 2006 Stock Plan.

5. On November 5, 2007, the Registrant issued stock options covering an aggregate of 15,000 shares of its common stock at an exercise price of $138.58 per share and an aggregate price of $1,662,960 under the Registrant’s 2006 Stock Plan, 3,000 of which were cancelled in July 2008.

6. On January 7, 2008, the Registrant issued stock options covering an aggregate of 8,000 shares of its common stock at an exercise price of $138.58 per share and an aggregate price of $1,108,640 under the Registrant’s 2006 Stock Plan.

7. On January 8, 2008, the Registrant issued stock options covering an aggregate of 1,500 shares of its common stock at an exercise price of $138.58 per share and an aggregate price of $207,870 under the Registrant’s 2006 Stock Plan.

8. On January 22, 2008, the Registrant issued stock options covering an aggregate of 500 shares of its common stock at an exercise price of $138.58 per share and an aggregate price of $69,290 under the Registrant’s 2006 Stock Plan.

9. On January 28, 2008, the Registrant issued stock options covering an aggregate of 9,000 shares of its common stock at an exercise price of $138.58 per share and an aggregate price of $1,247,220 under the Registrant’s 2006 Stock Plan.

10. On March 28, 2008, the Registrant issued stock options covering an aggregate of 2,000 shares of its common stock at an exercise price of $111.30 per share and an aggregate price of $ under the Registrant’s 2006 Stock Plan.

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11. On March 31, 2008, the Registrant issued stock options covering an aggregate of 16,000 shares of its common stock at an exercise price of $111.30 per share and an aggregate price of $ under the Registrant’s 2006 Stock Plan.

12. On August 5, 2008, the Registrant issued stock options covering an aggregate of 30,886 shares of its common stock at an exercise price of $144.95 per share and an aggregate price of $4,476,926 under the Registrant’s 2006 Stock Plan.

13. On August 5, 2008, the Registrant issued stock options covering an aggregate of 2,000 shares of its common stock at an exercise price of $144.95 per share and an aggregate price of $289,900 under the Registrant’s 2006 Stock Plan.

14. On December 9, 2008, the Registrant issued stock options covering an aggregate of 1,000 shares of its common stock at an exercise price of $144.24 per share and an aggregate price of $144,240 under the Registrant’s 2006 Stock Plan.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the registrant believes each transaction was exempt from the registration requirements of the Securities Act in reliance on Rule 701 promulgated thereunder, with respect to items (1), (2), (3), (4), (5), (7), (8), (9), (10), (12) and (14) above, as transactions pursuant to compensatory benefit plans and contracts relating to compensation as provided under such Rule 701, and Section 4(2) thereof and Regulation D promulgated thereunder, with respect to items (6), (11) and (13) above, as transactions by an issuer not involving a public offering. The recipients of securities in such transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates and instruments issued in such transactions.

Item 16.   Exhibits and Financial Statement Schedules.

(a)   Exhibits

Exhibit No.			Document
	1.1	*	Form of Underwriting Agreement
	3.1	*	Form of Amended and Restated Certificate of Incorporations
	3.2	*	Form of Amended and Restated Bylaws
	4.1	*	Specimen Common Stock Certificate of the Registrant
	4.2	*	Form of Registration Rights Agreement
	5.1	*	Opinion of Davis Polk & Wardwell LLP
	8.1	*	Tax Opinion of Davis Polk & Wardwell LLP
	10.1		Shareholder Loan Agreement dated September 23, 2005 between Dosimetry Acquisitions (France) and ACAS
	10.1.1		Amendment 1 dated November 14, 2005 to Shareholder Loan Agreement
	10.1.2		Amendment No. 2 dated September 13, 2006 to Shareholder Loan Agreement
	10.1.3		Third Amendment dated May 14, 2008 to Shareholder Loan Agreement
	10.1.4		Fourth Amendment dated July 20, 2009 to Shareholder Loan Agreement
	10.2		Note and Equity Purchase Agreement dated June 23, 2004 by and among MGP Instruments, Inc., Dosimetry Acquisitions (U.S.), Inc. and American Capital Financial Services, Inc. and various purchasers
	10.2.1		Amendment No. 1 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated October 22, 2004
	10.2.2		Amendment No. 2 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated November 1, 2005

II-4

Exhibit No.		Document
	10.2.3	Amendment No. 2 and Consent to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated December 22, 2005
	10.2.4	Amendment No. 3 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated June 30, 2006
	10.2.5	Amendment No. 4 and Waiver to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated December 22, 2006
	10.2.6	Amendment No. 4 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated May 14, 2008
	10.2.7	Cross Guaranty of the Registrant, MGP Instruments, Inc. and Dosimetry Acquisitions (U.S.), Inc.
	10.2.8	Waiver Agreement to Note and Equity Purchase Agreement of Mirion Technologies (MGPI), Inc. (fka MGP Instruments, Inc.) dated June 15, 2009
	10.2.9	Waiver and Amendment Agreement to Note and Equity Purchase Agreement of Mirion Technologies (MGPI), Inc. dated July 31, 2009
	10.3	Amended and Restated Note and Equity Purchase Agreement dated October 29, 2004 by and among IST Acquisitions, Inc., Imaging and Sensing Technology Corporation and subsidiaries and American Capital Financial Services, Inc. and various purchasers
	10.3.1	Amendment No. 1 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated May 24, 2005
	10.3.2	Amendment No. 1 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated October 21, 2005
	10.3.3	Amendment No. 2 and Consent to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated December 22, 2005
	10.3.4	Amendment No. 3 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated May 16, 2006
	10.3.5	Amendment No. 3 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated September 13, 2006
	10.3.6	Amendment No. 4 and Waiver to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated December 22, 2006
	10.3.7	Amendment No. 4 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated July 20, 2007
	10.3.8	Amendment No. 5 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated May 14, 2008
	10.3.9	Cross Guaranty of the Registrant and Imaging and Sensing Technology Corporation dated January 1, 2006
	10.3.10	Waiver Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (IST) Corporation (fka Imaging and Sensing Technology Corporation) dated June 15, 2009
	10.3.11	Waiver and Amendment Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (IST) Corporation dated August 4, 2009
	10.4	Amended and Restated Note and Equity Purchase Agreement dated November 10, 2004 by and among Global Dosimetry Solutions, Inc. and American Capital Financial Services, Inc. and various purchasers
	10.4.1	Amendment No. 1 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated October 14, 2005
	10.4.2	Consent to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated December 22, 2005
	10.4.3	Amendment No. 2 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated February 1, 2006
	10.4.4	Amendment No. 3 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated March 28, 2006

II-5

Exhibit No.			Document
	10.4.5		Amendment No. 4 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated December 15, 2006
	10.4.6		Amendment No. 5 and Waiver to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated December 22, 2006
	10.4.7		Cross Guaranty of the Registrant and Global Dosimetry Solutions, Inc. dated January 1, 2006
	10.4.8		Waiver Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (GDS), Inc. (fka Global Dosimetry Solutions, Inc.) dated June 15, 2009
	10.4.9		Waiver and Amendment Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (GDS), Inc. dated July 31, 2009
	10.5		First Lien Pledge and Security Agreement made by the Registrant in favor of American Financial Services, Inc. dated January 1, 2006
	10.6	*	Form of Indemnification Agreement
	10.7		Investment Banking Services Agreement dated December 25, 2005 between the Registrant and American Capital Financial Services, Inc.
	10.8	*	Lease Agreement dated December 28, 2005 between the Registrant and Alexander Properties Company
	10.8.1	*	Addendum 1 dated August 29, 2007 to Lease Agreement dated August 29, 2007 between the Registrant and Alexander Properties Company
	10.8.2	*	Addendum 2 dated June 10, 2008 to Lease Agreement dated December 22, 2005 between the Registrant and Alexander Properties Company
	10.9	*	Lease Agreement dated December 1, 1999 between the Registrant and Sonwil Development Group, L.L.C.
	10.9.1	*	Lease Renewal and Modification Agreement dated April 8, 2008 between the Registrant and Sonwil Distribution Center, Inc.
	10.10	*	Lease Agreement dated January 29, 2004 between the Registrant and The Irvine Company
	10.11		2006 Stock Plan
	10.11.1		First Amendment to 2006 Stock Plan
	10.11.2		Amendment to 2006 Stock Plan
	10.12		Form of Stock Option Agreement under 2006 Stock Plan
	10.13	*	Amended and Restated 2006 Stock Plan
	10.14	*	Form of Stock Option Agreement under Amended and Restated 2006 Stock Plan
	10.15		Second Amended and Restated Call Option Agreement among Thomas D. Logan and ACAS
	10.16		Employment Agreement dated August 15, 2006 between the Registrant and Thomas D. Logan
	10.16.1		Section 409A Amendment dated December 22, 2008 to Employment Agreement of Thomas D. Logan
	10.16.2		Amendment 2 dated January 1, 2009 to the Employment Agreement dated August 15, 2006 between the Registrant and Thomas D. Logan
	10.17		Employment Agreement dated March 28, 2008 between the Registrant and Jack Pacheco
	10.17.1		Section 409A Amendment dated December 18, 2008 to Employment Agreement of Jack Pacheco
	10.18		Employment Agreement dated January 7, 2008 between the Registrant and Seth Rosen
	10.18.1		Section 409A Amendment dated December 18, 2008 to Employment Agreement of Seth Rosen
	10.19		Employment Agreement dated March 2, 2006 between the Registrant and W. Antony Besso
	10.19.1		Addendum dated November 26, 2007 to Employment Agreement of W. Antony Besso
	10.20	*	Executive Bonus Plan
	21.1	*	Subsidiaries of the Registrant
	23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

II-6

Exhibit No.			Document
	23.2	*	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
	24.1		Power of Attorney (included on signature page)

*  To be filed by amendment.

Item 17.   Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, State of California, on August 13, 2009.

MIRION TECHNOLOGIES, INC.

By:  /s/  Thomas D. Logan

Name:     Thomas D. Logan

Title:  President, Chief Executive Officer and Chairman of the Board

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas D. Logan and Jack A. Pacheco, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Thomas D. Logan Thomas D. Logan (Principal Executive Officer)	President, Chief Executive Officer and Chairman of the Board	August 13, 2009
/s/  Jack A. Pacheco Jack A. Pacheco (Principal Financial and Accounting Officer)	Vice President and Chief Financial Officer	August 13, 2009
/s/  Robert J. Klein Robert J. Klein	Director	August 13, 2009

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EXHIBIT INDEX

Exhibit No.			Document
	1.1	*	Form of Underwriting Agreement
	3.1	*	Form of Amended and Restated Certificate of Incorporations
	3.2	*	Form of Amended and Restated Bylaws
	4.1	*	Specimen Common Stock Certificate of the Registrant
	4.2	*	Form of Registration Rights Agreement
	5.1	*	Opinion of Davis Polk & Wardwell LLP
	8.1	*	Tax Opinion of Davis Polk & Wardwell LLP
	10.1		Shareholder Loan Agreement dated September 23, 2005 between Dosimetry Acquisitions (France) and ACAS
	10.1.1		Amendment 1 dated November 14, 2005 to Shareholder Loan Agreement
	10.1.2		Amendment No. 2 dated September 13, 2006 to Shareholder Loan Agreement
	10.1.3		Third Amendment dated May 14, 2008 to Shareholder Loan Agreement
	10.1.4		Fourth Amendment dated July 20, 2009 to Shareholder Loan Agreement
	10.2		Note and Equity Purchase Agreement dated June 23, 2004 by and among MGP Instruments, Inc., Dosimetry Acquisitions (U.S.), Inc. and American Capital Financial Services, Inc. and various purchasers
	10.2.1		Amendment No. 1 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated October 22, 2004
	10.2.2		Amendment No. 2 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated November 1, 2005
	10.2.3		Amendment No. 2 and Consent to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated December 22, 2005
	10.2.4		Amendment No. 3 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated June 30, 2006
	10.2.5		Amendment No. 4 and Waiver to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated December 22, 2006
	10.2.6		Amendment No. 4 to Note and Equity Purchase Agreement of MGP Instruments, Inc. dated May 14, 2008
	10.2.7		Cross Guaranty of the Registrant, MGP Instruments, Inc. and Dosimetry Acquisitions (U.S.), Inc.
	10.2.8		Waiver Agreement to Note and Equity Purchase Agreement of Mirion Technologies (MGPI), Inc. (fka MGP Instruments, Inc.) dated June 15, 2009
	10.2.9		Waiver and Amendment Agreement to Note and Equity Purchase Agreement of Mirion Technologies (MGPI), Inc. dated July 31, 2009
	10.3		Amended and Restated Note and Equity Purchase Agreement dated October 29, 2004 by and among IST Acquisitions, Inc., Imaging and Sensing Technology Corporation and subsidiaries and American Capital Financial Services, Inc. and various purchasers
	10.3.1		Amendment No. 1 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated May 24, 2005
	10.3.2		Amendment No. 1 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated October 21, 2005
	10.3.3		Amendment No. 2 and Consent to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated December 22, 2005
	10.3.4		Amendment No. 3 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated May 16, 2006
	10.3.5		Amendment No. 3 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated September 13, 2006
	10.3.6		Amendment No. 4 and Waiver to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated December 22, 2006

Exhibit No.			Document
	10.3.7		Amendment No. 4 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated July 20, 2007
	10.3.8		Amendment No. 5 to Amended and Restated Note and Equity Purchase Agreement of Imaging and Sensing Technology Corporation dated May 14, 2008
	10.3.9		Cross Guaranty of the Registrant and Imaging and Sensing Technology Corporation dated January 1, 2006
	10.3.10		Waiver Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (IST) Corporation (fka Imaging and Sensing Technology Corporation) dated June 15, 2009
	10.3.11		Waiver and Amendment Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (IST) Corporation dated August 4, 2009
	10.4		Amended and Restated Note and Equity Purchase Agreement dated November 10, 2004 by and among Global Dosimetry Solutions, Inc. and American Capital Financial Services, Inc. and various purchasers
	10.4.1		Amendment No. 1 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated October 14, 2005
	10.4.2		Consent to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated December 22, 2005
	10.4.3		Amendment No. 2 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated February 1, 2006
	10.4.4		Amendment No. 3 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated March 28, 2006
	10.4.5		Amendment No. 4 to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated December 15, 2006
	10.4.6		Amendment No. 5 and Waiver to Amended and Restated Note and Equity Purchase Agreement of Global Dosimetry Solutions, Inc. dated December 22, 2006
	10.4.7		Cross Guaranty of the Registrant and Global Dosimetry Solutions, Inc. dated January 1, 2006
	10.4.8		Waiver Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (GDS), Inc. (fka Global Dosimetry Solutions, Inc.) dated June 15, 2009
	10.4.9		Waiver and Amendment Agreement to Amended and Restated Note and Equity Purchase Agreement of Mirion Technologies (GDS), Inc. dated July 31, 2009
	10.5		First Lien Pledge and Security Agreement made by the Registrant in favor of American Financial Services, Inc. dated January 1, 2006
	10.6	*	Form of Indemnification Agreement
	10.7		Investment Banking Services Agreement dated December 25, 2005 between the Registrant and American Capital Financial Services, Inc.
	10.8	*	Lease Agreement dated December 28, 2005 between the Registrant and Alexander Properties Company
	10.8.1	*	Addendum 1 dated August 29, 2007 to Lease Agreement dated August 29, 2007 between the Registrant and Alexander Properties Company
	10.8.2	*	Addendum 2 dated June 10, 2008 to Lease Agreement dated December 22, 2005 between the Registrant and Alexander Properties Company
	10.9	*	Lease Agreement dated December 1, 1999 between the Registrant and Sonwil Development Group, L.L.C.
	10.9.1	*	Lease Renewal and Modification Agreement dated April 8, 2008 between the Registrant and Sonwil Distribution Center, Inc.
	10.10	*	Lease Agreement dated January 29, 2004 between the Registrant and The Irvine Company
	10.11		2006 Stock Plan
	10.11.1		First Amendment to 2006 Stock Plan
	10.11.2		Amendment to 2006 Stock Plan
	10.12		Form of Stock Option Agreement under 2006 Stock Plan

Exhibit No.			Document
	10.13	*	Amended and Restated 2006 Stock Plan
	10.14	*	Form of Stock Option Agreement under Amended and Restated 2006 Stock Plan
	10.15		Second Amended and Restated Call Option Agreement among Thomas D. Logan and ACAS
	10.16		Employment Agreement dated August 15, 2006 between the Registrant and Thomas D. Logan
	10.16.1		Section 409A Amendment dated December 22, 2008 to Employment Agreement of Thomas D. Logan
	10.16.2		Amendment 2 dated January 1, 2009 to the Employment Agreement dated August 15, 2006 between the Registrant and Thomas D. Logan
	10.17		Employment Agreement dated March 28, 2008 between the Registrant and Jack Pacheco
	10.17.1		Section 409A Amendment dated December 18, 2008 to Employment Agreement of Jack Pacheco
	10.18		Employment Agreement dated January 7, 2008 between the Registrant and Seth Rosen
	10.18.1		Section 409A Amendment dated December 18, 2008 to Employment Agreement of Seth Rosen
	10.19		Employment Agreement dated March 2, 2006 between the Registrant and W. Antony Besso
	10.19.1		Addendum dated November 26, 2007 to Employment Agreement of W. Antony Besso
	10.20	*	Executive Bonus Plan
	21.1	*	Subsidiaries of the Registrant
	23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
	23.2	*	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
	24.1		Power of Attorney (included on signature page)

* To be filed by amendment.

EX-10.1

Exhibit 10.1

Shareholder Loan Agreement

between

AMERICAN CAPITAL STRATEGIES, LTD.
as Lender

and

DOSIMETRY ACQUISITIONS (FRANCE)
as Borrower

2, rue de la Baume
75008 Paris

SHAREHOLDER LOAN AGREEMENT

THIS SHAREHOLDER LOAN AGREEMENT (the “Agreement”) IS DATED 23 SEPTEMBER 2005 AND MADE BETWEEN:

1.	AMERICAN CAPITAL STRATEGIES, LTD., a company incorporated under the laws of Delaware, with registered office at 2 Bethesda Metro Center, 14th Floor, Bethesda, MD 20814 (hereafter the “Lender”); and
2.	DOSIMETRY ACQUISITIONS (FRANCE), a simplified joint stock company (société par actions simplifiée) company incorporated under the laws of France, with registered office at 75, boulevard Haussman — 75008 Paris (France), with registration number 453 885 626 R.C.S Paris, (hereafter the “Borrower”).

WHEREAS:

1.	Pursuant to a credit facility agreement dated 24 June 2002 as amended on 23 June 2004 (the “Credit Facility Agreement”) BNP Paribas and Lyonnaise de Banque have made available to Synodys credit facilities of a principal total maximum amount of EUR 10,300,000.
2.	Pursuant to a letter dated 15 September 2005, BNP Paribas has declared the outstanding principal amount under the Credit Facility Agreement together with the related accrued interest and late interest to be due and payable by Synodys on 30 September 2005 (the “Amount To Be Repaid”).
3.	The Borrower has requested from the Lender, and the Lender has accepted to grant, a term loan in a maximum principal amount not exceeding €6,562,641.48 (the “Shareholder Loan”).

IT IS AGREED AS FOLLOWS:

1.	Definitions
	In this Agreement (including the Recitals), unless a contrary indication appears, capitalized terms and expressions shall have the meaning given to them in the clause or paragraph of the Agreement where they first appear.

2

The following terms and expressions shall have the meaning given to them below.

“Advance”	means the principal amount of each advance made or to be made available under the Shareholder Loan, as reduced from time to time by repayment or prepayment.
“Applicable Interest Rate”	means the rate determined under Clause 4.1 below.
“EURIBOR”	means, for each Advance, the rate per annum of the offered quotation for deposits in the currency of the relevant Advance or unpaid sum for a period equal or comparable to the required period which appears on Telerate Page 248 at or about 11.00 a.m. (Brussels time) two business days before the first day of the relevant Interest Period.
“Interest Period”	means each interest period referred to in Clause 4.3 below.
“Maturity Date”	means the last day of an Interest Period for an Advance.
“Repayment Date”	means the date falling one year after the date of this Agreement.
“Synodys”	means Synodys, a société anonyme à directoire et conseil de surveillance (with a directory board and a supervisory board) incorporated under the laws of France, with registered office at Calès, route d’Eyguières, 13113 Lamanon, France, with registration number 382 192 102 (RCS Tarascon)

2.	Shareholder Loan
2.1.	The Shareholder Loan
	Subject to the terms and conditions of this Agreement, the Lender hereby agrees to make available the Shareholder Loan to the Borrower.

3

2.2.	Purpose
	The Shareholder Loan shall be used by the Borrower to pay the Amount To Be Repaid.
2.3.	Availability
	The Shareholder Loan will be available by way of two Advances denominated in Euro as follows:

(a)	an Advance in an amount of EUR 265,939.00 in aggregate to be made available on the date of this Agreement; and
(b)	an Advance in an amount of EUR 6,296,702.48 in aggregate to be made available on the date first notified by the Borrower to the Lender.

3.	Repayment of the Shareholder Loan
3.1.	Scheduled Repayment

(a)	The Borrower will repay each Advance on its Maturity Date. Any amount repaid may be redrawn.
(b)	On the Repayment Date:

(i)	the Shareholder Loan will expire and the commitment of the Lender under this Agreement will be reduced to zero; and
(ii)	the Borrower will repay or prepay all amounts outstanding and owed by it in relation to the Shareholder Loan.

3.2.	Voluntary Repayments
	The Borrower may voluntarily prepay all or part of the Shareholder Loan at any time without prepayment fee or premium.
3.3.	Common provision
	Any repayment or prepayment under this Agreement must me accompanied by accrued interest on the amount repaid or prepaid.
4.	Interest
4.1.	Interest Rate
	The applicable interest rate on the Shareholder Loan is the aggregate of (i) EURIBOR 3 months and (ii) a rate of 2.00% per annum.

4

4.2.	Calculation
	Interest will accrue daily from and including the first day of drawing of each Advance and be calculated on the basis of a 360 day year.
4.3.	Interest Period
	Interest period shall have a duration of three months.
4.4.	Payment
	Interest shall be compounded in accordance with clause 5.6 below and paid together with the underlying principal.
4.5.	Taux Effectif Global
	For the purpose of articles L.313-4 and L. 313-5 of the French Monetary and Financial Code (Code Monétaire et Financier) and articles L. 313-1 to L. 313-6 of the French Consummation Code (Code de la Consommation), the applicable effective global rate (taux effectif global) amounts to 4.1350 % per annum.
4.6.	Compounding
	Any unpaid interest will be compounded only if, within the meaning of Article 1154 of the Civil Code, such interest is due for a period of at least one year.
5.	Payments
	All payments shall be under this Agreement shall be made:

(a)	in Euro;
(b)	in full without set-off or counterclaim and not subject to any condition and free and clear of and without any deduction or withholding; and
(c)	on a day which is a business day (should a payment occur on a day which is not a business day, such payment shall occur on the immediately succeeding business day).

6.	Invalidity
	If any provision of this Agreement is or becomes prohibited or unenforceable in any jurisdiction, that shall not affect the validity or enforceability of any other provision hereof or the validity or enforceability of such provision in any other jurisdiction.

5

7.	Governing law
	This Agreement shall be governed by and construed in accordance with the laws of France.
8.	Jurisdiction
	The parties irrevocably agree that the Commercial Court of Paris is to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

On the date stated at the beginning of this Agreement in 2 original copies

The Lender	The Borrower
AMERICAN CAPITAL STRATEGIES, LTD.,	DOSIMETRY ACQUISITIONS (FRANCE)
/s/ Todd Wilson	/s/ Robert Klein
By: Todd Wilson	By: Robert Klein
Duly authorized thereto	Duly authorized thereto

6

SYNODYS
Société anonyme à directoire et conseil de surveillance
Au capital de 3.476.070 euros
Siège social : Lieu-dit Calès
13 113 Lamanon
382 192 102 RCS Tarascon

PROCÈS-VERBAL DES DÉLIBÉRATIONS
DU CONSEIL DE SURVEILLANCE
DU 22 SEPTEMBRE 2005

L’an deux mil cinq,
Le vingt-deux septembre,
A 6 heures,

Les membres du conseil de surveillance (le «Conseil»)>) de la société Synodys (la «Société») se sont réunis en conseili sur convocation du président du Conseil (le «Président»).

Sont présents :

• Monsieur Robert Klein, Président du Conseil,

• Monsieur Todd Wilson,

• Monsieur Brian Graff

La séance est ouverte sous la présidence de Monsieur Robert Klein.

Monsieur Todd Wilson assure les fonctions de secrétaire de séance.

Le Président constate que plus de la moitié des membres du Conseil étant presents, celui-ci peut valablement déliberer.

Le Président rappelle que l’ordre du jour est le suivant :

1.	Conclusion d’un accord transactionnel avec Monsieur Philippe Destenbert; et
2.	Questions diverses

1.

Conclusion d’un accord transactionnel avec Monsieur Philippe Destenbert

Le Président rappelle que lors de la réunion du Conseil en date du 21 septembre 2005, et en raison des divergences de vue majeures entre le Conseil de Surveillance et Monsieur Philippe Destenbert sur la stratégie et la conduite des affaires de la Société, le Conseil, après avoir mis Monsieur Philippe Destenbert en mesure de présenter préalablement ses observations, a décidé, à l’unanimité, de mettre fin aux fonctions de Monsieur Philippe Destenbert de Président et membre du Directoire de la Société.

	Le Président rappelle que lors de la réunion Monsieur Philippe Destenbert a contesté les circonstances de cette cessation. Eu égard à ce risque, et après avoir en délibéré, le Conseil de Surveillance, à l’unanimité, a donné a son Président mandat de trouver un accord transactionnel avec Monsieur Philippe Destenbert.
	Le Président expose ensuite que des discussions ont eu lieu entre lui et Monsieur Philippe Destenbert et son conseil depuis ladite réunion du Conseil et qu’un projet d’accord transactionnel a été établi.
	Le Président présente les termes de ce projet d’accord transactionnel et les raisons pour lesquelles it pense que ce projet est conforme aux intérêts de la Société.
	Après en avoir délibéré, et connaissance prise du projet d’accord transactionnel entre la Société et Monsieur Philippe Destenbert, le Conseil décide, à l’unanimité, d’autoriser les termes et la conclusion dudit accord transactionnel.
2.	Questions diverses
	Plus rien n’étant a l’ordre du jour, la séance est levée.

* * *

II a été dressé le présent procès-verbal qui, après lecture, a été signé par le Président, et tous les personnes présentes.

/s/ Robert Klein	/s/ Todd Wilson
Robert Klein	Todd Wilson
Président	Membre du Conseil
/s/ Brian Graff
Brian Graff
Membre du Conseil

2

SYNODYS
Société anonyme à directoire et conseil de surveillance
Au capital de 3.476.070 euros
Siège social : Lieu-dit “Calès” Route d’Eyguieres
13 113 Lamanon
382 192 102 RCS Tarascon

Feuille de présence à la réunion du Conseil de Surveillance

en date du 22 septembre 2005

Membre du conseil	Représentant	Signature
Monsieur Rob Klein		/s/ Robert Klein
Monsieur Todd Wilson		/s/ Todd Wilson
Monsieur Brian Graff	Monsieur Todd Wilson	/s/ Todd Wilson

3

SYNODYS
Sociétés Anonyme à Directoire et Conseil de Surveillance
au capital de 3.476.070 euros
Siège social: Lieudit “Calès” Route d’Eyguières — 13113 Lamanon
382 192 102 RCS Tarascon

Monsieur Philippe Destenbert
Chemin du Cros
13510 Eguilles

Le 16 septembre 2005

Objet : Convocation au Conseil de Surveillance en date du 21 septembre 2005

Monsieur,

Nous avons l’honneur de vous convoquer à la réunion du Conseil de Surveillance de la Société qui se tiendra dans les bureaux de European Capital (ECAS) au 55 avenue Hoche, 75008 Paris, le mercredi 21 septembre 2005 à 10 heures, à l’effet de délibérer sur l’ordre du jour suivant :

1.	Questions relatives à la direction de la Société — Révocation et remplacement de Monsieur Philippe Destenbert de ses fonctions de président et membre du directoire de la Société ;
2.	Questions diverses.

Nous espérons votre présence et vous prions d’agréer, Monsieur, l’expression de nos sentiments distingués.

/s/ Robert Klein  

Le Président du Conseil de Surveillance 

Robert Klein 

Monsieur Barthélémy VIVES
Les Lieutauds
3119, Route d’Alleins
13560 SENAS

Lettre remise en mains propres contre décharge

Cher Monsieur,

Lamanon, le 29 septembre 2005

Pour faire suite à nos récents entretiens, jai le plaisir de vous confirmer par la présente les termes de notre accord.

Le Conseil de Surveillance de la société a été convoqué le 29 septembre 2005 à 1’effet de nommer le nouveau Président de la société, en remplacement de Monsieur Destenbert.

Dans I’hypothèse où vous soyez nommé et où vous acceptiez ce mandat, nous vows confirmons que votre contrat de travail actuellement en vigueur sera suspendu pour la durée de votre mandat et reprendra plein effet dans toutes ses dispositions en cas de démission de votre part ou de révocation a l’initiative de la société.

Les termes de votre contrat et en particulier de l’avenant régularisé le 17 juillet 2003, vous octroyant un préavis augmenté de 6 mois et une indemnité de licenciement augmentée de 6 mois en cas de licenciement économique et de 12 mois dans les autres cas, en sus des indemnités prévues à cet égard par la convention collective de la métallurgie, reprendront leur plein effet.

La durée de votre ancienneté retenue pour le calcul de vos droits comprendra la durée de votre emploi salarié majorée de la durée de votre mandat.

Nous vous prions d’agréer, Cher Monsieur, l’expression de nos sinceres salutations,

/s/ Robert Klein Rob Klein
Président du Conseil de Surveillance

société anonyme à directoire et conseil de surveillance
au capital de 3 476 070 €
RCS : Tarascon B 382 192 102, Siret : 382 192 102 00020
N° intracommunautaire : FR 40 382 192 102 Lieu-dit Calès
BP 1, FR-13113 Lamanon

Tel. +33(0)4 90 59 59 59
Fax +33(0)4 90 59 55 18
www.synodys.com

MGP INSTRUMENTS SA
Société anonyme à conseil d’administration
Au capital de 2.025.000 euros
Siège social : Lieu-dit “Calès”
13 113 Lamanon
303 375 406 RCS Tarascon

Synodys
Lieu-dit “Calès” Route d’Eyguières
13 113 Lamanon

Le 23 septembre 2005

Objet : Convocation à l’Assemblée Générale Ordinaire des actionnaires en date du 29 septembre 2005

Monsieur,

Compte tenu de la démission de Monsieur Philippe Destenbert de ses fonctions de membres et président du conseil d’administration de la société en date de ce jour et de ce que le nombre d’administrateurs de la Société est devenu inférieur au minimum légal, nous avons l’honneur, conformément à l’article L.225-24 du Code de commerce, de convoquer une Assemblée Générale Ordinaire des actionnaires de la Société en vue de compléter l’effectif du Conseil d’administration.

Compte tenu de l’urgence, cette assemblée se tiendra au siège social le jeudi 29 septembre 2005 à           , à l’effet de délibérer sur l’ordre du jour suivant :

• Renouvellement des membres du Conseil d’Administration,

• Questions diverses,

• Pouvoirs pour les formalités.

Une formule de procuration ou de vote par correspondance sera remise ou adressée à tout actionnaire qui en fera la demande par lettre recommandée avec accusé de réception à la Société.

Nous vous prions d’agréer, Monsieur, l’expression de nos sentiments distingués.

/s/ Barthelemy Vives Monsieur Barthélémy Vives	/s/ Robert Klein Synodys
Administrateur	Administrateur
	Représentée par Monsieur Robert Klein

6

REGISTRE DU COMMERCE ET DES SOCIETES

DECLARATION DE NON CONDAMNATION
et
ATTESTATION DE FILIATION
EN APPLICATION DE L’ARTICLE 17 DE L’ARRETE
DU 9 FEVRIER 1988

Je soussigné (e) : Antony Besso

Né (e) le : 26/10/1969

A: Montréal, Québec, Canada

de (prénoms et nom du pere): Marc Joseph Besso

et de (prénoms et nom de jeune fille de la mère): Francis Joyce Seaman

demeurant: 46 avenue Niel, Paris, France, 75017

Déclare sur l’honneur, conformément à l’article 17 de l’arrêté du 9 février 1988 pris à la suite du décret n° 84-406 du 30 mai 1984, relatif au registre du commerce et des sociétés, n’avoir fait l’objet d’aucune condamnation pénale ni de sanction civile ou administrative de nature a m’interdire — soit d’exercer une activité commerciale — soit de gérer, d’administrer ou de diriger une personne morale.

Fait à Paris

Le 22, septembre 2005

Signature:  /s/ Antony Besso  

Rappel: Article L. 123-5 du Code de commerce

(Ordonnance n°2000-9I6 du 19 septembre 2000 art. 3 Journal Officiel du 22 septembre 2000 en vigueur le ler janvier 2002)

Le fait de donner, de mauvaise foi, des indications inexactes ou incompletes en vue dune immatriculation, d’une radiation ou d’une mention complémentaire ou rectificative au registre du commerce et des sociétés est puni d’une amende de 4500 euros et d’un emprisonnement de six mois.

Les dispositions des deuxième et troisième alinéas de l’article L. 123-4 sont applicables dans les cas prévus au présent article.

Monsieur Antony Besso
46, avenue Niel
75017 Paris
France

Synodys
Lieu-dit “Calès” Route d’Eyguières
13 113 Lamanon
Le 23 septembre 2005

A l’attention de Monsieur le Président du
Conseil de Surveillance

Le 21 septembre 2005

Monsieur le Président,

Je vous confirme par la présente accepter, par avance, les fonctions de membre du Directoire dans l’hypothèse le Conseil de Surveillance en date de ce jour viendrait à me nommer.

Par ailleurs, je vous confirme ne faire l’objet d’aucune incompatibilité, interdiction et déchéance de nature à m’interdire l’exercice de ces fonctions.

Je vous précise ci-après mon état civil : marié

Nom : Antony Besso
Date et lieu de naissance : 26/19/1969, Montréal, Québec, Canada
Nationalité : Canadienne
Adresse : 46, avenue Niel, Paris, 75017

Je vous prie d’agréer, Monsieur le Président, l’expression de mes sentiments distingués.

/s/ Antony Besso Antony Besso

EX-10.1.1

Exhibit 10.1.1

     AMENDMENT NO. 1 TO THE SHAREHOLDER LOAN AGREEMENT

          THIS AMENDMENT NO. 1 TO THE SHAREHOLDER LOAN AGREEMENT, dated as of November 14, 2005 (this “Amendment”), is by and among American Capital Strategies, Ltd., a Delaware corporation, (the “Lender”) and Dosimetry Acquisitions (France) SAS, a Société par Actions Simplifiée under the laws of the Republic of France (the “Borrower”). Capitalized terms used and not defined elsewhere in this Amendment shall have the meanings assigned to such terms in the Agreement (as defined below).

          WHEREAS, the Lender and the Borrower are parties to a Shareholder Loan Agreement dated as of September 23, 2005 (the “Agreement”); and

          WHEREAS, the parties hereto agree and hereby do wish to amend the Agreement by making the changes set forth herein.

          NOW, THEREFORE, BE IT RESOLVED that the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

          Section 4.3 of the Agreement is hereby amended in its entirety as follows:

          Interest shall be payable on the first day of December, March, June and September of each year.

          IN WITNESS WHEREOF, the undersigned have executed this Amendment or caused this Amendment to be duly executed by their officers thereunto duly authorized as of the day and year first above written.

The Borrower DOSIMETRY ACQUISITIONS (FRANCE) SAS
By:	/s/ Robert Klein
	Name:	Robert Klein
	Duly authorized thereto
The Lender AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Duly authorized thereto

EX-10.1.2

Exhibit 10.1.2

AMENDMENT NO. 2
TO THE
SHAREHOLDER LOAN AGREEMENT

          THIS AMENDMENT NO. 2 TO THE SHAREHOLDER LOAN AGREEMENT (this “Amendment”), dated as of September 13, 2006, is entered into by and among AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (together with its transferees, the “Lender”) and DOSIMETRY ACQUISITIONS (FRANCE) SAS, a simplified joint stock company (société par actions simplifiée) incorporated under the laws of France, with a registered office at Cales — 13113 Lamanon (France), with registration number 453 885 626 R.C.S. Tarascon (the “Borrower”). Capitalized terms used herein without definition shall have the meanings assigned thereto in the Loan Agreement (as defined below).

WITNESSETH:

          WHEREAS, the Lender and Borrower are party to a Shareholder Loan Agreement, dated as of September 23, 2005, as amended by Amendment No. 1, dated as of November 14, 2005 (the “Loan Agreement”); and

          WHEREAS, the parties hereto agree and hereby do wish to amend the Loan Agreement by making the changes set forth herein.

          NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto, and of the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby covenant and agree as follows:

1. Amendments. The Loan Agreement is hereby amended as follows:

     (a) The following definition set forth in Section 1 of the Loan Agreement is hereby amended and restated in its entirety:

     “ “Repayment Date” means the date falling three years after the date of this Agreement (i.e. September 23, 2008).”

2. Effect on the Loan Agreement.

     (a) Except as specifically amended herein, the Loan Agreement, and all other documents and instruments delivered pursuant to or in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

     (b) Except as specifically referenced herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or

remedy of the Lender, nor constitute a waiver of any provision of the Loan Agreement or any documents and instruments delivered pursuant to or in connection therewith.

3. Governing Law. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of France.

4. Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Amendment, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment.

5. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

6. Counterparts. This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

[Remainder of this page intentionally left blank]

2

          IN WITNESS WHEREOF, the parties have caused this Amendment to be executed, by their duly authorized officers or agents where applicable, as of the same day and year first above written.

DOSIMETRY ACQUISITIONS (FRANCE) SAS
By:	Dosimetry Acquisitions, Inc.,
	its President
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Authorized Signatory
AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Authorized Signatory

[SIGNATURE PAGE TO AMENDMENT TO THE DOSIMETRY SHAREHOLDER LOAN AGREEMENT]

EX-10.1.3

Exhibit 10.1.3

Third Amendment to the
Shareholder Loan Agreement

between

AMERICAN CAPITAL STRATEGIES, LTD.
as Lender

and

DOSIMETRY ACQUISITIONS (FRANCE)
as Borrower

THIRD AMENDMENT TO THE SHAREHOLDER LOAN AGREEMENT

THIS THIRD AMENDMENT TO THE SHAREHOLDER LOAN AGREEMENT IS DATED THE 14 ^TH OF MAY 2008 AND MADE BETWEEN:

1.	AMERICAN CAPITAL STRATEGIES, LTD., a company incorporated under the laws of Delaware, with registered office at 2 Bethesda Metro Center, 14th Floor, Bethesda, MD 20814 (hereafter the “Lender”); and
2.	DOSIMETRY ACQUISITIONS (FRANCE), a simplified joint stock company (société par actions simplifiée) company incorporated under the laws of France, with registered office at Lieu-dit “Calès”, 13 113 Lamanon (France), with registration number 453 885 626 R.C.S Tarascon, (hereafter the “Borrower”).

WHEREAS:

1.	Lender and Borrower are party to a shareholder loan agreement dated 23 September 2005 which was later amended on 14 November 2005 and 13 September 2006 (the “Initial Loan Agreement”).
2.	Lender and Borrower have agreed to extend the maturity date of the Initial Loan Agreement and in this context have agreed to enter into this third amendment agreement (the “Agreement”).

IT IS AGREED as follows:

1.	Definitions
	In this Agreement (including the above recitals), all capitalized terms and expressions not otherwise defined herein shall have the meaning ascribed to them in the Initial Loan Agreement.
2.	Amendment to the Initial Loan Agreement
	The Parties hereby agree to amend the definition of “Repayment Date” in Article 1 (Definitions) of the Initial Loan Agreement as follows:
	“ “Repayment Date” means 14 October 2010”.
3.	Other provisions of the Initial Loan Agreement
	Any and all other provisions of the Initial Loan Agreement shall remain in full force and effect.

2

4.	Governing law
	This Agreement shall be governed by and construed in accordance with the laws of France.
5.	Jurisdiction
	The parties irrevocably agree that the Commercial Court of Paris is to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

On the date stated at the beginning of this Agreement in (2) original copies

The Lender AMERICAN CAPITAL STRATEGIES, LTD.	The Borrower DOSIMETRY ACQUISITIONS (FRANCE)
/s/ Robert Klein	/s/ Robert Klein
By: Robert Klein	By: Robert Klein
Duly authorized thereto	Duly authorized thereto

3

EX-10.1.4

Exhibit 10.1.4

Execution Version

FOURTH AMENDMENT TO SHAREHOLDER LOAN AGREEMENT

THIS FOURTH AMENDMENT TO THE SHAREHOLDER LOAN AGREEMENT IS DATED THE 20^th DAY OF JULY, 2009 AND MADE BETWEEN:

1.	AMERICAN CAPITAL, LTD., a company incorporated under the laws of Delaware, with registered office at 2 Bethesda Metro Center, 14th Floor, Bethesda, MD 20814 (hereafter the “Lender”); and
2.	DOSIMETRY ACQUISITIONS (FRANCE), a simplified joint stock company (societé par actions simplifiée) company incorporated under the laws of France, with registered office at Lieu-dit “Calès”, 13113 Lamanon (France), with registration number 453 885 626 R.C.S. Tarascon, (hereafter the “Borrower”).

WHEREAS:

1.	Lender and Borrower are party to a Shareholder Loan Agreement dated 23 September 2005, which has been amended (the “Initial Loan Agreement”).
2.	Lender and Borrower have agreed to extend the maturity date of the Initial Loan Agreement and in this context have agreed to enter into this Fourth Amendment to the Shareholder Loan Agreement (the “Agreement”).

IT IS AGREED AS FOLLOWS:

1.	Definitions.
	In this Agreement (including the above recitals), all capitalized terms and expressions not otherwise defined herein shall have the meaning ascribed to them in the Initial Loan Agreement.

2.	Amendment to the Initial Loan Agreement
	The Parties hereby agree to amend the definition of “Repayment Date” in Article 1 (Definitions) of the Initial Loan Agreement as follows:

                    “ “Repayment Date” means 30 June 2011.”

3. Other Provisions of the Initial Loan Agreement

Any and all other provisions of the Initial Loan Agreement shall remain in full force and effect.

4.	Governing Law
	This Agreement shall be governed by and construed in accordance with the laws of France.

5.	Jurisdiction
	The parties irrevocably agree that the Commercial Court of Paris is to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

     On the date stated at the beginning of this Agreement, in two (2) original copies

LENDER:	BORROWER:
American Capital, Ltd.	Dosimetry Acquisitions (France)
/s/ Robert Klein By: Robert Klein	/s/ Thomas D. Logan By: Thomas D. Logan
Duly Authorized thereto	Duly Authorized thereto

[Signature Page to DAF Amendment]

EX-10.2

Exhibit 10.2

EXECUTION COPY

Revolving Loan Facility

Senior Term Notes

Senior Subordinated Notes

Junior Subordinated Notes

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

MGP INSTRUMENTS, INC.

AS BORROWER,

DOSIMETRY ACQUISITIONS (U.S.), INC.

AS GUARANTOR,

AMERICAN CAPITAL FINANCIAL SERVICES, INC.

AS AGENT

and

THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO

June 23, 2004

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS		2
1.1	Certain Definitions		2
1.2	Accounting Principles		16
1.3	Other Definitional Provisions; Construction		17
ARTICLE 2	ESTABLISHMENT OF REVOLVING LOAN FACILITY AND ISSUE AND SALE OF NOTES		17
2.1	Senior Term Loans		17
2.2	Subordinated Notes		17
2.3	Revolving Loans		17
2.4	Sale and Purchase		18
2.5	The Closing		18
ARTICLE 3	REPAYMENT OF THE REVOLVING LOANS, THE SENIOR TERM LOANS AND THE SUBORDINATED NOTES		19
3.1	Interest Rates and Interest Payments		19
3.2	Repayment of Senior Term Notes		20
3.3	Repayment of Subordinated Notes		20
3.4	Repayment of Revolving Loans		21
3.5	Optional Prepayment of Notes		21
3.6	Notice of Optional Prepayment		21
3.7	Mandatory Prepayment		22
3.8	Home Office Payment		22
3.9	Taxes		22
3.10	Maximum Lawful Rate		23
3.11	Break Funding Payments		23
3.12	Capital Adequacy		23
3.13	Certain Waivers		24
ARTICLE 4	CONDITIONS		24
4.1	Conditions to the Senior Term Loan B, Revolving Loan and Purchase of Subordinated Notes		24
4.2	Conditions Precedent to each Revolving Loan		27
4.3	Waiver		28
ARTICLE 5	REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES		28
5.1	Representations and Warranties of Loan Parties		28
5.2	Absolute Reliance on the Representations and Warranties		34
ARTICLE 6	TRANSFER OF SECURITIES		34
6.1	Restricted Securities		34
6.2	Legends; Purchaser’s Representations		34
6.3	Transfer of Notes		35

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TABLE OF CONTENTS
(continued)

		Page
6.4	Replacement of Lost Securities		35
6.5	No Other Representations Affected		35
ARTICLE 7	COVENANTS		35
7.1	Affirmative Covenants		35
7.2	Negative Covenants		40
7.3	Financial Covenants		44
ARTICLE 8	EVENTS OF DEFAULT		45
8.1	Events of Default		45
8.2	Consequences of Event of Default		47
ARTICLE 9	THE AGENT		47
9.1	Authorization and Action		47
9.2	Delegation of Duties		48
9.3	Exculpatory Provisions		48
9.4	Reliance		48
9.5	Non-Reliance on Agent and Other Purchasers		48
9.6	Agent in its Individual Capacity		49
9.7	Successor Agent		49
9.8	Collections and Disbursements		49
9.9	Reporting		50
9.10	Consent of Purchasers		50
9.11	This Article Not Applicable to Loan Parties		51
ARTICLE 10	PUT OPTION AND UNLOCKING RIGHTS		51
10.1	Grant of Option		51
10.2	Put Price		51
10.3	Exercise of Put Option		51
10.4	Certain Remedies		52
10.5	Put Option Closing		52
10.6	Unlocking Rights		52
ARTICLE 11	PURCHASE RIGHTS		53
11.1	Limited Preemptive Rights		53
11.2	Termination		53
ARTICLE 12	REGISTRATION RIGHTS		53
12.1	Piggyback Registrations		53
12.2	Demand Registration Rights		55
12.3	S-3 Demand Registration Rights		55
12.4	Holdback Agreements		56
12.5	Registration Procedures		56
12.6	Registration Expenses		58
12.7	Indemnification		59
12.8	Participation in Underwritten Registrations		60

TABLE OF CONTENTS
(continued)

		Page
ARTICLE 13	SUBORDINATION OF NOTES		60
13.1	General		60
13.2	Default in Respect of Senior Notes		60
13.3	Default in Respect of Senior Subordinated Notes		61
13.4	Insolvency, etc		63
13.5	Limited Suspension of Remedies of Holders of Subordinated Notes		64
13.6	Proof of Claim		64
13.7	Acceleration of Subordinated Notes		64
13.8	Turnover of Payments		65
13.9	Obligations Not Impaired		66
13.10	Payment of Debt; Subrogation		66
13.11	Reliance of Holders of Senior Notes; Reliance of Holders of Senior Subordinated Notes; Amendments		66
ARTICLE 14	GUARANTEE		67
14.1	Guaranty		67
14.2	Guaranty Absolute and Unconditional		68
14.3	Waivers		69
14.4	Reliance		69
14.5	Waiver of Subrogation and Contribution Rights		69
14.6	Default; Remedies		69
14.7	Irrevocability		70
14.8	Setoff		70
14.9	No Marshalling		70
14.10	Collateral		70
14.11	Waiver of Consequential Damages		70
ARTICLE 15	MISCELLANEOUS		71
15.1	Successors and Assigns		71
15.2	Modifications and Amendments		71
15.3	No Implied Waivers; Cumulative Remedies; Writing Required		71
15.4	Reimbursement of Expenses		71
15.5	Holidays		71
15.6	Notices		71
15.7	Survival		73
15.8	Governing Law		73
15.9	Jurisdiction, Consent to Service of Process		73
15.10	Jury Trial Waiver		74
15.11	Severability		74
15.12	Headings		74
15.13	Indemnity		74
15.14	Environmental Indemnity		75
15.15	Counterparts		75
15.16	Integration		76
15.17	Federal Income Tax Treatment		76

TABLE OF CONTENTS
(continued)

	Page
SIGNATURE PAGE TO NOTE AND EQUITY PURCHASE AGREEMENT		76
ANNEX A INFORMATION RELATING TO PURCHASERS		80
ANNEX B		81
SCHEDULES		85
EXHIBITS		86

NOTE AND EQUITY PURCHASE AGREEMENT

$24,944,400 Aggregate Principal Amount of Senior Term B Notes Due June 23, 2010

$12,238,000 Aggregate Principal Amount of Senior Subordinated Notes Due June 23, 2011

$4,867,200 Aggregate Principal Amount of Junior Subordinated Notes Due June 23, 2011

$8,213,400 Revolving Loan Facility

          THIS NOTE AND EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of June 23, 2004, is by and among MGP INSTRUMENTS, INC., a Delaware corporation (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), INC., a Delaware corporation (“Topco”), as Guarantor as provided herein, the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.

RECITALS

A. Pursuant to a Stock Purchase and Exchange Agreement (the “Stock Purchase Agreement”), dated March 22, 2004, as amended and restated on June 16, 2004, by and between Topco and certain stockholders (collectively, “Sellers”) of Synodys SA, a société anonyme existing under the laws of the Republic of France (“Synodys”), Topco and its wholly-owned Subsidiary, Dosimetry Acquisitions (France) SAS, a société par actions simplifiée (“Holdco”), have, concurrent herewith, acquired by purchase from Sellers all of the issued and outstanding capital stock of Synodys (the “Acquisition”).

B. Pursuant to a Subscription Agreement, dated March 8, 2004, as amended and restated on June 16, 2004 (the “Subscription Agreement”), ACAS has purchased shares of common stock, par value $.001 per share, of Topco (the “Common Stock”), Series A Redeemable PIK Preferred Stock, par vale $.001 per share, of Topco (the “Preferred Stock”), and warrants to purchase shares of Common Stock (the “Company Warrants”), and in order to induce ACAS to purchase such Common Stock, Preferred Stock and Company Warrants, Topco has agreed to grant ACAS certain rights set forth herein.

C. The Loan Parties have proposed selling Notes to Purchaser in the aggregate amount of $41,979,600 for the purpose of financing the Acquisition.

D. The Loan Parties also propose to enter into a revolving credit facility with the Purchaser in the amount of $8,213,400 for the purpose of financing the Acquisition and providing working capital.

E. As an inducement for Purchasers to purchase the Notes, Topco has agreed to guaranty the obligations of the Loan Parties.

          NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

ARTICLE 1
DEFINITIONS

          1.1 Certain Definitions. In addition to other words and terms defined elsewhere in this Agreement, the following words and terms shall have the meanings set forth below (and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

          “ACAS” shall mean American Capital Strategies, Ltd., a Delaware corporation.

          “ACFS” shall have the meaning assigned to such term in the preamble hereto.

          “Affiliate” shall mean with respect to any Person, any other Person that is directly or indirectly controlling, controlled by or under common control with such Person or entity or any of its Subsidiaries, and the term “control” (including the terms “controlled by” and “under common control with”) means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise. Without limiting the foregoing, the ownership of ten percent (10%) or more of the voting securities of a Person shall be deemed to constitute control. Notwithstanding anything to the contrary herein, neither Purchasers nor any of their respective Affiliates shall be deemed to be Affiliates of the Loan Parties by virtue of the transactions contemplated in this Agreement.

          “Acquisition” shall have the meaning assigned to such term in the Recitals hereto.

          “Agent” shall have the meaning assigned to such term in the preamble hereto and any successor agent provided for hereunder.

          “Agreement” shall mean this Note and Equity Purchase Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

          “Appraised Value” shall mean the fair market value of a security on a control premium basis without discount for limitations on voting rights, minority interests, illiquidity or restrictions on transfer, as determined by an appraisal performed at the expense of Topco by any of (x) Houlihan, Lokey, Howard & Zukin, (y) Duff & Phelps or (z) Willamette Management Associates, or any successor to such firms, as Topco shall elect; provided that such appraiser shall be directed to determine the value of such securities as soon as practicable, but in no event later than thirty (30) days from the date of its selection and for such purposes all rights, options and warrants to subscribe for or purchase, and other securities convertible into or exchangeable for Common Stock of Topco shall be deemed to be exercised, exchanged or converted, and the Underlying Common Stock of Topco shall be deemed outstanding.

          “BNP Agreement” shall mean that Convention de prêt of June 24, 2002 pour MGP Finance co-arrangée par BNP Paribas & Lyonnaise de Banque, as amended on the date hereof.

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          “Business” shall mean the principal business of the Synodys Companies as set forth in Section 5.1(b) herein and as such shall continue to be conducted following the purchase and sale of the Securities.

          “Business Day” shall mean any day other than a Saturday, Sunday or other day on which banking institutions in New York or Maryland are authorized or required by law to close.

          “By-laws” shall mean the by-laws, partnership agreement, operating agreement or analogous instrument governing the operations of each of the Synodys Companies, as applicable, including all amendments and supplements thereto.

          “Capital Expenditures” shall mean for any period of determination the sum of capital expenditures and payments under Capitalized Leases of the Synodys Companies for such period determined and consolidated in accordance with GAAP.

          “Capitalized Leases” shall mean, with respect to any Person, leases of (or other agreements conveying the right to use) any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP (as defined in Section 1.2 hereof), either would be required to be classified and accounted for as capital leases on a balance sheet of such Person or otherwise be disclosed as such in a note to such balance sheet.

          “Cash Flow Prepayments” shall have the meaning assigning to such term in Section 3.6(b) hereof.

          “CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604, et seq.), as amended, and rules, regulations, standards, guidelines and publications issued thereunder.

          “Change of Control” shall mean the occurrence of any of the following:

          (a) any transaction or series of related transactions resulting in the sale or issuance of securities or any rights to securities of Topco by Topco representing in the aggregate more than fifty percent (50%) of its issued and outstanding voting securities, on a fully diluted basis, or any transaction or series of related transactions resulting in the sale, transfer, assignment or other conveyance or disposition of any securities or any rights to securities of Topco by any holder or holders thereof representing in the aggregate more than 50% of the issued and outstanding voting securities of Topco on a fully diluted basis and the receipt of any consideration in connection therewith;

          (b) a merger, consolidation, reorganization, recapitalization or share exchange (whether or not Topco is the surviving and continuing corporation) in which the stockholders of Topco immediately prior to such transaction own, as a result of and receive in exchange for securities of Topco owned by them (whether alone or together with cash, property or other securities), or the issuance by Topco of securities to stockholders of another Person or Persons in such transactions, cash, property or securities of the resulting or surviving entity and as a result thereof Persons who were holders of voting securities of Topco and Underlying Common Stock hold less than 50% of the capital stock, calculated on a Fully Diluted Basis, of the resulting corporation entitled to vote in the election of directors;

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          (c) a sale, transfer or other disposition of 30% or more of the assets of the Synodys Companies, on a consolidated basis;

          (d) any sale or issuance or series of sales or issuances of the Common Stock or any other voting security (or security convertible into, exchangeable for, or exercisable for any other voting security) of Topco within a 12-month period that results in a transfer of more than 50% of the issued and outstanding shares of voting stock of Topco or a transfer of more than 50% of the voting power of Topco; and

          (e) the initial public offer of securities by Topco other than an offering of securities for an employee benefit plan on SEC Form S-8 or a successor form.

          “Charter Documents” shall mean the Articles of Incorporation, Certificate of Incorporation, certificate of limited partnership, certificate of limited liability company, charter or analogous organic instrument filed with the appropriate Governmental Authorities of each of the Synodys Companies, as applicable, including all amendments and supplements thereto.

          “Closing” shall mean the closing of the purchase and sale of the Notes pursuant to this Agreement.

          “Closing Date” shall have the meaning assigned to such term in Section 2.4 hereof.

          “Code” shall mean the Internal Revenue Code of 1986, as amended.

          “Collateral Access Agreement” shall mean an agreement in form and substance reasonably satisfactory to the Agent pursuant to which a mortgagee or lessor of real property on which collateral is stored or otherwise located, or a warehouseman, processor or other bailee of Inventory, acknowledges the Liens of the Agent and waives any Liens held by such Person on such property and, in the case of any such agreement with a mortgagee or lessor, permits the Agent access to and use of such real property for a reasonable amount of time following the occurrence and during the continuance of an Event of Default to assemble, complete and sell any collateral stored or otherwise located thereon.

          “Common Stock” shall have the meaning ascribed thereto in the Recitals.

          “Company Warrants” shall have the meaning set forth in the Recitals hereto.

          “Condition” shall mean any condition that results in or otherwise relates to any Environmental Liabilities.

          “Controlled Group” shall mean the “controlled group of corporations” as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended, of which the Synodys Companies are a part from time to time.

          “Copyright Licenses” shall mean any agreement, whether written or oral, providing for the grant by or to any Synodys Company of any right to use any Copyright.

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          “Copyrights” shall mean all copyrights in published and unpublished works, and all applications, registrations and renewals relating thereto.

          “Covered Taxes” shall have the meaning assigned to such term in Section 3.8 hereof.

          “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement to which any of the Synodys Companies is a party.

          “Debt to EBITDA Ratio” shall mean the ratio of (i) Indebtedness of the Synodys Companies, on a consolidated basis, as of a particular date, to (ii) the EBITDA for the twelve months ending on such date.

          “Default” shall mean any event or condition that, but for the giving of notice or the lapse of time, or both, would constitute an Event of Default.

          “Demand Registration” shall have meaning assigned to such term in Section 12.2(a) hereof.

          “EBITDA” shall mean for any measurement period, without duplication, the total of the following for the Synodys Companies on a consolidated basis, each calculated for such period: Net Income plus interest expense, plus taxes based on income, plus depreciation, amortization and Management Fees, as adjusted by the Board of Directors of Topco for non-recurring charges.

          “Environmental Laws” shall mean any Laws that address, are related to or are otherwise concerned with environmental, health or safety issues, including any Laws relating to any emissions, releases or discharges of Pollutants into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, clean-up or control of Pollutants or any exposure or impact on worker health and safety.

          “Environmental Liabilities” shall mean any obligations or liabilities (including any claims, suits or other assertions of obligations or liabilities) that are:

          (a) related to environmental, health or safety issues (including on-site or off-site contamination by Pollutants of surface or subsurface soil or water, and occupational safety and health); and

          (b) based upon or related to (i) any provision of past, present or future United States or foreign Environmental Law (including CERCLA and RCRA) or common law, or (ii) any judgment, order, writ, decree, permit or injunction imposed by any court, administrative agency, tribunal or otherwise.

          The term “Environmental Liabilities” includes: (i) fines, penalties, judgments, awards, settlements, losses, damages (including foreseeable and unforeseeable consequential damages), costs, fees (including attorneys’ and consultants’ fees), expenses and disbursements; (ii)

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defense and other responses to any administrative or judicial action (including claims, notice letters, complaints, and other assertions of liability); and (iii) financial responsibility for (1) cleanup costs and injunctive relief, including any Removal, Remedial or other Response actions, and natural resource damages, and (2) any other compliance or remedial measures.

          “EPA” shall mean the United States Environmental Protection Agency and any governmental body or agency succeeding to the functions thereof.

          “Equity Origination Fee” shall mean a fee of $871,229 to be paid by the Loan Parties to Purchaser or its designee in consideration of the transactions in the Subscription Agreement.

          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may from time to time be amended, and the rules and regulations of any governmental agency or authority, as from time to time in effect, promulgated thereunder.

          “Event of Default” shall mean any of the events of default described in Section 8.1 hereof.

          “Excess Cash Flow” shall mean for any period, on a consolidated basis, calculated in accordance with GAAP: (a) EBITDA for such period, minus (b) the sum of (i) Capital Expenditures made by the Synodys Companies during such period in cash; (ii) scheduled principal payments made by the Synodys Companies with respect to Indebtedness; (iii) amounts paid in cash by the Synodys Companies during such period for income taxes and interest; (iv) net changes in working capital of the Synodys Companies and (v) amounts paid in cash by the Synodys Companies during such period with respect to any Capitalized Leases.

          “Fair Market Value” of a security shall mean (i) if determined in connection with a sale of substantially all of the assets of or securities issued by Topco to an unrelated third party, the value to be realized by the holder of the security as a result thereof, (ii) otherwise, if available, the Market Price thereof, and (iii) otherwise, if Market Price is not available, the Appraised Value.

          “Financial Projections” shall have the meaning assigned to such term in Section 5.1(c)(ii) hereof.

          “Financial Statements” shall have the meaning assigned to such term in Section 5.1(c)(i) hereof.

          “Financing Statements” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “Fiscal Year” or “fiscal year” shall mean each twelve month period ending on June 30 of each year.

          “Fixed Charge Coverage Ratio” shall mean for any fiscal quarter, the ratio of EBITDA of the Synodys Companies less Capital Expenditures on a consolidated basis during such fiscal quarter to the Fixed Charges during such fiscal quarter.

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          “Fixed Charges” shall mean, for any period, and each calculated for such period (without duplication) on a consolidated basis, the sum of (a) cash interest expense of the Synodys Companies; plus (b) scheduled payments of principal with respect to all Indebtedness of the Synodys Companies; plus (c) any cash payment or income or franchise taxes included in the determination of Net Income, excluding any provision for deferred taxes; plus (d) payment of deferred taxes accrued in any prior period.

          “Fully Diluted Basis” shall mean the total number of shares of Common Stock, which are issued and outstanding, plus the total number of shares of Common Stock which would be issued and outstanding assuming the exercise of all outstanding options, warrants or rights to purchase Common Stock and the conversion of all outstanding securities.

          “GAAP” shall have the meaning assigned to such term in Section 1.2 hereof.

          “Governmental Authorities” shall mean any federal, state or municipal court or other governmental department, commission, board, bureau, agency or instrumentality, governmental or quasi-governmental, domestic or foreign.

          “Guaranty” shall mean any guaranty of the payment or performance of any Indebtedness or other obligation and any other arrangement whereby credit is extended to one obligor on the basis of any promise of another Person, whether that promise is expressed in terms of an obligation to pay the Indebtedness of such obligor, or to purchase an obligation owed by such obligor, or to purchase goods and services from such obligor pursuant to a take-or-pay contract, or to maintain the capital, working capital, solvency or general financial condition of such obligor, whether or not any such arrangement is reflected on the balance sheet of such other Person, firm or corporation, or referred to in a footnote thereto, but shall not include endorsements of items for collection in the ordinary course of business. For the purpose of all computations made under this Agreement, the amount of a Guaranty in respect of any obligation shall be deemed to be equal to the maximum aggregate amount of such obligation or, if the Guaranty is limited to less than the full amount of such obligation, the maximum aggregate potential liability under the terms of the Guaranty.

          “Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement designed to hedge against fluctuations in interest rates or currency values, respectively.

          “Holdco” shall have the meaning assigned to such term in the Recitals hereto.

          “Holder” shall have the meaning assigned to such term in Section 10.1 hereof.

          “Indebtedness” shall mean, for any Person at the time of any determination, without duplication, all obligations, contingent or otherwise, of such Person that, in accordance with GAAP, should be classified upon the balance sheet of such Person as indebtedness, but in any event including: (i) all obligations for borrowed money, (ii) all obligations arising from installment purchases of property or representing the deferred purchase price of property or services in respect of which such Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the ordinary course of business on terms customary in the trade), (iii) all obligations evidenced by notes, bonds, debentures, acceptances or instruments, or arising out of letters of credit or bankers’ acceptances

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issued for such Person’s account, (iv) all obligations, whether or not assumed, secured by any Lien or payable out of the proceeds or production from any property or assets now or hereafter owned or acquired by such Person, (v) all obligations for which such Person is obligated pursuant to a Guaranty, (vi) the capitalized portion of lease obligations under Capitalized Leases, (vii) all factoring arrangements, and (viii) all obligations of such Person upon which interest charges are customarily paid or accrued. Obligations under Interest Rate Agreements and Currency Agreements shall not constitute Indebtedness.

          “Intellectual Property Collateral” shall mean collectively all Patents, Trademarks and Copyrights of the Synodys Companies and all Trademark Licenses, Patent Licenses, and Copyright Licenses.

          “Intercompany Loan” means that certain Demand Loan, dated as of the date hereof, between Borrower and Holdco, as amended and supplemented from time to time.

          “Interest Coverage Ratio” means, for any measurement date, the ratio of (a) EBITDA for the twelve (12) months ended on such date over (b) cash interest expense less cash interest income of the Synodys Companies during the twelve (12) months ended on such date.

          “Interest Rate Agreement” shall mean any interest rate swap, interest rate cap, interest rate collar or other similar agreement or arrangement to which any Synodys Company is a party.

          “Inventory” shall mean, with respect to any Synodys Company, now owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be furnished under any contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Synodys Company’s Business or used in selling or furnishing such goods, merchandise and other personal property, and all documents of title or other documents representing them.

          “Investment” as applied to any Person shall mean the amount paid or agreed to be paid or loaned, advanced or contributed to other Persons, and in any event shall include, without limitation, (i) any direct or indirect purchase or other acquisition of any notes, obligations, instruments, stock, securities or ownership interest (including partnership interests and joint venture interests), (ii) any capital contribution to any other Person and (iii) Interest Rate Agreements or Currency Agreements not constituting Hedge Agreements.

          “Investment Banking Agreement” shall mean that certain investment banking agreement between Topco and ACFS, dated June 16, 2004.

          “IP Collateral Assignments” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “IRS” shall mean the Internal Revenue Service and any governmental body or agency succeeding to the functions thereof.

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          “Junior Cash Interest” shall have the meaning assigned to such term in Section 3.1(c) hereof.

          “Junior Subordinated Origination Fee” shall mean a fee of $146,023 to be paid by the Loan Parties to Purchaser or its designee in consideration of the Junior Subordinated Notes.

          “Junior PIK Interest” shall have the meaning assigned to such term in Section 3.1(c) hereof.

          “Junior Subordinated Notes” shall have the meaning assigned to such term in Section 2.2(b) hereof.

          “Laws” shall mean all U.S. and foreign federal, state or local statutes, laws, rules, regulations, ordinances, codes, policies, rules of common law, and the like, now or hereafter in effect, including any judicial or administrative interpretations thereof, and any judicial or administrative orders, consents, decrees or judgments.

          “LIBOR Business Day” means a business day on which banks in the city of London are generally open for interbank or foreign exchange transactions.

          “LIBOR Period” means each month commencing on the Closing Date (or if the Closing Date is not a LIBOR Business Day, the next succeeding LIBOR Business Day) and ending one month thereafter; provided, that the foregoing provision relating to LIBOR Periods is subject to the following:

          (a) if any LIBOR Period would otherwise end on a day that is not a LIBOR Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding LIBOR Business Day;

          (b) any LIBOR Period that would otherwise extend beyond the maturity date of the Senior Term Notes shall end on such date; and

          (c) any LIBOR Period that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last LIBOR Business Day of a calendar month.

          “LIBOR Rate” means, for each LIBOR Period, a rate of interest determined by Agent, equal to the rate of interest that under current practice is listed as the one month London Interbank Offered Rate as of the commencement of such LIBOR Period under the heading “Money Rates” in the Eastern Edition of The Wall Street Journal (and should such practice change, such other indication of the prevailing LIBOR Rate as may reasonably be chosen by the Required Purchasers).

          “Lien” shall mean any security interest, pledge, bailment, mortgage, hypothecation, deed of trust, conditional sales and title retention agreement (including any lease in the nature

9

thereof), charge, encumbrance or other similar arrangement or interest in real or personal property, now owned or hereafter acquired, whether such interest is based on common law, statute or contract.

          “Loan Parties” shall mean Borrower and any Subsidiary of Borrower who becomes a party hereto after the date hereof.

          “Manage” and “Management” shall mean generation, production, handling, distribution, processing, use, storage, treatment, operation, transportation, recycling, reuse and/or disposal, as those terms are defined in CERCLA, RCRA and other Environmental Laws (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, guidelines and publications issued pursuant to, or otherwise in implementation of, such Environmental Laws).

          “Management Fee” shall mean the management fee set forth in the Investment Banking Agreement.

          “Market Price” of any security shall mean the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of each day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the Nasdaq Stock Market as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the the Nasdaq Stock Market, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of thirty (30) days consisting of the day as of which “Market Price” is being determined and the twenty-nine (29) consecutive Business Days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the Nasdaq Stock Market or the over-the-counter market, the “Market Price” shall be the fair value thereof determined jointly by Topco and the Holders of Company Warrants representing a majority of the shares of Common Stock obtainable upon exercise of the Company Warrants. If such parties are unable to reach agreement within ten (10) days, then the Market Price shall be deemed not to be available.

          “Material Adverse Change” shall mean any change that has a Material Adverse Effect.

          “Material Adverse Effect” shall mean (i) a material adverse effect on the business, assets, properties, results of operation or condition (financial or otherwise) of the Synodys Companies, taken as a whole, or (ii) a material adverse effect on the financial, banking, capital markets or general economic conditions. Material Adverse Effect does not include effects resulting directly and primarily from changes relating to generally applicable economic conditions (including currency exchange rates) or effects relating to the Synodys Companies’ industry in general, which effects do not and would not reasonably be expected to have a materially disproportionate effect on the Synodys Companies, taken as a whole, relative to other Persons in the same industry.

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          “Multiemployer Plan” shall mean a multiemployer plan (within the meaning of Section 3(37) of ERISA) that is maintained for the benefit of the employees of the Synodys Companies or any member of the Controlled Group.

          “Net Income” shall mean, for any period, the net income (or loss) of the Synodys Companies on a consolidated basis for such period, after deduction of all expenses, taxes and other proper charges, determined in accordance with GAAP, for such period taken as a single accounting period.

          “Notes” shall mean, collectively, the Senior Term B Notes, the Revolving Notes, the Senior Subordinated Notes and the Junior Subordinated Notes.

          “Obligations” shall mean (a) the principal and interest (including, without limitation, interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (b) all other monetary obligations of the Loan Parties under the Purchase Documents, including but not limited to, fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including, without limitation, monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding).

          “Option Plan” shall mean the Dosimetry Acquisitions (U.S.), Inc. 2004 Option Plan.

          “Options” shall mean the options to purchase shares of Common Stock under the Option Plan and, where the context requires, any shares of restricted stock issued upon exercise thereof.

          “Other Taxes” shall have the meaning assigned to such term in Section 3.8 hereof.

          “Patent Licenses” shall mean all agreements, whether written or oral, providing for the grant by or to the Synodys Companies of any right to use any Patent.

          “Patents” shall mean (a) all patents now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, Canada, or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals thereof.

          “Payment Default” shall mean the occurrence of an event of default under the terms of particular Indebtedness as a result of the failure to pay interest or principal on such Indebtedness beyond any applicable cure period.

          “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA, or any other governmental agency, department or instrumentality succeeding to the functions thereof.

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          “Permitted Liens” shall have the meaning assigned to such term in Section 7.2(b) hereof.

          “Person” shall mean any individual, partnership, limited partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity or department, agency or political subdivision thereof.

          “Piggyback Registration” shall have the meaning assigned to such term in Section 12.1(a).

          “PIK Interest” shall mean Junior PIK Interest or Senior PIK Interest, as applicable.

          “Plan” shall mean any employee benefit plan (within the meaning of Section 3(3) of ERISA), other than a Multiemployer Plan, established or maintained by any of the Synodys Companies or any member of the Controlled Group.

          “Pledge Agreements” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “Pollutant” shall include any “hazardous substance” and any “pollutant or contaminant” as those terms are defined in CERCLA; any “hazardous waste” as that term is defined in RCRA; and any “hazardous material” as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), as amended (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, guidelines and publications issued pursuant to, or otherwise in implementation of, said Environmental Laws); and including without limitation any petroleum product or byproduct, solvent, flammable or explosive material, radioactive material, asbestos, polychlorinated biphenyls (PCBs), dioxins, dibenzofurans, heavy metals, and radon gas; and including any other substance or material that is reasonably determined to present a threat, hazard or risk to human health or the environment.

          “Preferred Stock” has the meaning ascribed thereto in the Recitals.

          “Prime Rate” shall mean the rate of interest that under current practice is listed as such under the heading “Money Rates” in the Eastern Edition of The Wall Street Journal, and if a range of rates is listed, the highest such rate, and should such practice change, such other indication of the prevailing prime rate of interest as may reasonably be chosen by Required Purchasers.

          “Properties and Facilities” shall have the meaning assigned to such term in Section 5.1(q) hereof.

          “Proprietary Rights” shall mean all right, title, and interest in the following intellectual property, including both statutory and common law rights: (i) copyrights in published and unpublished works, and all applications, registrations and renewals relating thereto; (ii) registered or unregistered trademarks, service marks, domain names, logos, trade dress and other source or business identifiers, and the goodwill associated therewith; (iii) patents, patent applications, and other patent or industrial property rights in any country; and (iv) trade secrets, confidential or proprietary information, inventions, ideas, designs, concepts, compilations of

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information, methods, techniques, procedures, processes, and know-how, whether or not patentable, patents, trademarks, trade names, service marks, copyrights, inventions, production methods, licenses, formulas, know-how and trade secrets, regardless of whether such are registered with any Governmental Authorities, including applications therefor.

          “Purchase Documents” shall mean this Agreement, the Notes, the Security Documents and all other agreements, instruments and documents delivered in connection therewith as any or all of the foregoing may be supplemented or amended from time to time.

          “Purchaser” shall have the meaning assigned to such term in the preamble hereto and in Section 6.2 hereof.

          “Put Option” shall have the meaning assigned to such term in Section 10.1 hereof.

          “Put Option Closing” shall have the meaning assigned to such term in Section 10.5 hereof.

          “Put Price” shall have the meaning assigned to such term in Section 10.2 hereof.

          “Put Shares” shall have the meaning assigned to such term in Section 10.2 hereof.

          “RCRA” shall mean the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as amended, and all rules, regulations, standards, guidelines, and publications issued thereunder.

          “Receivables” shall mean all of such Synodys Company’s accounts, contract rights, instruments (including those evidencing indebtedness owed to such Synodys Company by its Affiliates), documents, chattel paper, general intangibles relating to accounts, drafts and acceptances, and all other forms of obligations owing to such Synodys Company arising out of or in connection with the sale or lease of Inventory or the rendition of services, all guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

          “Registrable Securities” shall mean any shares of Common Stock purchased upon the exercise of any Company Warrant and any shares of Common Stock purchased pursuant to Article 11 hereof, and any shares of Common Stock now owned or hereafter acquired by any Purchaser.

          “Removal,” “Remedial” and “Response” actions shall include the types of activities “covered” by CERCLA, RCRA, and other comparable Environmental Laws, and whether the activities are those that might be taken by a government entity or those that a government entity or any other person might seek to require of waste generators, handlers, distributors, processors, users, storers, treaters, owners, operators, transporters, recyclers, reusers, disposers, or other persons under “removal,” “remedial,” or other “response” actions.

          “Reportable Event” shall mean any of the events that are reportable under Section 4043 of ERISA and the regulations promulgated thereunder, other than an occurrence for which the thirty (30) day notice contained in 29 C.F.R. § 2615.3(a) is waived.

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          “Request for Borrowing” shall have the meaning assigned to such term in Section 2.3(b) hereof.

          “Required Purchasers” shall mean, at any time, Purchasers holding a pro rata percentage of the outstanding principal amount of the Notes aggregating at least 66-2/3% at such time.

          “Revolving Loan” shall have the meaning assigned to such term in Section 2.3 hereof.

          “Revolving Loan Commitment” shall mean the amount of $8,213,400.

          “Revolving Loan Commitment Fee” shall mean a fee of $234,268 to be paid by the Loan Parties to the Purchaser or its designee in consideration of the Revolving Loan Commitment.

          “Revolving Loan Termination Date” shall have the meaning assigned to such term in Section 2.3(a) hereof.

          “Revolving Notes” shall have the meaning assigned to such term in Section 2.3(a) hereof.

          “SEC” shall mean the Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

          “Securities” shall mean the Notes, the Warrants and the Common Stock issuable upon exercise of the Warrants.

          “Securities Act” shall mean the Securities Act of 1933, as amended.

          “Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

          “Security Agreement” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “Security Documents” shall mean the Security Agreement, the IP Collateral Assignments, the Pledge Agreement, the Financing Statements, and all other documents, instruments and other materials necessary to create or perfect the security interests created pursuant to the Security Agreement.

          “Senior Cash Interest” shall have the meaning assigned to such term in Section 3.1(b).

          “Senior Notes” shall mean, collectively, the Revolving Notes and Senior Term B Notes.

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          “Senior Note Payment Default” shall have the meaning assigned to such term in Section 13.2 hereof.

          “Senior Note Covenant Default” shall have the meaning assigned to such term in Section 13.2 hereof.

          “Senior Origination Fee” shall mean a fee of $623,610 to be paid by the Loan Parties to Purchaser or its designee in consideration of the Senior Term Loan B.

          “Senior PIK Interest” shall have the meaning assigned to such term in Section 3.1(b) hereof.

          “Senior Subordinated Notes” shall have the meaning assigned to such term in Section 2.2(a) hereof.

          “Senior Subordinated Notes Covenant Default” shall have the meaning assigned to such term in Section 13.3(b) hereof.

          “Senior Subordinated Notes Payment Default” shall have the meaning assigned to such term in Section 13.3(a) hereof.

          “Senior Subordinated Origination Fee” shall mean a fee of $365,040 payable by the Loan Parties to Purchaser or its designee in consideration of the Senior Subordinated Notes.

          “Senior Term Loan B” shall have the meaning assigned to such term in Section 2.1 hereof.

          “Senior Term B Notes” shall have the meaning assigned to such term in Section 2.1 hereof.

          “Structuring Fee” shall mean a fee of $973,440 payable by the Loan Parties to ACFS in consideration of the structuring of the financing contemplated hereby.

          “Subject Securities” shall mean the Company Warrants, any shares of Common Stock of Topco purchased upon the exercise of any Company Warrant and any shares of Common Stock of Topco purchased pursuant to Article 11 hereof.

          “Subordinated Notes” shall have the meaning assigned to such term in Section 2.2(b) hereof.

          “Subsidiary” of any corporation shall mean any other corporation or limited liability company of which the outstanding capital stock possessing a majority of voting power in the election of directors (otherwise than as the result of a default) is owned or controlled by such corporation directly or indirectly through Subsidiaries.

          “Synodys Company” shall mean, each of Topco, Borrower, Synodys and each of the other Subsidiaries of Topco.

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          “Taxes” shall have the meaning assigned to such term in Section 3.8 hereof.

          “Topco” shall have the meaning assigned to such term in the preamble hereto.

          “Trademark Licenses” shall mean any agreement, whether written or oral, providing for the grant by or to any Synodys Company of any right to use any Trademark.

          “Trademarks” shall mean (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office, the Canadian Intellectual Property Office or in any similar office or agency of the United States, Canada, any state, any province or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals and extensions thereof.

          “Transaction Documents” shall have the meaning assigned to such term in Section 5.1(f) hereof.

          “Transactions” shall mean the incurrence of debt and the issuance of securities in connection therewith, as contemplated by this Agreement, the Notes and all other agreements contemplated hereby and thereby.

          “Underlying Common Stock” shall mean (i) the Common Stock of Topco issued or issuable upon exercise of the Company Warrants and (ii) any equity securities issued or issuable with respect to the securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

          “Unlocking Offer” shall have the meaning assigned to such term in Section 10.6 hereof.

          “UST” shall mean an underground storage tank, including as that term is defined, construed and otherwise used in RCRA and in rules, regulations, standards, guidelines and publications issued pursuant to RCRA and comparable state and local laws.

          “Warrant Shares” shall mean the shares of Common Stock issued or issuable upon exercise of the Warrants.

          1.2 Accounting Principles. The character or amount of any asset, liability, capital account or reserve and of any item of income or expense to be determined, and any consolidation or other accounting computation to be made, and the construction of any definition containing a financial term, pursuant to this Agreement shall be determined or made in accordance with generally accepted accounting principles in the United States of America consistently applied (“GAAP”), unless such principles are inconsistent with the express requirements of this Agreement.

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          1.3 Other Definitional Provisions; Construction. Whenever the context so requires, neuter gender includes the masculine and feminine, the singular number includes the plural and vice versa. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not any particular provision of this Agreement, and references to section, article, annex, schedule, exhibit and like references are references to this Agreement unless otherwise specified. A Default or Event of Default shall “continue” or be “continuing” until such Default or Event of Default has been cured or waived by Agent and Purchasers. References in this Agreement to any Persons shall include such Persons, successors and permitted assigns. Other terms contained in this Agreement (which are not otherwise specifically defined herein) shall have meanings provided in Article 9 of the New York Uniform Commercial Code on the date hereof to the extent the same are used or defined therein.

ARTICLE 2
ESTABLISHMENT OF REVOLVING LOAN FACILITY AND ISSUE AND SALE OF
NOTES

          2.1 Senior Term Loans. Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“Senior Term Loan B”) to the Loan Parties on the Closing Date in the principal amount of $24,944,400. From and after Closing, the Senior Term Loan B shall be evidenced by one or more promissory notes made by the Loan Parties in favor of Purchasers in the form attached hereto as Exhibit A-1 (together with any promissory notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “Senior Term B Notes”) to be delivered by the Loan Parties at the Closing.

          2.2 Subordinated Notes.

          (a) Senior Subordinated Notes. The Loan Parties have duly authorized the issuance and sale to Purchasers of $12,238,000 in aggregate principal amount of the Loan Parties’ Senior Subordinated Notes due June 23, 2011 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “Senior Subordinated Notes”), to be substantially in the form of the Senior Subordinated Note attached hereto as Exhibit A-2.

          (b) Junior Subordinated Notes. The Loan Parties have duly authorized the issuance and sale to Purchasers of $4,867,200 in aggregate principal amount of the Loan Parties’ Junior Subordinated Notes due June 23, 2011 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “Junior Subordinated Notes”, and together with the Senior Subordinated Notes, the “Subordinated Notes”), to be substantially in the form of the Junior Subordinated Note attached hereto as Exhibit A-3.

          2.3 Revolving Loans.

          (a) Subject to the terms and conditions set forth in this Agreement, on or after the Closing Date and to, but excluding, June 23, 2005 (the “Revolving Loan Termination Date”), Purchasers shall, severally, on a pro rata basis based on the percentages specified to Agent, make loans and advances to the Loan Parties on a revolving credit basis (collectively, the “Revolving Loans”) in an aggregate amount outstanding at any time less than or equal to the Revolving Loan

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Commitment Amount. From and after the Closing, the Revolving Loans shall be evidenced by a promissory note made by the Loan Parties in favor of Purchasers (the “Revolving Notes”) in the form attached hereto as Exhibit A-4 to be delivered by the Loan parties at the Closing. The date and amount of each Revolving Loan made by Purchasers and each payment on account of principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such recordation shall not affect the obligations of the Loan Parties to make payments when due of any amounts owing in respect of the Revolving Loans.

          (b) Purchasers shall make Revolving Loans available to the Loan Parties up to a maximum of one draw per week, in integral multiples of $100,000, provided that the conditions set forth in Section 2.3(a) hereof, this Section 2.3(b) and Section 4.2 hereof have been satisfied. Before a Revolving Loan is made, the Loan Parties shall have (i) provided Agent an irrevocable written Request for Borrowing in the form of Exhibit G (a “Request for Borrowing”) by facsimile or other means set forth in Section 15.6 so that such notice is received by Agent not later than three (3) Business Days before the day on which the Revolving Loan is to be made and (ii) contacted Agent and received from Agent either oral or written confirmation of Agent’s receipt of the Request for Borrowing not later than 1:00 pm New York time three (3) Business Days before the date on which the Revolving Loan is to be made. No Revolving Loan shall be made if it would cause the aggregate amount of Revolving Loans to exceed the Revolving Loan Commitment Amount. Agent and Purchasers shall be entitled to rely conclusively on any officer of the Loan Parties authority to deliver a Request for Borrowing or other writing on behalf of the Loan Parties and neither Agent nor any Purchaser shall have any duty to verify the identity of or signature of any Person identifying himself as an Executive Officer.

          2.4 Sale and Purchase. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Loan Parties shall sell to Purchasers, and Purchasers shall purchase from the Loan Parties, in an amount equal to the relative portion of the Notes to be purchased by each Purchaser as set forth on Annex B, the Notes in the aggregate principal amounts set forth in Sections 2.1 and 2.2 hereof for $41,979,600 in the aggregate plus the amount of the Revolving Loan.

          2.5 The Closing. Delivery of and payment for the Notes (the “Closing”) shall be made at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, commencing at 10:00 a.m., local time, on the date hereof or at such place or on such other date on or before the date hereof as may be mutually agreeable to the Loan Parties and Purchasers. The date and time of the Closing as finally determined pursuant to this Section 2.4 are referred to herein as the “Closing Date.” Delivery of the Notes shall be made to Purchasers against payment of the purchase price therefor, less any unpaid Senior Origination Fee, Junior Origination Fee, Revolving Loan Commitment Fee, Structuring Fee and any other amounts due and payable pursuant to Section 4.1(g) hereof, by wire transfer of immediately available funds in the manner agreed to by the Loan Parties and Purchasers. The Notes shall be issued in such name or names and in such permitted denomination or denominations, numbers and amounts as set forth in Annex B or as Purchasers may request in writing not less than two (2) Business Days before the Closing Date.

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ARTICLE 3
REPAYMENT OF THE REVOLVING LOANS, THE SENIOR TERM LOANS
AND THE SUBORDINATED NOTES

          3.1 Interest Rates and Interest Payments.

          (a) Senior Term Loan B. The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan B on the last day of each LIBOR Period, commencing on the first LIBOR Period after the date hereof, 2004 through the date of repayment in full of the Senior Term Loan B. The Senior Term Loan B shall bear interest on the outstanding principal thereof at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus six percent (6%) per annum.

          (b) Senior Subordinated Notes. The Loan Parties, jointly and severally, covenant and agree to make payments to Agent for the ratable benefit of Purchasers, of accrued interest on the Senior Subordinated Notes on the last day of each LIBOR Period, commencing with the first LIBOR Period after the date hereof, 2004 through the date of repayment in full of the Senior Subordinated Notes. The Senior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Senior PIK Interest that is paid-in-kind as described below) at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus nine and three tenths percent (9.3%) per annum (“Senior Cash Interest”); and (ii) interest will be payable in kind on (and thereby increase) the outstanding principal amount of the Senior Subordinated Notes (as such principal amount is increased from time to time) at a rate of three percent (3%) per annum (“Senior PIK Interest”). A late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid in accordance with this Section 3.1(b). Senior PIK Interest shall be payable as an increase in the principal amount of the Senior Subordinated Notes on the first Business Day of each month without any further action on the part of Agent or the Loan Parties and such increased principal amount of the Senior Subordinated Notes shall be paid in full in connection with the repayment of the Senior Subordinated Notes. The Agent’s determination of the amount of Senior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.

          (c) Junior Subordinated Notes. The Loan Parties, jointly and severally, covenant and agree to make payments to Agent for the ratable benefit of Purchasers, of accrued interest on the Junior Subordinated Notes on the last day of each LIBOR Period, commencing with the first LIBOR Period after the date hereof, 2004 through the date of repayment in full of the Junior Subordinated Notes. The Junior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Junior PIK Interest that is paid-in-kind as described below) at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus ten and three tenths percent (10.3%) per annum (“Junior Cash Interest”), and (ii) interest will be payable in kind on (and thereby increase) the outstanding principal amount of the Junior Subordinated Notes (as such principal amount is increased from time to time) at a rate of four percent (4%) per annum (“Junior PIK Interest”). A late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid in accordance with this Section 3.1(c). Junior PIK Interest shall be payable as an increase in the principal amount of the Junior Subordinated Notes on the first Business Day of each month without any further action on the part of Agent or the Loan Parties and such increased

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principal amount of the Junior Subordinated Notes shall be paid in full in connection with the repayment of the Junior Subordinated Notes. The Agent’s determination of the amount of Junior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.

          (d) Cash Payments in Lieu of PIK Interest. Notwithstanding Sections 3.1(b) and 3.1(c) hereof, commencing with the first “accrual period” (as defined for purposes of the Code) ending after the fifth anniversary of the Closing Date and continuing with each subsequent accrual period thereafter, the Loan Parties shall, in respect of each series of Subordinated Notes, pay in cash, on or before the end of such accrual period, an amount equal to the sum of the annual PIK Interest, the accrued and unpaid PIK Interest and the accrued and unpaid original issue discount (other than PIK Interest) with respect to such series of Subordinated Notes if, but only to the extent that, the aggregate amount of the sum of (i) the PIK Interest and (ii) the original issue discount (other than PIK Interest), in each case that has accrued and not been paid in cash from the Closing Date through the end of such accrual period on such series of Subordinated Notes, exceeds the product of the “issue price” (as defined for purposes of the Code) for such series of Subordinated Notes and the “yield to maturity” (as defined for purposes of the Code) on such series of Subordinated Notes. Any such payment shall first be allocated to the accrued and unpaid PIK Interest.

          (e) Revolving Loans. The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent for the ratable benefit of Purchasers of accrued interest on the Revolving Loans on the last day of each LIBOR Period, commencing with the first LIBOR Period after the date hereof, through the date of their repayment in full. The Revolving Loans will bear interest on the outstanding principal thereof at a rate per annum equal to the LIBOR Rate, as such rate may adjust from time to time, plus six percent (6.0%).

          (f) Computation of Interest. Interest on the Notes will be computed on the basis of a year of three hundred sixty (360) days of twelve (12) thirty (30) day months and the actual number of days elapsed.

          3.2 Repayment of Senior Term Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Senior Term B Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder, on June 23, 2010.

          3.3 Repayment of Subordinated Notes.

          (a) Senior Subordinated Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Senior Subordinated Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder, on June 23, 2011.

          (b) Junior Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Junior Subordinated Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder, on June 23, 2011.

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          3.4 Repayment of Revolving Loans. The Loan Parties covenant and agree to pay to Agent, for the ratable benefit of Purchasers, the Revolving Loans in full together with all unpaid accrued interest, fees and other amounts due hereunder on the Revolving Loan Termination Date. In addition, the Loan Parties covenant and agree to pay to Agent, for the ratable benefit of Purchasers, such amount of the Revolving Loans as shall be necessary at any time so that the aggregate amount of Revolving Loans outstanding at any time does not exceed the Revolving Loan Commitment Amount.

          3.5 Optional Prepayment of Notes. Subject to the terms of this Section 3.5, the Loan Parties may prepay to Agent, for the ratable benefit of Purchasers, the outstanding principal amount of the Senior Term B Notes and the Subordinated Notes in whole or in part in multiples of $250,000, or such lesser amount as is then outstanding, at any time at a price equal to (i) the accrued interest, if any, to the date set for prepayment, plus (ii) in the case of the Subordinated Notes, a prepayment fee representing the amortization of certain of Purchasers’ costs incurred in connection with the purchase of the Subordinated Notes equal to the principal amount prepaid thereon multiplied by the following percentage:

If Prepaid During
the 12-Month Period
Ending on June 23
of the Following Years:	Percentage
2005	5%
2006	4%
2007	3%
2008	2%
2009 and Thereafter	1%

provided, however, that no prepayment shall be applied to (a) the Subordinated Notes so long as the Senior Term B Notes remain outstanding and (b) to the Junior Subordinated Notes so long as the Senior Subordinated Notes remain outstanding. All such prepayments shall be applied by Agent to the outstanding principal in the inverse order of maturity after application of such prepayment to any accrued interest and prepayment premium payable in connection therewith.

          3.6 Notice of Optional Prepayment. If the Loan Parties shall elect to prepay any Notes pursuant to Section 3.5 hereof, the Loan Parties shall give notice of such prepayment to Agent and each holder of the Notes to be prepaid not less than thirty (30) days or more than ninety (90) days prior to the date fixed for prepayment, specifying (i) the date on which such prepayment is to be made, (ii) the principal amount of such Notes to be prepaid on such date, and (iii) the premium, if any, and accrued interest applicable to the prepayment. Such notice shall be accompanied by a certificate of the Chairman of the Board of Directors, the President or the Vice President and of the Treasurer of Borrower that such prepayment is being made in compliance with Section 3.5. Notice of prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with accrued interest thereon and the premium, if any, shall become due and payable on the prepayment date set forth in such notice.

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          3.7 Mandatory Prepayment.

          (a) Change of Control; Event of Default. The Notes shall be prepaid in full, together with all interest, fees and expenses plus a prepayment premium computed in accordance with Section 3.5, as if such prepayment were a voluntary prepayment, in the event of a Change of Control or upon such Notes becoming due as a consequence of an Event of Default pursuant to Section 8.2.

          (b) Excess Cash Flow. In addition to the amounts payable by the Loan Parties in respect of the Notes pursuant to Sections 3.2, 3.3, 3.4 and 3.5 hereof, the Loan Parties jointly and severally, covenant and agree to make an annual principal prepayment on the Senior Term Loan B (the “Cash Flow Prepayment”) on or before the end of the LIBOR Period that occurs the soonest after the one hundred twentieth (120th) day following the end of each Fiscal Year in an amount equal to seventy-five percent (75%) of the Excess Cash Flow, or such lesser amount as is then outstanding under the Senior Term B Notes, for so long as any amounts remain outstanding under the Senior Term B Notes. All Cash Flow Prepayments in respect of any Fiscal Year shall be applied by Agent to the outstanding principal of the Senior Term B Notes in the inverse order of maturity after application of such prepayment to any accrued interest payable in connection therewith.

          3.8 Home Office Payment. The Loan Parties will pay all sums becoming due on any Note for principal, premium, if any, and interest to Agent by the method and at the address specified for such purpose in Annex A, or by such other method or at such other address as Purchasers shall have from time to time specified to the Loan Parties in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Loan Parties made concurrently with or reasonably promptly after payment or prepayment in full of any Note, each holder of a Note shall surrender such Note for cancellation, reasonably promptly after such request, to the Loan Parties at their principal executive office.

          3.9 Taxes. Any and all payments by the Loan Parties hereunder or under the Notes or other Purchase Documents that are made to or for the benefit of Purchasers shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto (collectively, “Taxes”), excluding taxes imposed on Agent’s or Purchasers’ net income or capital and franchise taxes imposed on any of them by the jurisdiction under the laws of which any of them is organized or any political subdivision thereof (all such nonexcluded Taxes being hereinafter referred to as “Covered Taxes”). If any of the Loan Parties shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder or under any Notes or other Purchase Documents to Agent for the benefit of Purchasers, or to Purchasers, the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this paragraph), each Purchaser receives an amount equal to the sum it would have received had no such deductions been made. The Loan Parties shall make such deductions and the Loan Parties shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Loan Parties agree to pay any present or future stamp, documentary, excise, privilege, intangible or similar levies that arise at any time or from

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time to time from any payment made under any and all Purchase Documents or from the execution or delivery by the Loan Parties or from the filing or recording or maintenance of, or otherwise with respect to the exercise by Agent or Purchasers of their respective rights under any and all Purchase Documents (collectively, “Other Taxes”). The Loan Parties will indemnify Agent and Purchasers for the full amount of Covered Taxes imposed on or with respect to amounts payable hereunder and Other Taxes, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payment of this indemnification shall be made within thirty (30) days from the date Agent or Purchasers provide the Loan Parties with a certificate certifying and setting forth in reasonable detail the calculation thereof as to the amount and type of such Taxes. Any such certificates submitted by Agent or Purchasers in good faith to the Loan Parties shall, absent manifest error, be final, conclusive and binding on all parties. The obligation of the Loan Parties under this Section 3.9 shall survive the payment of the Notes and the termination of this Agreement. Within thirty (30) days after the Loan Parties having received a receipt for payment of Covered Taxes and/or Other Taxes, the Loan Parties shall furnish to Agent the original or certified copy of a receipt evidencing payment thereof.

          3.10 Maximum Lawful Rate. This Agreement, the Notes and the other Purchase Documents are hereby limited by this Section 3.10. In no event, whether by reason of acceleration of the maturity of the amounts due hereunder or otherwise, shall interest and fees contracted for, charged, received, paid or agreed to be paid to Purchasers exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest and fees would otherwise be payable to Agent or Purchasers in excess of the maximum amount permissible under applicable law, the interest and fees shall be reduced to the maximum amount permitted under applicable law. If from any circumstance, Agent or Purchasers shall have received anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excess of interest shall be applied to the reduction of the principal amount of the Notes, in such manner as may be determined by Purchasers, and not to the payment of fees or interest, or if such excess interest exceeds the unpaid balance of the principal amount of the Notes, such excess shall be refunded to the Loan Parties.

          3.11 Break Funding Payments. In the event of the payment of any principal of any Note (other than the Subordinated Notes) other than on the date such payment was scheduled to be paid or the due date for mandatory prepayments pursuant to Section 3.7 hereof (including payments as a result of an Event of Default), the Loan Parties shall compensate each Purchaser, upon demand, for the loss, cost and expense attributable to such event with respect to the period from such payment date to the day immediately preceding the next scheduled payment or due date.

          3.12 Capital Adequacy. If, after the date hereof, either the introduction of or any change of the interpretation of any law or the compliance by Purchasers with any guideline or request from any governmental authority (provided they are legally binding) has or would have the effect of reducing the rate of return on the capital or assets of Purchasers as a consequence of, as determined by Agent or Purchasers in their sole discretion, the existence of any Purchaser’s obligations under this Agreement or any other Purchase Documents, then, upon demand by Purchasers, the Loan Parties immediately shall pay to Purchasers, from the time as specified by Purchasers, additional amounts sufficient to compensate Purchasers in light of such circumstances. The obligations of the Loan Parties under this Section 3.12 shall survive the payment of the Notes and the termination of this Agreement.

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          3.13 Certain Waivers. The Loan Parties unconditionally waive (i) any rights to presentment, demand, protest or (except as expressly required hereby) notice of any kind, and (ii) any rights of recission, setoff, counterclaim or defense to payment under the Notes or otherwise that the Loan Parties may have or claim against any Purchaser, the Agent or any prior Purchaser or Agent.

ARTICLE 4
CONDITIONS

          4.1 Conditions to the Senior Term Loan B, Revolving Loan and Purchase of Subordinated Notes. The obligation of Purchasers to advance the Senior Term Loan B and to purchase and pay for the Notes is subject to the satisfaction, prior to or at the Closing, of the following conditions:

          (a) Representations and Warranties True. The representations and warranties contained in Article 5 hereof shall be true and correct in all material respects at and as of the Closing Date as though then made, except to the extent of changes caused by the transactions expressly contemplated herein.

          (b) Material Adverse Change. There shall have been no Material Adverse Change in the business, financial condition, assets, Business or prospects of the Synodys Companies or the capital markets since June 30, 2003.

          (c) Security Documents. The Loan Parties, Topco and Agent, for the benefit of the Purchasers, shall have entered into (i) a security agreement or security agreements with Agent subordinated in lien priority only to the Liens in favor of any senior lender as contemplated therein, if any, in form and substance as set forth in Exhibit B attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Security Agreement”), (ii) a collateral patent, trademark and license assignment or assignments in form and substance as set forth in Exhibit C attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “IP Collateral Assignments”) and (iii) stock pledge and security agreements in form and substance as set forth in Exhibit D attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Pledge Agreements”). The Loan Parties and Topco shall have executed and delivered to Agent, for the benefit of the Purchasers, such financing statements and other instruments (collectively, “Financing Statements”) as Agent shall require in order to perfect and maintain the continued perfection of the security interest created by the Security Agreement. Agent shall have received reports of filings with appropriate government agencies showing that there are no Liens on the assets of the Loan Parties and Topco other than Permitted Liens.

          (d) Environmental Reports. Agent shall have received reports covering the Synodys Companies’ properties in form and substance satisfactory to Agent regarding the Synodys Properties’ compliance with Environmental Laws.

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          (e) Collateral Access Agreements. The Loan Parties shall have delivered to Agent a Collateral Access Agreement for each property specified by the Agent, in form and substance satisfactory to the Agent.

          (f) Closing Documents. The Loan Parties will have delivered or caused to be delivered to Agent all of the following documents in form and substance satisfactory to Agent:

     (i) two or more Senior Term B Notes evidencing the Senior Term Loan B (as designated by Agent and Purchasers pursuant to Section 2.1 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Loan Parties;

     (ii) one or more Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.2 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Loan Parties;

     (iii) one or more Revolving Notes evidencing the Revolving Loans (as designated by Agent and Purchasers pursuant to Section 2.3 and Annex A hereof) in the maximum amounts as set forth herein, duly completed and executed by the Loan Parties;

     (iv) certificates of good standing dated not more than 10 days prior to the Closing Date for each of the Loan Parties and Topco issued by their respective jurisdictions of organization and each jurisdiction where it is qualified to operate as a foreign corporation, or its equivalent;

     (v) a copy of the Charter Documents of each of the Loan Parties and Topco, certified by the appropriate governmental official of the jurisdiction of its organization as of a date not more than 10 days prior to the Closing Date;

     (vi) a copy of the By-laws of each of the Loan Parties and Topco, certified as of the Closing Date by the secretary, assistant secretary, manager or general partner, as applicable, of each respective Loan Party and Topco;

     (vii) a certificate of the secretary or assistant secretary, manager or general partner of each of the Loan Parties and Topco, certifying as to the names and true signatures of the officers or other authorized person of the respective Loan Party and Topco authorized to sign this Agreement and the other documents to be delivered by the respective Loan Party and Topco hereunder;

     (viii) copies of the resolutions duly adopted by each Loan Party’s and Topco’s board of directors, general partners, board of managers or other governing body, authorizing the execution, delivery and performance by the respective Loan Party and Topco of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the respective Loan Party and Topco is a party to, and the consummation of all of the other Transactions, certified as of

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the Closing Date by the secretary, assistant secretary, manager or general partner of the respective Loan Party and Topco;

     (ix) a certificate dated as of the Closing Date from an officer, general partner or manager of each of the Synodys Companies stating that the conditions specified in this Section 4.1 have been fully satisfied or waived by Agent;

     (x) certificates of insurance evidencing the existence of all insurance required to be maintained by the Synodys Companies pursuant to Section 7.1(c), and Agent shall be satisfied with the type and extent of such coverage;

     (xi) copies of all material leases to which any of the Loan Parties is a party to; and

     (xii) such other documents relating to the Transactions contemplated by this Agreement as Agent or its counsel may reasonably request.

          (g) Purchaser’s Fees and Expenses.

     (i) Revolving Loan Commitment Fee. On the Closing Date, the Loan Parties shall pay the Revolving Loan Commitment Fee to ACFS (and the Loan Parties hereby authorize Agent to deduct from the aggregate proceeds from the sales of the Notes by the Loan Parties, the unpaid amount of such Revolving Loan Commitment Fee);

     (ii) Senior Origination Fee. On the Closing Date, the Loan Parties shall pay the Senior Origination Fee to ACFS (and the Loan Parties hereby authorize Agent to deduct from the aggregate proceeds from the sales of the Notes by the Loan Parties, the unpaid amount of such Senior Origination Fee);

     (iii) Junior Subordinated Origination Fee. On the Closing Date, the Loan Parties shall pay the Junior Origination Fee to ACFS (and the Loan Parties hereby authorize Agent to deduct from the aggregate proceeds from the sales of the Notes by the Loan Parties, the unpaid amount of such Junior Origination Fee);

     (iv) Structuring Fee. On the Closing Date, the Loan Parties shall pay the Structuring Fee to ACFS (and the Loan Parties hereby authorize the Agent to deduct from the sales of the Notes by the Loan Parties the unpaid amount of such Structuring Fee);

     (v) Equity Fee. On the Closing Date, the Loan Parties shall pay the Equity Fee to ACFS (and the Loan Parties hereby authorize the Agent to deduct from the sales of the Notes by the Loan Parties the unpaid amount of such Equity Fee);

     (vi) Senior Subordinated Origination Fee. On the Closing Date, the Loan Parties shall pay the Senior Subordinated Origination Fee to ACFS (and the Loan

26

Parties hereby authorize the Agent to deduct from the sales of the Notes by the Loan Parties the unpaid amount of such Senior Subordinated Origination Fee); and

     (vii) Other Fees and Expenses. On the Closing Date, the Loan Parties shall have paid the fees and expenses of Agent and Purchasers, payable by the Loan Parties pursuant to Section 15.4 hereof (and the Loan Parties hereby authorize Agent to deduct all such amounts from the aggregate proceeds of the sale of the Notes by the Loan Parties).

          (h) Legal Investment. On the Closing Date, Purchasers’ purchases of the Notes shall not be prohibited by any applicable law, rule or regulation of any Governmental Authority (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System) as a result of the promulgation or enactment thereof or any changes therein, or change in the interpretation thereof by any Governmental Authority, subsequent to the date of this Agreement.

          (i) Proceedings. All proceedings taken or required to be taken in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and all documents incident thereto will be satisfactory in form and substance to Agent and its counsel and to Purchasers and their counsel.

          (j) Consummation of Acquisition. The Acquisition shall have been consummated in form and substance satisfactory to the Purchasers, in the Purchasers’ sole discretion, and the Purchasers shall have been provided copies of all agreements, instruments and documents delivered in connection therewith.

          (k) Investment Banking Agreement. Topco and ACFS shall have executed an Investment Banking Agreement in a form reasonably satisfactory to ACFS in the form attached hereto as Exhibit F.

          4.2 Conditions Precedent to each Revolving Loan. The obligation of the Purchasers on any date (including the Closing Date) to make a Revolving Loan is subject to the satisfaction of each of the following conditions precedent:

          (a) Request for Borrowing. Agent shall have received a duly executed Request for Borrowing with respect to each Revolving Loan in accordance with Section 2.3(b) hereof.

          (b) Compliance. Both before and after giving effect to the proceeds of any Revolving Loan, (i) no Default or Event of Default shall have occurred and be continuing, (ii) repayment of the Notes shall not been accelerated in accordance with Section 8.2 hereof, (iii) the Loan Parties shall have complied and be in compliance with all the terms, covenants and conditions of each Purchase Document, and (iv) the representations and warranties of the Loan Parties contained in Section 5 hereof shall be true and correct on and as of the Closing Date and shall be true and correct in all material respects on and as of any such date after the Closing Date with the same effect as though made on and as of the date of each Revolving Loan (except to the extent that any of the Schedules to this Agreement have been amended prior to any funding date to appropriately update any immaterial matters disclosed therein); and the Agent, if it so requests,

27

shall have received a certificate, dated as of the date of each Revolving Loan, signed by an Executive Officer of the Loan Parties to the foregoing effect.

          (c) No Material Adverse Change. No Material Adverse Change shall have occurred since the date of the last audited financial statements of the Synodys Companies delivered to the Agent.

          (d) Additional Documents. The Agent shall have received prior to the date of each Revolving Loan all additional documents and certificates that the Agent shall have reasonably requested.

          4.3 Waiver. Any condition specified in this Article 4 may be waived by Agent on behalf of the Purchasers; provided that no such waiver will be effective against Agent unless it is set forth in a writing executed by Agent.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES

          5.1 Representations and Warranties of Loan Parties. As a material inducement to Agent and Purchasers to enter into this Agreement, advance the Senior Term Loan B and purchase the Notes, the Loan Parties and Topco, jointly and severally, hereby represent and warrant to Agent and Purchasers as follows:

          (a) Organization and Power. Each of the Synodys Companies is a corporation (or comparable entity of non-U.S. jurisdiction) duly organized, validly existing and in good standing under the laws of its jurisdiction of formation. Each of the Synodys Companies has all requisite corporate or other organizational power and authority and all material licenses, permits, approvals and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the Transactions, and is qualified to do business in the jurisdictions listed on the “Organization Schedule” attached hereto as Schedule 5.1(a), which includes every jurisdiction where the failure to so qualify might reasonably be expected to have a Material Adverse Effect. Each of the Synodys Companies has its principal place of business as set forth on the Organization Schedule. The copies of the Charter Documents and By-Laws of the Synodys Companies that have been furnished to Agent reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

          (b) Principal Business. The Synodys Companies are manufacturers and distributors of equipment for the detection of radiation (the “Business”).

          (c) Financial Statements and Financial Projections.

     (i) Financial Statements; Historical Statements. The Loan Parties have delivered to Agent copies of Synodys’s audited consolidated year-end financial statements for and as of the fiscal years ended June 30, 2000, June 30, 2001, June 30, 2002 and June 30, 2003 and unaudited balance sheet, income statements and statement of cash flows for the eleven (11) month period ended May 31, 2004 (together, the “Financial Statements”). The Financial Statements were compiled

28

from the books and records maintained by Synodys’ management, are correct and complete and fairly represent the consolidated financial condition of Synodys and its Subsidiaries as of their dates and the results of operations for the fiscal periods then ended and have been prepared in accordance with generally accepted accounting principles in France, consistently applied.

     (ii) Financial Projections. The Synodys Companies have delivered to Agent financial projections (consisting of a projected income statement) of the Synodys Companies for the period June 30, 2004 through June 30, 2007 derived from various assumptions of the Synodys Companies’ management (the “Financial Projections”). The Financial Projections represent a reasonable range of possible results in light of the history of the Business and the Synodys Companies, present and foreseeable conditions and the intentions of the Synodys Companies’ management. The Financial Projections accurately reflect the liabilities of the Synodys Companies upon consummation of the transactions contemplated hereby as of the Closing Date.

     (iii) Accuracy of Financial Statements. The Synodys Companies do not have any liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Financial Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of the Synodys Companies that may cause a Material Adverse Effect.

          (d) Capitalization and Related Matters. As of the Closing Date, the authorized capital stock of each of the Synodys Companies and the number and ownership of all outstanding capital stock of each of the Synodys Companies is set forth on the Organization Schedule. Except as set forth in Schedule 5.1(d), as of the Closing Date, none of the Synodys Companies will have outstanding any stock or securities convertible into or exchangeable for any shares of its capital stock and none will have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock. As of the Closing Date, none of the Synodys Companies will be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock. As of the Closing, all of the outstanding shares of each Synodys Company’s capital stock will be validly issued, fully paid and nonassessable. None of the Synodys Companies has violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Notes hereunder do not require registration under the Securities Act or any applicable state securities laws. Except as set forth in Schedule 5.1(d), there are no agreements among the Synodys Companies’ stockholders with respect to the voting or transfer of the Synodys Companies’ capital stock.

          (e) Subsidiaries. The Synodys Companies do not own, or hold any rights to acquire, any shares of stock or any other security or interest in any other Person, and the Synodys Companies have no Subsidiaries, except in each case as set forth on the Organizational Schedule.

          (f) Authorization; No Breach. The execution, delivery and performance of this Agreement, the other Purchase Documents and all other agreements contemplated hereby and thereby to which each of the Synodys Companies is a party (collectively, the “Transaction

29

Documents”), and the consummation of the Transactions have been duly authorized by each of the Synodys Companies. The execution and delivery by each of the Synodys Companies of the Transaction Documents and the consummation of the Transactions do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) except as created pursuant to the Security Documents, result in the creation of any Lien upon any of the Synodys Companies’ capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Authority pursuant to, the Charter Documents of any of the Synodys Companies, or any law, statute, rule or regulation to which any of the Synodys Companies is subject, or any agreement, instrument, order, judgment or decree to which any of the Synodys Companies is a party or to which they or their assets are subject.

          (g) Governmental Approvals. Except as specifically provided by the Transaction Documents, no registration with or consent or approval of, or other action by, any Governmental Authority is or will be required in connection with the consummation of the Transactions by the Loan Parties and Topco.

          (h) Enforceability. This Agreement constitutes, and each of the other Transaction Documents when duly executed and delivered by each of the Loan Parties who are parties thereto will constitute, legal, valid and binding obligations of each of the Loan Parties enforceable in accordance with their respective terms.

          (i) No Material Adverse Change. Since June 30, 2003, there has been no Material Adverse Change.

          (j) Litigation. Except as described in the “Litigation Schedule” attached hereto as Schedule 5.1(j), there are no actions, suits or proceedings at law or in equity or by or before any arbitrator or any Governmental Authority now pending or, to the best knowledge of the Loan Parties’ and Topco’s management after due inquiry, threatened against or filed by or affecting any of the Synodys Companies or any of their directors or officers or the businesses, assets or rights of any of the Synodys Companies. The Synodys Companies and their directors or officers shall promptly provide Agent with a copy of all pleadings of all lawsuits filed against others and, in the case of other actions, a letter stating the nature of such suits and a copy of all pleadings.

          (k) Compliance with Laws. The Synodys Companies are not in violation in any material respect of any applicable Law. The Synodys Companies are not in default with respect to any judgment, order, writ, injunction, decree, rule or regulation of any Governmental Authority. The Synodys Companies are not in, and the consummation of the Transactions will not cause any, default concerning any judgment, order, writ, injunction or decree of any Governmental Authority, and there is no investigation, enforcement action or regulatory action pending or threatened against or affecting any of the Synodys Companies by any Governmental Authority, except as set forth on the Litigation Schedule. Except as set forth in the Litigation Schedule, there is no remedial or other corrective action that any of the Synodys Companies is required to take to remain in compliance with any judgment, order, writ, injunction or decree of any Governmental Authority or to maintain any material permits, approvals or licenses granted by any Governmental Authority in full force and effect. During the past ten (10) years, none of the officers, directors or management

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of any of the Synodys Companies has been arrested or convicted of any material crime nor has any of them been bankrupt or an officer or director of a bankrupt company.

          (l) Environmental Protection. Except as specified in “Environmental Schedule” attached hereto as Schedule 5.1(l) and after giving effect to the Transactions: (i) the business of the Synodys Companies, the methods and means employed by the Synodys Companies in the operation thereof (including all operations and conditions at or in the properties of the Synodys Companies), and the assets owned, leased, managed, used, controlled, held or operated by the Synodys Companies, comply in all material respects with all applicable Environmental Laws; (ii) with respect to the Properties and Facilities, and except as disclosed in the Environmental Schedule, the Synodys Companies have obtained, possess, and are in full compliance with all permits, licenses, reviews, certifications, approvals, registrations, consents, and any other authorizations required under any Environmental Laws; (iii) the Synodys Companies have not received (x) any claim or notice of violation, lien, complaint, suit, order or other claim or notice to the effect that the Synodys Companies are or may be liable to any Person as a result of (A) the environmental condition of any of their Properties or any other property, or (B) the release or threatened release of any Pollutant, or (y) any letter or request for information under Section 104 of the CERCLA, or other comparable state laws, and to the best of the any of Loan Parties’ and Topco’s knowledge, none of the operations of the Synodys Companies is the subject of any investigation by a Governmental Authority evaluating whether any remedial action is needed to respond to a release or threatened release of any Pollutant at the Properties and Facilities or at any other location, including any location to which the Synodys Companies have transported, or arranged for the transportation of, any Pollutants with respect to the Properties and Facilities; (iv) except as disclosed in the Environmental Schedule, neither the Synodys Companies nor any prior owner or operator has incurred in the past, or is now subject to, any Environmental Liabilities; (v) except as disclosed in the Environmental Schedule, there are no Liens, covenants, deed restrictions, notice or registration requirements, or other limitations applicable to the Properties and Facilities, based upon any Environmental Laws or other legal obligations; (vi) there are no USTs located in, at, on, or under the Properties and Facilities other than the USTs identified in the Environmental Schedule as USTs; and each of those USTs is in full compliance with all Environmental Laws and other legal obligations; and (vii) except as disclosed in the Environmental Schedule, there are no PCBs, lead paint, asbestos (of any type or form), or materials, articles or products containing PCBs, lead paint or asbestos, located in, at, on, under, a part of, or otherwise related to the Properties and Facilities (including, without limitation, any building, structure, or other improvement that is a part of the Properties and Facilities), and all of the PCBs, lead paint, asbestos, and materials, articles and products containing PCBs, lead paint or asbestos identified in the Environmental Schedule are in full compliance with all Environmental Laws and other legal obligations.

          (m) Legal Investments; Use of Proceeds. The Loan Parties will use the proceeds from the sale of the Notes to pay a portion of the purchase consideration for the Acquisition. The Loan Parties are not engaged in the business of extending credit for the purpose of purchasing or carrying any “margin stock” or “margin security” (within the meaning of Regulations T, U or X issued by the Board of Governors of the Federal Reserve System), and no proceeds of the sale of the Notes will be used to purchase or carry any margin stock or margin security or to extend credit to others for the purpose of purchasing or carrying any margin stock or margin security.

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          (n) Taxes. Each of the Synodys Companies has filed or caused to be filed all Federal, state, local and other tax returns that are required to be filed by it, and has paid or caused to be paid all taxes shown to be due and payable on such returns or on any assessments received by it, including payroll taxes.

          (o) Labor and Employment. The Synodys Companies are and each of their Plans are in compliance in all material respects with those provisions of ERISA, the Code, the Age Discrimination in Employment Act, and the regulations and published interpretations thereunder that are applicable to the Synodys Companies or any such Plan. As of the date hereof, no Reportable Event has occurred with respect to any Plan as to which any of the Synodys Companies are or were required to file a report with the PBGC. No Plan has any material amount of unfunded benefit liabilities (within the meaning of Section 4001(a)(18) of ERISA) or any accumulated funding deficiency (within the meaning of Section 302(a)(2) of ERISA), whether or not waived, and neither the Synodys Companies nor any member of the Controlled Group has incurred or expects to incur any material withdrawal liability under Subtitle E of Title IV of ERISA to a Multiemployer Plan. The Synodys Companies are in compliance in all material respects with all labor and employment laws, rules, regulations and requirements of all applicable domestic and foreign jurisdictions. There are no pending or threatened labor disputes, work stoppages or strikes.

          (p) Investment Company Act; Public Utility Holding Company Act. None of the Synodys is (i) an “investment company” or “controlled” by an investment company within the meaning of the Investment Company Act of 1940, as amended, or (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, as amended.

          (q) Properties; Security Interests. The Synodys Companies have good and marketable title to, or valid leasehold interests in, all of the material assets and properties used or useful by the Synodys Companies in the Business (collectively, the “Properties and Facilities”), subject to no Liens except for Permitted Liens. All of the Properties and Facilities are in good repair, working order and condition and all such assets and properties are owned by the Synodys Companies free and clear of all Liens except for Permitted Liens. The Properties and Facilities constitute all of the material assets, properties and rights of any type used in or necessary for the conduct of the Business. The Security Agreement creates and grants to Agent a valid and perfected security interest in all the collateral thereunder, subject only to Permitted Liens. Except as specified in Schedule 5.1(q), the Synodys Companies do not own any real estate. All real estate leased by any of the Synodys Companies is listed on the “Properties Schedule,” attached hereto as Schedule 5.1(q).

          (r) Intellectual Property; Licenses. Each of the Synodys Companies possesses all Proprietary Rights necessary to conduct the Business as heretofore conducted or as proposed to be conducted by it. All Proprietary Rights registered in the name of any of the Synodys Companies and applications therefor filed by any of the Synodys Companies are listed on the “Intellectual Property Schedule,” attached hereto as Schedule 5.1(r). No event has occurred that permits, or after notice or lapse of time or both would permit, the revocation or termination of any of the foregoing, which taken in isolation or when considered with all other such revocations or terminations could have a Material Adverse Effect. None of the Property Rights owned by or used

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under license by any Synodys Company infringes, misappropriates or conflicts with any Proprietary Rights or other rights of any other Person; no products or services sold by any Synodys Company in connection with the Business is infringing on, misappropriating or making any unlawful or unauthorized use of any Proprietary Rights or other rights of another Person; and no other Person is infringing upon, misappropriating or making any unlawful or unauthorized use of any Proprietary Rights of any Synodys Company. None of the Loan Parties has notice or knowledge of any facts or any past, present or threatened occurrence that could preclude or impair the Synodys Companies’ ability to retain or obtain any authorization necessary for the operation of the Business.

          (s) Solvency. After giving effect to the Transactions, (i) the fair value of the assets of the Loan Parties, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise, (ii) the present fair saleable value of the property of the Loan Parties will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (iii) the Loan Parties will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (iv) the Loan Parties will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

          (t) Complete Disclosure. All factual information furnished by or on behalf of the Loan Parties to Agent for purposes of or in connection with this Agreement or the Transactions is, and all other such factual information hereafter furnished by or on behalf of the Loan Parties will be, true and accurate in all material respects on the date as of which such information is furnished and not incomplete by omitting to state any fact necessary to make such information not misleading at such time in light of the circumstances under which such information was provided.

          (u) Side Agreements. Neither the Synodys Companies nor any Affiliate of the Synodys Companies nor any director, officer or employee of the Synodys Companies or any of their Affiliates, respectively, has entered into, as of the date hereof, any side agreement, either oral or written, with any individual or business, pursuant to which the director, officer, employee, Synodys Companies or Affiliate agreed to do anything beyond the requirements of the formal, written contracts executed by the Synodys Companies and disclosed to Purchasers and Agent herein.

          (v) Broker’s or Finder’s Commissions. No broker’s or finder’s or placement fee or commission will be payable to any broker or agent engaged by the Loan Parties or any of their officers, directors or agents with respect to the issuance and sale of the Notes or the transactions contemplated by this Agreement, including without limitation the Transactions, except for fees payable to ACFS, Purchasers and Agent. The Loan Parties and Topco agree to indemnify Agent and Purchasers and to hold them harmless from and against any claim, demand or liability for broker’s or finder’s or placement fees or similar commissions, whether or not payable by the Loan Parties, alleged to have been incurred in connection with such transactions, other than any broker’s or finder’s fees payable to Persons engaged by Agent or Purchasers without the knowledge of the Loan Parties.

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          (w) Absence of Undisclosed Liabilities. Except as set forth on Schedule 5.1(w), the Synodys Companies have no liabilities or obligations, either accrued, absolute, contingent or otherwise, except:

     (i) those liabilities or obligations set forth on the Financial Statements and not heretofore paid or discharged,

     (ii) liabilities arising in the ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed on the schedules or not required to be disclosed because of the term or amount involved or otherwise, and

     (iii) those liabilities or obligations (including those relating to foreign exchange purchasing contracts) incurred, consistently with past business practice, in or as a result of the normal and ordinary course of business.

          (x) Accuracy of Information. None of the Purchase Documents nor any other information furnished to any of the Purchasers by any of the Loan Parties and any of their Affiliates in connection with the Transactions contains any untrue statement of material fact or omits to state any material fact necessary to make the statements contained therein not misleading.

          (y) OFAC; USA PATRIOT Act. No Synodys Company nor any Affiliate of any Synodys Company is (i) a country, territory, organization, person or entity named on an Office of Foreign Asset Control (OFAC) list, (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; or (iii) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns.

          5.2 Absolute Reliance on the Representations and Warranties. All representations and warranties contained in this Agreement and any financial statements, instruments, certificates, schedules or other documents delivered in connection herewith, shall survive the execution and delivery of this Agreement, regardless of any investigation made by Agent or Purchasers or on Agent’s or Purchasers’ behalf.

ARTICLE 6
TRANSFER OF SECURITIES

          6.1 Restricted Securities. Purchasers acknowledge that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, and that the Loan Parties are not required to register any of the Notes under the Securities Act.

          6.2 Legends; Purchaser’s Representations. Each of the Purchasers hereby represents and warrants to the Loan Parties that it is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act and is acquiring the Notes for investment for its own account,

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with no present intention of dividing its participation with others (except for a potential transfer or transfers of the Notes to an Affiliate or Affiliates of Purchasers) or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Loan Parties may place an appropriate legend on the Notes owned by Purchasers concerning the restrictions set forth in this Article 6. Upon the assignment or transfer by Purchasers or any of its successors or assignees of all or any part of the Notes, the term “Purchaser” as used herein shall thereafter mean, to the extent thereof, the then holder or holders of such Notes, or portion thereof.

          6.3 Transfer of Notes. Subject to Section 6.2 hereof, a holder of a Note may transfer such Note to a new holder, or may exchange such Note for Notes of different denominations (but in no event of denominations of less than $100,000 in original principal amount), by surrendering such Note to the Loan Parties duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new holder (or the current holder if submitted for exchange only), together with written instructions for the issuance of one or more new Notes specifying the respective principal amounts of each new Note and the name of each new holder and each address therefor. The Loan Parties shall simultaneously deliver to such holder or its designee such new Notes, shall mark the surrendered Notes as canceled and shall provide notice of such transfer to Agent. In lieu of the foregoing procedures, a holder may assign a Note (in whole but not in part) to a new holder by sending written notice to the Loan Parties and Agent of such assignment specifying the new holder’s name and address; in such case, the Loan Parties shall promptly acknowledge such assignment in writing to both the old and new holder.

          6.4 Replacement of Lost Securities. Upon receipt of evidence reasonably satisfactory to the Loan Parties of the mutilation, destruction, loss or theft of any Notes and the ownership thereof, the Loan Parties shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed, lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Notes being replaced have been mutilated, they shall be surrendered to the Loan Parties; and if such replaced Notes have been destroyed, lost or stolen, such holder shall furnish the Loan Parties with an indemnity in writing to save it harmless in respect of such replaced Note.

          6.5 No Other Representations Affected. Nothing contained in this Article 6 shall limit the full force or effect of any representation, agreement or warranty made herein or in connection herewith to Purchaser.

ARTICLE 7
COVENANTS

          7.1 Affirmative Covenants. The Loan Parties, jointly and severally, covenant that, so long as all or any of the principal amount of the Notes or any interest thereon shall remain outstanding the Loan Parties shall, and Topco covenants to cause each of its Subsidiaries to:

          (a) Existence. Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence.

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          (b) Businesses and Properties; Compliance with Laws. At all times (i) do or cause to be done all things necessary to preserve, renew and keep in full force and effect the rights, licenses, registrations, permits, certifications, approvals, consents, franchises, patents, copyrights, trademarks and trade names, and any other trade names that may be material to the conduct of their businesses; (ii) comply in all material respects with all laws and regulations applicable to the operation of such business, including but not limited to, all Environmental Laws, whether now in effect or hereafter enacted and with all other applicable laws and regulations; (iii) take all action that may be required to obtain, preserve, renew and extend all rights, patents, copyrights, trademarks, tradenames, franchises, registrations, certifications, approvals, consents, licenses, permits and any other authorizations that may be material to the operation of such business; (iv) maintain, preserve and protect all property material to the conduct of such business; and (v) except for obsolete or worn out equipment, keep their property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times.

          (c) Insurance. (i) Within forty-five (45) days after the Closing Date, Topco shall deliver to Agent evidence of a directors and officers insurance policy issued by a carrier reasonably acceptable to Agent insuring the directors and officers of Topco and its Subsidiaries; (ii) maintain insurance required by the Purchase Documents and any and all contracts entered into by the Synodys Companies, including but not limited to: (a) coverage on their insurable properties (including all inventory, equipment and real property) against the perils of fire, theft and burglary; (b) public liability; (c) workers’ compensation; (d) business interruption; (e) product liability; and (f) such other risks as are customary with companies similarly situated and in the same or similar business as that of the Synodys Companies under policies issued by financially sound and reputable insurers in such amounts as are customary with companies similarly situated and in the same or similar business. Each of the Synodys Companies shall pay all insurance premiums payable by it and shall deliver the policy or policies of such insurance (or certificates of insurance with copies of such policies) to Purchaser. All insurance policies of the Synodys Companies shall contain endorsements, in form and substance reasonably satisfactory to Agent, providing that the insurance shall not be cancelable except upon thirty (30) days’ prior written notice to Agent. Agent, on behalf of Purchasers, shall be shown as a loss payee and an additional named insured party under all such insurance policies.

          (d) Obligations and Taxes. Pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon them or upon their income or profits or in respect of their properties before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, might give rise to Liens or charges upon such properties or any part thereof; provided, however, that the Synodys Companies shall not be required to pay and discharge or to cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Synodys Companies shall have set aside on their books adequate reserves with respect thereto.

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          (e) Financial Statements; Reports. Furnish to Agent:

     (i) Annual Statements. Within ninety (90) days after the end of each fiscal year, a balance sheet and statements of operations, stockholders’ equity and cash flows of the Synodys Companies showing the financial condition of the Synodys Companies as of the close of such year and the results of operations during such year, all of the foregoing financial statements to be audited by a firm of independent certified public accountants of recognized national standing acceptable to Agent and accompanied by an opinion of such accountants without material exceptions or qualifications. Additionally, such financial statements shall be accompanied by a certificate of such accountants (which shall not contain any qualification exception or scope limitation not acceptable to Agent) stating that in the course of its regular audit of the business of the Synodys Companies, which audit was conducted in accordance with GAAP, no Default or Event of Default relating to financial and accounting matters has come to their attention, or if any Default or Event of Default exists, a statement as to the nature thereof.

     (ii) Monthly Statements. Within thirty (30) calendar days after the end of each calendar month, financial statements (including a balance sheet and cash flow and income statements) showing the financial condition and results of operations of the Synodys Companies as of the end of each such month and for the then elapsed portion of the current fiscal year, together with comparisons to the corresponding periods in the preceding year and the budget for such periods, accompanied by a certificate of an officer that such financial statements have been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.

     (iii) Format; Management Report; Certificate of Compliance. Each balance sheet, operations statement and cash flow statement furnished to Agent or Purchasers pursuant to subsections (i) and (ii) of this 7.1(e) will be furnished by an electronic means in Excel spreadsheet format containing such line items and other formatting requirements as may be specified by Agent. Each financial statement furnished to Agent pursuant to subsections (i) and (ii) of this Section 7.1(e) shall be accompanied by (A) a written narrative report by the management of the Synodys Companies explaining material developments and trends in the Business and such financial statements and (B) a written certificate signed by Topco’s chief financial officer to the effect that no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Synodys Companies to remedy the same, and a compliance certificate in the form of Exhibit E showing the Synodys Companies’ compliance with the covenants set forth in Section 7.3.

     (iv) Accountant Reports. Promptly upon the receipt thereof, copies of all reports, if any, submitted to the Synodys Companies by independent certified public accountants in connection with each annual, interim or special audit or review of

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the financial statements of the Synodys Companies made by such accountants, including but not limited to, any comment letter submitted by such accountants to management in connection with any annual review.

     (v) Projections. As soon as available, but in no event later than April 15 of each year, a projection of the Synodys Companies’ balance sheet, and income, retained earnings and cash flow statements, respectively, for the following four (4) fiscal years (provided that for the first fiscal year the foregoing information shall be provided on a monthly basis) and comparable actual and budgeted figures for the current year; and within ten (10) days after any material update or amendment of any such plan or forecast, a copy of such update or amendment, including a description of and reasons for such update or amendment. Each such projection, update or amendment shall be accompanied by a written certificate signed by Topco’s chief financial officer to the effect that it has been prepared on the basis of the Synodys Companies’ historical financial statements and records, together with the assumptions set forth in such projection and that it reflects expectations, after reasonable analysis, of the Synodys Companies’ management as to the matters set forth therein.

     (vi) Additional Information. Promptly, from time to time, such other information regarding the compliance by Topco and the Loan Parties with the terms of this Agreement and the other Purchase Documents or the affairs, operations or condition (financial or otherwise) of the Synodys Companies as Agent or Required Purchasers may reasonably request and that is capable of being obtained, produced or generated by Topco and the Loan Parties or of which Topco and the Loan Parties have knowledge.

     (f) Litigation and Other Notices. Give Agent prompt written notice of the following:

     (i) Orders; Injunctions. The issuance by any court or governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of any loan or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint.

     (ii) Litigation. The notice, filing or commencement of any action, suit or proceeding against any of the Synodys Companies whether at law or in equity or by or before any court or any Federal, state, municipal, foreign or other governmental agency or authority and that, if adversely determined against any of the Synodys Companies, could resulted in uninsured liability in excess of $100,000 in the aggregate.

     (iii) Environmental Matters. (A) Any release or threatened release of any Pollutant required to be reported to any Federal, state, local or other governmental or regulatory agency under any applicable Environmental Laws, (B) any Removal, Remedial or Response action taken by any of the Synodys Companies or any other person in response to any Pollutant in, at, on or under, a part of or about any of the

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Synodys Companies’ properties or any other property, (C) any violation by any of the Synodys Companies of any Environmental Law, in each case, that could result in a Material Adverse Effect, or (D) any notice, claim or other information that any of the Synodys Companies might be subject to an Environmental Liability.

     (iv) Default. Any Default or Event of Default, specifying the nature and extent thereof and the action (if any) that is proposed to be taken with respect thereto.

     (v) Material Adverse Effect. Any development in the business or affairs of any of the Synodys Companies that could have a Material Adverse Effect.

     (vi) Board Meetings. Written notice of each regular meeting of each of the Synodys Company’s Board of Directors at least thirty (30) days in advance of such meeting and prior written notice of each special meeting of the Synodys Company’s Board of Directors at least seven (7) days in advance of such meeting, but in any case such notice shall be delivered no later than the date on which the members of the Board of Directors are notified of such meeting. In addition, the Synodys Companies will send Agent copies of all reports and materials provided to members of the Board of Directors at meetings or otherwise.

          (g) ERISA. Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating thereto and furnish to Agent, and if requested by them in writing, furnish to Purchasers, (i) as soon as possible, and in any event within thirty (30) days after knowing or having reason to know thereof, notice of (A) the establishment by the Synodys Companies of any Plan, (B) the commencement by the Synodys Companies of contributions to a Multiemployer Plan, (C) any failure by the Synodys Companies or any of their ERISA Affiliates to make contributions required by Section 302 of ERISA (whether or not such requirement is waived pursuant to Section 303 of ERISA), or (D) the occurrence of any Reportable Event with respect to any Plan or Multiemployer Plan for which the reporting requirement is not waived, together with a statement of an officer setting forth details as to such Reportable Event and the action that the Synodys Companies propose to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if any such notice was provided by the Synodys Companies, and (ii) promptly after receipt thereof, a copy of any notice the Synodys Companies may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Multiemployer Plan, or to appoint a trustee to administer any Plan or Multiemployer Plan, and (iii) promptly after receipt thereof, a copy of any notice of withdrawal liability from any Multiemployer Plan.

          (h) Maintaining Records; Access to Premises and Inspections. Maintain financial records in accordance with generally accepted practices and, upon reasonable notice, at all reasonable times and as often as Agent or any Purchasers may reasonably request (and at any time after the occurrence and during the continuation of a Default or Event of Default), permit any authorized representative designated by Agent to visit and inspect the properties and financial records of the Synodys Companies and to make extracts from such financial records, all at the Synodys Companies’ reasonable expense, and permit any authorized representative designated by Agent or any Purchasers to discuss the affairs, finances and condition of the Synodys Companies

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with the Synodys Companies’ chief financial officers and such other officers as the Synodys Companies shall deem appropriate, and the Synodys Companies’ independent public accountants.

          (i) Board of Directors.

               (i) The Borrower’s Board of Directors shall be identical in composition to the Board of Directors of Topco and shall meet at least once per calendar quarter.

               (ii) The Boards of Directors of each of Borrower’s domestic Subsidiaries shall be identical to the Board of Directors of Borrower, both in terms of their general composition and the formation and composition of any committees thereof.

               (iii) Members of the Board of Directors of Borrower or any Subsidiary thereof shall be reimbursed by Borrower for reasonable out of pocket expenses incurred in connection with attendance at Board of Directors, committee and stockholder meetings.

               (iv) Borrower hereby agrees that, notwithstanding the fiduciary duties a director may have as a director of Borrower, a director or any observer described in this Section 7.1(i) may share with Agent or any Purchaser and such Purchaser’s legal and financial advisors any confidential information related to the business and operations of the Borrower disclosed to him during the exercise of his duties as a director of Borrower and its Subsidiaries or his participation as an observer to the Board of Directors of Borrower and its Subsidiaries, as the case may be, unless such Board of Directors specifically directs that such confidential information not be so disclosed.

          (j) Future Financings. The Synodys Companies shall give to Agent and Purchasers an opportunity to participate in any future financings of the Synodys Companies.

          7.2 Negative Covenants. The Loan Parties, jointly and severally, covenant that, and Topco shall cause that, so long as all or any part of the principal amount of the Notes or any interest thereon shall remain outstanding:

          (a) Indebtedness. None of the Synodys Companies shall create, incur, assume guarantee or be or remain liable for, contingently or otherwise, or suffer to exist any Indebtedness, except:

     (i) Indebtedness under this Agreement;

     (ii) Indebtedness incurred in the ordinary course of business with respect to customer deposits, trade payables and other unsecured current liabilities not the result of borrowing and not evidenced by any note or other evidence of indebtedness;

     (iii) Indebtedness under the BNP Agreement;

     (iv) Indebtedness and obligations owing under Hedge Agreements; and

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     (v) Indebtedness listed on the Permitted Indebtedness Schedule attached hereto as Schedule 7.2(a).

          (b) Negative Pledge; Liens. The Synodys Companies shall not create, incur, assume or suffer to exist any Lien of any kind on any of their properties or assets of any kind, except the following (collectively, “Permitted Liens”):

     (i) Liens for or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic’s, warehousemen’s, attorneys’ and statutory landlords’ Liens) and deposits and pledges incurred in the ordinary course of business and not in connection with the borrowing of money; provided, however, that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and adequate reserves have been set up by the Synodys Companies as the case may be; and provided, further, that the Lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Purchasers, unreasonably jeopardized thereby;

     (ii) Liens securing the payments of taxes, assessments and governmental charges or levies incurred in the ordinary course of business that either (a) are not delinquent, or (b) are being contested in good faith by appropriate legal or administrative proceedings and as to which adequate reserves have been set aside on their books, and so long as during the period of any such contest, the Synodys Companies shall suffer no loss of any privilege of doing business or any other right, power or privilege necessary or material to the operation of the Business;

     (iii) Liens listed on the “Permitted Encumbrances Schedule” attached hereto as Schedule 7.2(b);

     (iv) Liens granted pursuant to the BNP Agreement;

     (v) Liens in favor of a provider of a Hedge Agreement; and

     (vi) Extensions, renewals and replacements of Liens referred to in clauses (i) through (v) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced.

          (c) Contingent Liabilities. The Synodys Companies shall not become liable for any Guaranties, except for the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

          (d) Leases. At no point shall the sum of the aggregate amount of annualized payments on operating leases by the Synodys Companies during any Fiscal Year exceed $250,000.

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          (e) Mergers, etc. The Synodys Companies shall not merge into or consolidate or combine with any other Person, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all or any part of the property or assets of any Person other than purchases or other acquisitions of inventory, materials, leases, property and equipment in the ordinary course of business. Except as expressly permitted by the Security Documents, the Synodys Companies shall not sell, transfer or otherwise dispose of any of their assets, including the collateral under the respective Security Documents.

          (f) Affiliate Transactions. The Synodys Companies shall not make any loan or advance to any director, officer or employee of the Synodys Companies or any Affiliate, or enter into or be a party to any transaction or arrangement with any Affiliate of the Synodys Companies, including, without limitation, the purchase from, sale to or exchange of property with, any merger or consolidation with or into, or the rendering of any service by or for, any Affiliate, except (i) pursuant to the Intercompany Loan, (ii) pursuant to the reasonable requirements of the Synodys Companies’ Business and upon fair and reasonable terms no less favorable to the Synodys Companies than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, (iii) payment of the Management Fee and of other fees payable pursuant to Section 4.1(g), (v) payment of directors’ fees to non-officer directors not to exceed $20,000 a year in the aggregate, and (iv) payment of reasonable expenses (including legal, accounting, and professional fees) of ACAS and its affiliates incurred in connection with the Acquisition and the transactions contemplated herein and in connection with ACAS’s management of its investment in the Synodys Companies and its Affiliates.

          (g) Dividends and Stock Purchases. The Synodys Companies shall not directly or indirectly: declare or pay any dividends or make any distribution of any kind on their outstanding capital stock or any other payment of any kind to any of their stockholders or its Affiliates (including any redemption, purchase or acquisition of, whether in cash or in property, securities or a combination thereof, any partnership interests or capital accounts or warrants, options or any of their other securities), or set aside any sum for any such purpose other than for such dividends, distributions or payments paid solely to other Synodys Companies; provided, however, that this Section 7.2(g) shall not apply to (i) payment of the Management Fee and of other fees pursuant to Section 4.1(g) and (ii) redemptions and other purchases of capital stock pursuant to any stockholders agreement of Topco in effect from time to time.

          (h) Advances, Investments and Loans. The Synodys Companies shall not purchase, or hold beneficially any stock, other securities or evidences of Indebtedness of, or make or permit to exist any loan, Guaranty or advance to, or make any investment or acquire any interest whatsoever in, any other Person (including, but not limited to, the formation or acquisition of any Subsidiaries), except:

     (i) Securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than six (6) months from the date of acquisition;

     (ii) United States dollar-denominated time deposits, certificates of deposit and bankers acceptances of any bank or any bank whose short-term debt rating from Standard & Poor’s Ratings Group, a division of The McGraw-Hill

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Companies, Inc. (“S&P”), is at least A-1 or the equivalent or whose short-term debt rating from Moody’s Investors Service, Inc. (“Moody’s”) is at least P-1 or the equivalent with maturities of not more than six months from the date of acquisition;

     (iii) Commercial paper with a rating of at least A-1 or the equivalent by S&P or at least P-1 or the equivalent by Moody’s maturing within six months after the date of acquisition;

     (iv) Marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

     (v) Investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (iv) above;

     (vi) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

     (vii) Receivables owing to the Synodys Companies created or acquired in the ordinary course of business and payable on customary trade terms of the Synodys Companies;

     (viii) Deposits made in the ordinary course of business consistent with past practices to secure the performance of leases or in connection with bidding on government contracts;

     (ix) Advances to employees in the ordinary course of business for business expenses; provided, however, that the aggregate amount of such advances at any time outstanding shall not exceed $20,000;

     (x) Securities issued by other Synodys Companies;

     (xi) Investments in forward exchange contracts related to foreign currencies in the ordinary course of business consistent with past practice;

     (xii) Investments pursuant to the Intercompany Loan;

     (xiii) Investments in Hedging Agreements; and

     (xiv) The provisions of clauses (i) through (xiv) above shall apply to debt instruments and securities, whether denominated in United States dollars or in Euros, issued, as applicable, by a state that was a member of the European Union prior to May 1, 2004 or an issuer located in any such member, mutatis mutandis.

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          (i) Use of Proceeds. The Synodys Companies shall not use any proceeds from the sale of the Notes hereunder, directly or indirectly, for the purposes of purchasing or carrying any “margin securities” within the meaning of Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve Board or for the purpose of arranging for the extension of credit secured, directly or indirectly, in whole or in part by collateral that includes any “margin securities.”

          (j) Stock Issuances. Except pursuant to the Option Plan, the Synodys Companies shall not issue any capital stock or other equity interests or any options or warrants to purchase, or securities convertible into capital or equity interests or establish any stock appreciation rights or similar programs based on the value of the Synodys Companies’ equity interests.

          (k) Amendment of Charter Documents. The Synodys Companies shall not amend, terminate, modify or waive or agree to the amendment, modification or waiver of any material term or provision of their respective Charter Documents, or Bylaws.

          (l) Subsidiaries. None of the Synodys Companies shall establish or acquire any Subsidiary unless approved by Agent and, if so requested by Agent, such Subsidiary becomes a Loan Party.

          (m) Business. None of the Synodys Companies shall engage, directly or indirectly, in any business other than the Business.

          (n) Fiscal Year; Accounting. None of the Synodys Companies shall change its Fiscal Year from ending on June 30 or method of accounting (other than immaterial changes in methods), except as required by GAAP.

          (o) Establishment of New or Changed Business Locations. None of the Synodys Companies shall relocate its principal executive offices or other facilities or establish new business locations or store any inventory or other assets at a location not identified to Agent on or before the date hereof, without providing not less than thirty (30) days advance written notice to Agent.

          (p) Changed or Additional Business Names. None of the Synodys Companies shall change its corporate name, establish new or additional trade names or change its state of organization without providing not less than thirty (30) days advance written notice to Agent.

          7.3 Financial Covenants.

          (a) The Loan Parties, jointly and severally, covenant that, and Topco shall cause that, so long as all or any part of the principal amount of the Notes or any interest thereon shall remain outstanding, the Synodys Companies shall maintain, on a consolidated basis at the end of each three month period beginning September 30, 2004:

     (i) Minimum Fixed Charge Coverage Ratio. A minimum Fixed Charge Coverage Ratio of 1 to 1 (1:1);

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     (ii) Maximum Debt to EBITDA Ratio. A maximum Debt to EBITDA Ratio as set forth on Annex C hereto;

     (iii) Minimum Interest Coverage Ratio. A minimum Interest Coverage Ratio as set forth on Annex D hereto; and

     (iv) Minimum EBITDA. A minimum EBITDA as set forth on Annex E hereto.

          (b) So long as all or any part of the principal amount of the Notes or any interest thereon shall remain outstanding, the Loan Parties covenant that, and Topco shall cause that, the Synodys Companies shall not make or commit to make any payments in any Fiscal Year on account of Capital Expenditures that in the aggregate would cost more than:

Fiscal Year	Amount
2004 and Thereafter (provided covenant will be tested on each measurement date)	€2,000,000

Fifty percent (50%) of the amount of Permitted Capital Expenditures not utilized in any Fiscal Year may be carried forward, but may be expended only in the immediately succeeding Fiscal Year. The amount so carried forward shall only be used after utilization of all allowed amounts (without regard to such rollover) for Capital Expenditures in such succeeding Fiscal Year.

ARTICLE 8
EVENTS OF DEFAULT

          8.1 Events of Default. An Event of Default shall mean the occurrence of one or more of the following described events:

          (a) any Loan Party shall default in the payment of (i) interest on any Note within five (5) days after its due date or (ii) principal of any Notes when due, whether at maturity, upon notice of prepayment in accordance with Sections 3.5 or 3.6, upon any scheduled payment date, a mandatory prepayment date in accordance with Section 3.7 or by acceleration or otherwise;

          (b) any Synodys Company shall default under any agreement under which any Indebtedness in an aggregate principal amount of $200,000 or more is created in a manner entitling the holder of such Indebtedness to accelerate the maturity of such Indebtedness;

          (c) any representation or warranty herein made by any Loan Party or Topco, or any certificate or financial statement furnished pursuant to the provisions hereof, shall prove to have been false or misleading in any material respect as of the time made or furnished or deemed made or furnished;

          (d) any Loan Party or Topco shall default in the performance of any covenant, condition or provision of Section 7.1(h), 7.2 or 7.3;

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          (e) a default or event of default shall occur under any other Purchase Document, beyond any applicable notice or cure periods;

          (f) any Loan Party or Topco shall default in the performance of any other covenant, condition or provision of this Agreement, any Note or any other Purchase Document, and such default shall not be remedied to Agent’s or Required Purchasers’ satisfaction for a period of thirty (30) days of the earlier of (i) written notice from an Agent of such default or (ii) actual knowledge by any Loan Party or Topco of such default;

          (g) a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of any Synodys Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of any Synodys Company or for any substantial part of its property, or for the winding-up or liquidation of their affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) days;

          (h) any Synodys Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of any Synodys Company or for any substantial part of its property, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any action in furtherance of any of the foregoing;

          (i) both the following events shall occur: (i) a Reportable Event, the occurrence of which would have a Material Adverse Effect that could cause the imposition of a Lien under Section 4068 of ERISA, shall have occurred with respect to any Plan or Plans; and (ii) the aggregate amount of the then “current liability” (as defined in Section 412(l)(7) of the Code) of all accrued benefits under such Plan or Plans exceeds the then current value of the assets allocable to such benefits by more than $100,000 at such time;

          (j) a final judgment that with other undischarged final judgments against any Synodys Company, exceeds an aggregate of $100,000 (excluding judgments to the extent the applicable Synodys Company is fully insured or the deductible or retention limit does not exceed $100,000 and with respect to which the insurer has assumed responsibility in writing), shall have been entered against any Synodys Company if, within thirty (30) days after the entry thereof, such judgment shall not have been discharged or execution thereof stayed pending appeal, or if, within thirty (30) days after the expiration of any such stay, such judgment shall not have been discharged;

          (k) any Transaction Document or Security Document shall at any time after the Closing Date cease for any reason to be in full force and effect or shall cease to create perfected security interests in favor of Agent in the collateral subject or purported to be subject thereto, subject to no other Liens other than Permitted Liens, or such collateral shall have been transferred to any Person without the prior written consent of the holders of a majority in principal amount of the outstanding Notes; or

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          (l) a Change of Control shall have occurred.

          8.2 Consequences of Event of Default.

          (a) Bankruptcy. If an Event of Default specified in paragraphs (g) or (h) of Section 8.1 hereof shall occur, the unpaid balance of the Notes and interest accrued thereon and all other liabilities of the Loan Parties to the holders thereof hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or (except as expressly required hereby) notice of any kind, all of which are hereby expressly waived.

          (b) Other Defaults. If any other Event of Default shall occur, Required Purchasers may at their option, by written notice to the Loan Parties, declare the entire unpaid balance of the Notes, and interest accrued thereon and all other liabilities of the Loan Parties hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become immediately due and payable, without presentment, demand, protest or (except as expressly required hereby) notice of any kind, all of which are hereby expressly waived; provided, that in the case of a default specified in clause (ii) of paragraph (a) of Section 8.1 hereof shall occur, any holder of a Note as to which such Event of Default has occurred may declare the entire unpaid balance of such Note (but only such Note) and other amounts due hereunder and thereunder with regard to such Note to become immediately due and payable.

          (c) Penalty Interest. Following the occurrence and during the continuance of (i) any failure to pay interest on any Note on its scheduled due date or (ii) any Event of Default, the holders of the Notes shall be entitled to receive, to the extent permitted by applicable law, interest on the outstanding principal of, and premium and overdue interest, if any, on, the Notes at a rate per annum equal to the interest rate thereon (determined as provided in Section 3.1) plus two hundred and fifty (250) basis points.

          (d) Premium. In the event of any acceleration of Notes pursuant to Section 8.2(b) hereof, the Loan Parties shall also pay to Agent, for the ratable benefit of Purchasers, the prepayment premium that would otherwise be payable upon any voluntary prepayment of such Notes.

          (e) Security. Payments of principal of, and premium, if any, and interest on, the Notes and all other obligations of the Loan Parties under this Agreement or the Notes are secured pursuant to the terms of the Security Documents.

ARTICLE 9
THE AGENT

          9.1 Authorization and Action. Each Purchaser and each subsequent holder of any Note by its acceptance thereof, hereby designates and appoints ACFS as Agent hereunder and authorizes ACFS to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Purchase Documents, together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or otherwise exist for Agent. In performing its

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functions and duties hereunder, Agent shall act solely as agent for Purchasers and does not assume, nor shall be deemed to have assumed, any obligation or relationship of trust or agency with or for the Loan Parties, Topco or any of their respective successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement or applicable Laws. The appointment and authority of Agent hereunder shall terminate at the indefeasible payment in full of the Notes and related obligations.

          9.2 Delegation of Duties. Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

          9.3 Exculpatory Provisions. Neither Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct or, in the case of Agent, the breach of its obligations expressly set forth in this Agreement, unless such action was taken or omitted to be taken by Agent at the direction of the Required Purchasers), or (ii) responsible in any manner to any of the Purchasers for any recitals, statements, representations or warranties made by the Loan Parties or Topco contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of any of the Loan Parties or Topco to perform its respective obligations hereunder, or for the satisfaction of any condition specified in Article 4. Agent shall not be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of any of the Loan Parties or Topco.

          9.4 Reliance. Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by Agent. Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of the Required Purchasers or all of the Purchasers, as applicable, as it deems appropriate or it shall first be indemnified to its satisfaction by Purchasers; provided, that, unless and until Agent shall have received such advice, Agent may take or refrain from taking any action, as Agent shall deem advisable and in the best interests of Purchasers. Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Required Purchasers or all of the Purchasers, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers.

          9.5 Non-Reliance on Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by Agent or hereafter taken, including, without limitation, any review of the affairs of the Loan Parties, shall be

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deemed to constitute any representation or warranty by Agent. Each Purchaser represents and warrants to Agent that it has and will, independently and without reliance upon Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Loan Parties and made its own decision to enter into this Agreement.

          9.6 Agent in its Individual Capacity. Agent, and each of its Affiliates may make loans to, purchase securities from, provide services to, accept deposits from and generally engage in any kind of business with the Loan Parties or any Affiliate of the Loan Parties as though Agent were not Agent hereunder.

          9.7 Successor Agent. Agent may, upon forty-five (45) days’ notice to the Loan Parties and Purchaser, and Agent will, upon the direction of the Required Purchasers (other than Agent, in its individual capacity), resign as Agent. If Agent shall resign, then the Required Purchasers during such forty-five-day (45) period shall appoint a successor Agent and if the Required Purchasers direct Agent to resign, such direction shall include an appointment of a successor Agent. If for any reason no successor Agent is appointed by the Required Purchasers during such forty-five-day period, then effective upon the expiration of such forty-five-day period, Purchasers shall perform all of the duties of Agent hereunder and the Loan Parties shall make all payments in respect of the Notes directly to the applicable Purchaser and for all purposes shall deal directly with Purchasers. After any retiring Agent’s resignation hereunder as Agent, the provisions of Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

          9.8 Collections and Disbursements.

          (a) Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Purchase Documents with regard to the Notes, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days after request by the Required Purchasers.

          (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Purchase Documents, each Purchaser will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned.

          (c) All payments by Agent and Purchasers to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser in the Notes, in a manner customary to Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser at reasonable times during normal business hours, at such Purchaser’s sole expense. Agent may treat the payee of any Note as the holder thereof until written notice of the transfer

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thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser shall receive any payment in reduction of the Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchaser evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Purchaser shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amount.

          9.9 Reporting. During the term of this Agreement, Agent will promptly furnish each Purchaser with copies of all notices and financial statements of the Synodys Companies required to be delivered or obtained hereunder and such other financial statements and reports and other information in Agent’s possession as any Purchaser may reasonably request. Agent will immediately notify Purchasers when it receives actual knowledge of any Event of Default under the Purchase Documents.

          9.10 Consent of Purchasers.

          (a) Except as expressly provided herein, Agent shall have the sole and exclusive right to service, administer and monitor the Notes and the Purchase Documents related thereto, including, without limitation, the right to exercise all rights, remedies, privileges and options under this Agreement and under the other Purchase Documents. Notwithstanding the foregoing, each Purchaser shall make its own investment decision with regard to the Notes, including, without limitation, the credit judgment with respect to the purchasing of the Notes and the determination as to the basis on which and extent to which purchases of Notes may be made.

          (b) Notwithstanding anything to the contrary contained in Section 9.10(a) above, Agent shall not without the prior written consent of all Purchasers then holding Notes: (i) extend any payment date under the Notes, (ii) reduce any interest rate applicable to any of the Notes or any fee payable to Purchasers hereunder, (iii) waive any Event of Default under Section 8.1(a), (iv) compromise or settle all or a portion of the Indebtedness under the Notes, (v) release any obligor from the Indebtedness under the Notes except in connection with full payment and satisfaction of all Indebtedness under the Notes, (vi) amend the definition of Required Purchasers, or (vii) amend this Section 9.10(b).

          (c) Notwithstanding anything to the contrary contained in Section 9.10(a) above, and subject to any applicable limitation set forth in Section 9.10(b) above, Agent shall not, without the prior written consent of Required Purchasers: (i) waive any Event of Default; (ii) consent to any Synodys Companies’ taking any action that, if taken, would constitute an Event of Default under this Agreement or under any of the other Purchase Documents; or (iii) amend or modify or agree to an amendment or modification of this Agreement or other Purchase Documents.

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          (d) After an acceleration of the Indebtedness, Agent shall have the sole and exclusive right, after consultation (to the extent reasonably practicable under the circumstances) with all Purchasers and, upon written instruction from the Required Purchasers, to exercise or refrain from exercising any and all rights, remedies, privileges and options under this Agreement or the other Purchase Documents and available at law or in equity to protect the rights of Agent and Purchasers and collect the Indebtedness under the Notes, including, without limitation, instituting and pursuing all legal actions brought against any Loan Party or Topco or to collect the Indebtedness under the Notes, or defending any and all actions brought by any Loan Party or other Person; or incurring expenses or otherwise making expenditures to protect the collateral, the Notes or Agent’s or any Purchaser’s rights or remedies.

          9.11 This Article Not Applicable to Loan Parties. Except for this Section 9.11, this Article 9 is included in this Agreement solely for the purpose of determining certain rights as between Agent and Purchasers and does not create, nor shall it give rise to, any rights in or obligations on the part of the Synodys Companies and all rights and obligations of the Loan Parties and Topco (other than as specifically set forth herein) under this Agreement shall be determined by reference to the provisions of this Agreement other than this Article 9.

ARTICLE 10
PUT OPTION AND UNLOCKING RIGHTS

          10.1 Grant of Option. Topco hereby grants to each holder of Subject Securities (a “Holder”) an option to sell to Topco, and Topco is obligated to purchase from each Holder under such option (the “Put Option”), all (or such portion as is designated by any such Holder pursuant to Section 10.3 below) of the Subject Securities then owned by such Holder. The Put Option will be effective at any time and from time to time after the earliest to occur of (i) the fifth anniversary of the Closing Date, (ii) the date of the payment in full of the outstanding principal, interest and fees in respect of the Notes, (iii) a Change of Control.

          10.2 Put Price. In the event that any Holder exercises the Put Option, the price (the “Put Price”) to be paid to each such Holder pursuant to this Agreement will be the sum of the amount determined by multiplying the number of shares of Subject Securities (or, in the case of any Company Warrant, the number of shares of Underlying Common Stock into which such Company Warrant is convertible) for which the Put Option is being exercised (collectively, the “Put Shares”) by the Fair Market Value thereof.

          10.3 Exercise of Put Option. If any Holder elects to exercise its Put Option, such Holder shall give notice to Topco and each other Holder of such Holder’s election to exercise the Put Option, specifying, among other things, the date on which the Put Option Closing (as hereinafter defined) shall occur, which date shall not be less than twenty-one (21) days after the date of such notice. If a Holder receives such notice of another Holder’s exercise of such other Holder’s Put Option, the Holder receiving such notice may elect to exercise its Put Option and designate a Put Option Closing simultaneous with that of such other Holder by sending a notice in accordance with Section 10.1. Topco will provide each Holder desiring to exercise its Put Option with the name and address of each other Holder. Notwithstanding the foregoing, the right of each Holder to exercise its Put Option shall be an individual and separate right, and the exercise of any

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Put Option by any Holder shall not be conditioned upon the exercise by any other Holder of its Put Option.

          10.4 Certain Remedies. In the event that Topco defaults on its obligation to purchase all or any portion of the Put Shares upon exercise of the Put Option by any Holder, the Holder may elect, in addition to any other rights or remedies of such Holder, either to (i) rescind its exercise of the Put Option, in which case the Put Option will continue in full force and effect, or (ii) receive a promissory note, duly executed by Topco, payable to the Holder in the principal amount of the Put Price, which promissory note shall be on the same terms as the Junior Subordinated Notes hereunder; provided, however, that such note shall bear interest payable in cash on the outstanding principal thereof at a rate per annum equal to the Prime Rate, as such may adjust from time to time, plus three hundred (300) basis points per annum; provided, further, that Topco shall repay the unpaid principal balance of such note in full, together with all accrued and unpaid interest, fees and other amounts due thereunder, in sixty (60) consecutive equal monthly payments commencing on the first Business Day of the first full month following the execution of such note and there shall be no premium charged for prepaying such note.

          10.5 Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has notified Topco of such Holder’s intention to exercise the Put Option (a “Put Option Closing”) shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holder of the Put Share will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, Topco will deliver to the Holder the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by such Holder or, at the option of Holder in its sole discretion, a promissory note in form and with terms identical to those of the Senior Subordinated Notes, duly executed by the Loan Parties, payable to the Holder in the principal amount of the Put Price. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put Shares and the remaining amounts due shall be paid by delivery of a note in accordance with Section 10.4.

          10.6 Unlocking Rights. In the event that at any time after the date two (2) years from the Closing Date, Topco shall receive a bona fide third-party offer not solicited by any Purchaser or Agent (unless such solicitation occurred at the request of Topco) to purchase all or substantially all of the Common Stock or assets of Topco or to merge with Topco or for Topco or any other Synodys Company or Companies to engage in any similar transaction in a manner with no conditions that are unlikely to be satisfied prior to the proposed closing thereof that would cause Topco’s stockholders to receive cash or publicly-traded securities in exchange for their Common Stock (an “Unlocking Offer”) and a majority of the Holders shall have notified Topco that they support the Unlocking Offer, either (i) Topco shall accept such Unlocking Offer within ten (10) Business Days of receipt of notice of such Unlocking Offer or (ii) if Topco does not accept such Unlocking Offer, each Holder shall have the right to put all, but not less than all, of its Subject Securities to Topco in accordance with Section 10.1 at any time prior to the date that is thirty (30) days after the date Topco receives such Unlocking Offer, except that the Fair Market Value per share shall be deemed to be equal to the amount of such Unlocking Offer. Topco shall

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provide the Holders with prompt notice of its receipt of any Unlocking Offer and the material terms thereof.

ARTICLE 11
PURCHASE RIGHTS

          11.1 Limited Preemptive Rights. If after the date of this Agreement, Topco authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with the exercise of the Company Warrants, the issuance or exercise of Options issued pursuant to the Option Plan, an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of Change of Control) at any time that any Purchaser holds any Common Stock or Company Warrants, Topco will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock of Topco and Underlying Common Stock (without duplication) then held by such Purchaser by (ii) the number of shares of Common Stock outstanding (on a Fully Diluted Basis). For purposes of clause (ii) above, a share of Common Stock acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current Fair Market Value of a share of Common Stock. Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. Each Purchaser must exercise its purchase rights within twenty (20) days after receipt of written notice from Topco describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and each Purchaser’s percentage allotment. Upon the expiration of such period of twenty (20) days, Topco will be free to sell such stock or securities that Purchasers have not elected to purchase during the ninety (90) days following such expiration on terms and conditions no more favorable to purchasers thereof than those offered to Purchasers. Any stock or securities offered or sold by Topco after such ninety (90) day period must be reoffered to each Purchaser pursuant to the terms of this Section 11.1. Any stock or securities purchased by a Purchaser from Topco pursuant to this Section 11.1 shall, upon such purchase and thereafter be deemed to be Registrable Securities for all purposes of this Agreement.

          11.2 Termination. The provisions of Section 11.1 shall terminate upon the consummation of an underwritten public offering of Common Stock registered under the Securities Act with an investment banking firm of national reputation as managing underwriter.

ARTICLE 12
REGISTRATION RIGHTS

          12.1 Piggyback Registrations.

          (a) Whenever Topco proposes to register any of its securities under the Securities Act, if the registration statement proposed to be used by the Topco is not a registration statement on Form S-4 or S-8 (or any substitute form for comparable purposes that may be adopted by the Commission) or a registration statement filed in connection with an exchange offer or an offering of securities solely to Topco’s existing security holders and the registration form to be

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used may be used for the registration of Registrable Securities (a “Piggyback Registration”), Topco will give prompt written notice (in any event within three (3) Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities with respect of the proposed offering at least thirty (30) days before the initial filing with the SEC of such registration statement, and offer to include in such filing such Registrable Securities as any such holder may request. Each such holder of Registrable Securities desiring to have Registrable Securities registered under this Section 12.1 shall advise Topco in writing within fifteen (15) days after the date of receipt of such notice from Topco, setting forth the amount of such Registrable Securities for which registration is requested. Topco shall thereupon include in such filing the number of Registrable Securities for which registration is so requested, and shall use its best efforts to effect registration under the Securities Act of such Registrable Securities.

          (b) The registration expenses of the holders of Registrable Securities will be paid by Topco in all Piggyback Registrations to the extent provided in Section 12.6.

          (c) If a Piggyback Registration is an underwritten primary registration on behalf of holders of Topco’s securities, and the managing underwriters advise Topco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to Topco, Topco will include in such registration: (i) first, the securities Topco proposes to sell, (ii) second, the Registrable Securities and any other securities requested to be included in such registration, pro rata among the holders of such Registrable Securities and the holders of such other securities on the basis of the number of shares owned by each such holder..

          (d) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Topco’s securities, and the managing underwriters advise Topco in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, Topco will include in such registration (A) first, any Registrable Securities requested to be included in such registration, (B) second, the securities requested to be included in such registration pursuant to any stockholders agreement of Topco and not described in clause (A), pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, and (C) third other securities requested to be included in such registration.

          (e) If the managing underwriters in either an underwritten primary or secondary registration advise Topco in writing that in their opinion the relationship to Topco (i.e., as officers, directors or stockholders) of the selling stockholders holding Registrable Securities requested to be included in the registration statement will adversely effect an orderly sale of Registrable Securities within a price range acceptable to Topco or the holders initially requesting such registration, Topco may exclude from such registration such amount up to all of such Registrable Securities of such selling stockholders as the managing underwriters determine are desirable to complete such an orderly sale.

          (f) If any Piggyback Registration is an underwritten offering, the selection of investment banker(s) and manager(s) for the offering must be approved by the holders of a

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majority of the Registrable Securities who request to be included in such Piggyback Registration. Such approval will not be unreasonably withheld.

          (g) If Topco has previously filed a registration statement with respect to Registrable Securities pursuant to this Section 12.1, and if such previous registration has not been withdrawn or abandoned, Topco will not file a registration statement or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 180 days has elapsed from the effective date of such previous registration.

          12.2 Demand Registration Rights.

          (a) If, at any time after Topco has filed any registration statement under the Securities Act or the Securities Exchange Act, except with respect to registration statements filed on Form S-8 or any successor form, Topco receives a written request by the holders of a majority of the Registrable Securities to effect the registration under the Securities Act of such shares of Common Stock of Topco, Topco shall follow the procedures described in this Section 12.2. Within five (5) days of its receipt of such request, Topco shall give written notice of such proposed registration (a “Demand Registration”) to all holders of Registrable Securities, and thereupon, Topco shall, as expeditiously as possible, use its best reasonable efforts to effect the registration on a form of general use under the Securities Act of the shares it has been requested to register in such initial request and in any response to such notice given to Topco within twenty (20) days after Topco’s giving of such notice; provided, however, that Topco shall not be required to effect a Demand Registration if more than two (2) Demand Registrations have been undertaken.

          (b) Topco may not be required to effect a registration pursuant to this Section 12.2 during the first 180 days after the effective date of any registration statement filed by Topco under Section 12.1 if the holders of Registrable Securities requesting registration have been afforded the opportunity to register in such registration all or a majority of their Registrable Securities.

          (c) Topco may include in any registration under this Section 12.2 any other shares of Common Stock of Topco (including issued and outstanding shares of stock as to which the holders thereof have contracted with Topco for “piggyback” registration rights) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter of the shares of the stockholder or stockholders first demanding registration (if the offering is underwritten), interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the stock sought to be registered by such demanding stockholder or stockholders pursuant to this Section 12.2.

          12.3 S-3 Demand Registration Rights. In addition to the registration rights provided in Sections 12.1 and 12.2 above, if at any time Topco is eligible to use SEC Form S-3 (or any successor form) for registration of secondary sales of Registrable Securities, any holder of Registrable Securities may request in writing that Topco register shares of Registrable Securities on such form. Upon receipt of such request, Topco will promptly notify all holders of Registrable Securities in writing of the receipt of such request and each such Holder may elect (by written

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notice sent to Topco within thirty (30) days of receipt of Topco’s notice) to have its Registrable Securities included in such registration pursuant to this Section 12.3. Thereupon, Topco will, as soon as practicable, use its best efforts to effect the registration on Form S-3 of all Registrable Securities that Topco has so been requested to register by such holder for sale. Topco will use its best efforts to qualify and maintain its qualification for eligibility to use Form S-3 for such purposes. Topco shall not be required to effect more than three (3) registrations pursuant to this Section 12.3.

          12.4 Holdback Agreements.

          (a) Each holder of Registrable Securities agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of Topco, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the ninety (90)-day period (or such longer period, not to exceed ninety (90) additional days, as the managing underwriter shall require) beginning on the effective date of any underwritten Piggyback Registration in which Registrable Securities are included or Demand Registration (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree.

          (b) Topco agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period beginning on the effective date of or any underwritten Piggyback Registration or Demand Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) to cause each holder of at least 10% (on a fully-diluted basis) of its Common Stock of Topco, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased from Topco at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

          12.5 Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, Topco will use reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof (including the registration of Company Warrants held by a holder of Registrable Securities requesting registration as to which Topco has received reasonable assurances that only Registrable Securities will be distributed to the public), and pursuant thereto Topco will as expeditiously as possible:

          (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use reasonable efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, Topco will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);

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          (b) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

          (c) use reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Securities reasonably requests and do any and all other acts and things that may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that Topco will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdictions, (iii) consent to general service of process in each such jurisdiction or (iv) undertake such actions in any jurisdiction other than the states of the United States of America and the District of Columbia);

          (d) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, Topco will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

          (e) use its best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Topco are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statements as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;

          (f) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

          (g) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);

          (h) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and

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other records, pertinent corporate documents and properties of Topco, and cause Topco’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

          (i) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of Topco’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

          (j) permit any holder of Registrable Securities, which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of Topco, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to Topco in writing, which in the reasonable judgment of such holder and its counsel should be included; and

          (k) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock of Topco included in such registration statement for sale in any jurisdiction, Topco will use its reasonable best efforts promptly to obtain the withdrawal of such order. If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of Topco and if in its sole and exclusive judgment such holder is or might be deemed to be a controlling person of Topco, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to Topco in writing, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of Topco’s securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of Topco, (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder; provided that with respect to this clause (ii) such holder shall furnish to Topco an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to Topco.

          12.6 Registration Expenses. All expenses incident to Topco’s performance of or compliance with this Article 12, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for Topco and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by Topco (all such expenses, excluding underwriting discounts and commissions, being herein called “Registration Expenses”), will be borne by Topco. Topco will bear the cost of one set of counsel for the Holders of Registrable Securities participating in any Piggyback Registration or Demand Registration. All underwriting discounts and commissions will be borne by the seller of the securities sold pursuant to the registration.

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          12.7 Indemnification.

          (a) Topco agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its officers and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Topco by such holder expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Topco has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, Topco will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

          (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to Topco in writing such information and affidavits as Topco reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify Topco, its directors and officers and each Person who controls Topco (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder; provided, however, that the obligations of each holder of Registrable Securities shall be limited to an amount equal to the net proceeds to such holder of Registrable Securities sold as contemplated herein.

          (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

          (d) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or

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any officer, director or controlling Person of such indemnified party and will survive the transfer of securities. Topco also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event Topco’s indemnification is unavailable for any reason.

          12.8 Participation in Underwritten Registrations. No Person may participate in any registration hereunder that is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Topco or the underwriters other than representations and warranties regarding such holder and such holder’s intended method of distribution.

ARTICLE 13
SUBORDINATION OF NOTES

          13.1 General. The Senior Term Loan B and the Revolving Loan are pari passu. The Subordinated Notes are subordinate and junior in right of payment to the Senior Notes and the Junior Subordinated Notes are subordinate and junior in right of payment to the Senior Subordinated Notes to the extent provided in this Article 13.

          13.2 Default in Respect of Senior Notes.

          (a) Senior Note Payment Default. In the event of an Event of Default pursuant to Section 8.1(a) with respect to any Senior Notes (a “Senior Note Payment Default”) then, unless and until such Senior Note Payment Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Notes, or as a sinking fund for any Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Notes, during any period:

               (i) commencing on the date notice of such Senior Note Payment Default shall have been given to the Purchaser holding Subordinated Notes by the Agent and ending on the date on which such Senior Note Payment Default shall have been cured or waived or shall have ceased to exist; or

               (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Note Payment Default, or in which the maturity of such Senior Notes shall have been accelerated in respect of such Senior Note Payment Default and such acceleration shall not have been annulled.

          (b) Senior Note Covenant Default. In the event of an Event of Default with respect to any Senior Notes other than pursuant to Section 8.1(a) (a “Senior Note Covenant

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Default”), then, unless and until such Senior Note Covenant Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Notes, or as a sinking fund for any Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Notes, during any period:

               (i) of one hundred eighty (180) days after written notice (a “Senior Note Blocking Notice”) of such Senior Note Covenant Default shall have been given to the Loan Parties and to the Purchaser holding Subordinated Notes by the Agent, provided that only one (1) such Senior Note Blocking Notice shall be given pursuant to the terms of this Section 13.2(b)(i) in any three hundred sixty (360) day period; or

               (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Note Covenant Default, or in which an effective notice of acceleration of the maturity of such Senior Notes shall have been transmitted to the Loan Parties and each of the holders of the Subordinated Notes in respect of such Senior Note Covenant Default and such acceleration shall not have been annulled, or in which notice of the failure to pay such Senior Notes upon their final maturity shall have been transmitted to the Loan Parties and each of the holders of the Subordinated Notes and such failure shall be continuing;

provided that (A) no Senior Note Covenant Default that served as the basis for, or existed at the time of, a previous Senior Note Blocking Notice, shall provide the basis for a subsequent Senior Note Blocking Notice unless such Senior Note Covenant Default has been cured or waived for a period of at least one hundred eighty (180) consecutive days, and (B) notwithstanding the foregoing, no more than four (4) payment blockages may be imposed under any of the provisions of this Section 13.2(b) while the Subordinated Notes shall remain outstanding.

          (c) Notice by Agent. Agent shall give written notice to each holder of Subordinated Notes of any Senior Note Covenant Default or Senior Note Payment Default (and any acceleration of the maturity of any Indebtedness as a result thereof) and the receipt of any notice under Section 13.2(a) or (b) immediately upon the occurrence or receipt thereof, as the case may be.

          13.3 Default in Respect of Senior Subordinated Notes.

          (a) Senior Subordinated Notes Payment Default. In the event of an Event of Default pursuant to Section 8.1(a) with respect to any Senior Subordinated Note (a “Senior Subordinated Notes Payment Default”) then, unless and until such Senior Subordinated Notes Payment Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Junior Subordinated Notes) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Junior Subordinated Notes, or as a sinking fund for any Junior Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Junior Subordinated Notes, during any period:

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               (i) commencing on the date notice of such Senior Subordinated Notes Payment Default shall have been given to the Purchaser holding Junior Subordinated Notes by the Agent and ending on the date on which such Senior Subordinated Notes Payment Default shall have been cured or waived or shall have ceased to exist; or

               (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Subordinated Notes Payment Default, or in which the maturity of such Senior Subordinated Notes shall have been accelerated in respect of such Senior Subordinated Notes Payment Default and such acceleration shall not have been annulled.

          (b) Senior Subordinated Notes Covenant Default. In the event of an Event of Default with respect to any Senior Subordinated Note other than pursuant to Section 8.1(a) (a “Senior Subordinated Notes Covenant Default”), then, unless and until such Senior Subordinated Notes Covenant Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made be delivery of Junior Subordinated Notes) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Junior Subordinated Notes, or as a sinking fund for any Junior Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Junior Subordinated Notes, during any period:

               (i) of one hundred eighty (180) days after written notice (a “Senior Subordinated Notes Blocking Notice”) of such Senior Subordinated Notes Covenant Default shall have been given to the Loan Parties and to the Purchaser holding Junior Subordinated Notes by the Agent, provided that only one (1) such Senior Subordinated Notes Blocking Notice shall be given pursuant to the terms of this Section 13.3(b)(i) in any three hundred sixty (360) day period; or

               (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Subordinated Notes Covenant Default, or in which an effective notice of acceleration of the maturity of such Senior Subordinated Notes shall have been transmitted to the Loan Parties and each of the holders of the Junior Subordinated Notes in respect of such Senior Subordinated Notes Covenant Default and such acceleration shall not have been annulled, or in which notice of the failure to pay such Senior Subordinated Notes upon its final maturity shall have been transmitted to the Loan Parties and each of the holders of the Junior Subordinated Notes and such failure shall be continuing;

provided that (A) no Senior Subordinated Notes Covenant Default that served as the basis for, or existed at the time of, a previous Senior Subordinated Notes Blocking Notice, shall provide the basis for a subsequent Senior Subordinated Notes Blocking Notice unless such Senior Subordinated Notes Covenant Default has been cured or waived for a period of at least one hundred eighty (180) consecutive days, and (B) notwithstanding the foregoing, no more than four (4) payment blockages may be imposed under any of the provisions of this Section 13.3(b) while the Junior Subordinated Notes shall remain outstanding.

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          (c) Notice by Agent. Agent shall give written notice to each holder of Junior Subordinated Notes of any Senior Subordinated Notes Covenant Default or Senior Subordinated Notes Payment Default (and any acceleration of the maturity of any Indebtedness as a result thereof) and the receipt of any notice under Section 13.3(a) or (b) immediately upon the occurrence or receipt thereof, as the case may be.

          13.4 Insolvency, etc. In the event of:

          (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any Loan Party;

          (b) any proceeding for the liquidation, dissolution or other winding-up of any Loan Party, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;

          (c) any assignment by any Loan Party for the benefit of creditors; or

          (d) any other marshalling of the assets of any Loan Party;

               (i) then, from the proceeds of all Accounts (as defined in the Security Agreement) and all Inventory (as defined in the Security Agreement) and all Collateral (as defined in the Security Agreement),

               first, all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Agent in connection with enforcing the rights of the Purchasers under the Purchase Documents, shall be paid;

               second, all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Purchasers in connection with enforcing the rights of the Purchasers under the Purchase Documents, shall be paid;

               third, all Senior Notes (on a ratable basis) shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of any Loan Party or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13, to the payment of all Senior Notes at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Notes;

               fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of any Loan Party or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes;

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               and fifth, all Junior Subordinated Notes shall be paid in full in cash.

          13.5 Limited Suspension of Remedies of Holders of Subordinated Notes. At any time during which payment on the Subordinated Notes shall be prohibited pursuant to the terms of Sections 13.2 or 13.3, no holder of Subordinated Notes (or the Agent in respect thereof) may:

          (a) declare or join in the declaration of any Subordinated Notes to be due and payable or otherwise accelerate the maturity of the principal of the Subordinated Notes, accrued interest thereon or prepayment premium or other amounts due thereunder, or

          (b) commence any administrative, legal or equitable action against the Loan Parties;

provided, however, that the limitations contained in clauses (a) and (b) above shall terminate with respect to such period on the earlier of (i) the date on which the Agent or any holders of the Senior Notes accelerates the maturity of the Senior Notes pursuant to Section 13.2 or, with respect to the Junior Subordinated Notes, the date on which the holders of the Senior Subordinated Notes accelerate the maturity of the Senior Subordinated Notes pursuant to Section 13.3 and (ii) the date that is the one hundred eightieth (180th) day after the date of delivery of written notice by Agent to the holders of the Subordinated Notes or by Agent to the holders of the Junior Subordinated Notes, as the case may be, of the occurrence and continuance of a Default or Event of Default under this Agreement.

          13.6 Proof of Claim. Each holder of Subordinated Notes irrevocably authorizes and empowers the holders of Senior Notes and each holder of Junior Subordinated Notes irrevocably authorizes and empowers the holders of Senior Subordinated Notes in any proceeding under any federal or state bankruptcy or insolvency law, or any other reorganization, dissolution or liquidation proceedings of the Loan Parties to file a proof of claim on behalf of such holder of Subordinated Notes or Junior Subordinated Notes, as the case may be, with respect to the Subordinated Notes or the Junior Subordinated Notes, as the case may be, and the other amounts owing hereunder and the Notes if (and only if) such holder of Subordinated Notes or Junior Subordinated Notes, as the case may be, fails to file proof of its claims prior to ten (10) days before the expiration of the time period during which such proof of claim must be filed. Neither this Section 13.6, nor any other provisions hereof, shall be construed to give the holders of Senior Notes any right to vote any Subordinated Notes or the holders of Senior Subordinated Notes any right to vote any Junior Subordinated Notes, or any related claim, whether in connection with any resolution, arrangement, plan of reorganization, compromise, settlement, election, or otherwise.

          13.7 Acceleration of Subordinated Notes. In the event that any Subordinated Notes shall be declared due and payable as the result of the occurrence of any one or more Events of Default in respect thereof, under circumstances when the terms of Section 13.2 do not prohibit payment on Subordinated Notes, no payment shall be made in respect of any Subordinated Notes unless and until all Senior Notes shall have been paid in full in cash or such declaration and its consequences shall have been rescinded and all such Defaults and Events of Default shall have been remedied or waived or shall have ceased to exist. In the event that any Junior Subordinated Notes shall be declared due and payable as the result of the occurrence of any one or more Events of Default in respect thereof, under circumstances when the terms of Section 13.3 do not prohibit

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payment on Junior Subordinated Notes, no payment shall be made in respect of any Junior Subordinated Notes unless and until all Senior Subordinated Notes shall have been paid in full in cash or such declaration and its consequences shall have been rescinded and all such Defaults and Events of Default shall have been remedied or waived or shall have ceased to exist.

          13.8 Turnover of Payments.

          (a) If:

               (i) any payment or distribution shall be collected or received by any holders of Subordinated Notes in contravention of any of the terms of this Article 13 and prior to the payment in full in cash of the Senior Notes at the time outstanding; and

               (ii) the Agent shall have notified such holders of Subordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article 13;

then such holders of Subordinated Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Notes in full in cash, to the holders of such Senior Notes and, until so delivered, the same shall be held in trust by such holders of Subordinated Notes as the property of the holders of such Senior Notes. If after any amount is delivered pursuant to this Section 13.8(a), whether or not such amounts have been applied to the payment of the Senior Notes, and the outstanding Senior Notes shall thereafter be paid in full in cash by the Loan Parties or otherwise other than pursuant to this Section 13.8(a), the holders of Senior Notes shall return to such holders of Subordinated Notes an amount equal to the amount delivered to such holders of Senior Notes pursuant to this Section 13.8(a). Any optional prepayment made in respect of the Subordinated Notes that violates this Agreement shall also be subject to this Section 13.8(a).

          (b) If:

               (i) any payment or distribution shall be collected or received by any holders of Junior Subordinated Notes in contravention of any of the terms of this Article 13 and prior to the payment in full in cash of the Senior Subordinated Notes at the time outstanding; and

               (ii) the Agent shall have notified such holders of Junior Subordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article 13;

then such holders of Junior Subordinated Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Subordinated Notes in full in cash, to the holders of such Senior Subordinated Notes and, until so delivered, the same shall be held in trust by such holders of Junior Subordinated Notes as the property of the holders of such Senior Subordinated Notes. If after any amount is delivered to the holders of Senior Subordinated Notes pursuant to this Section 13.8(b), whether or not such amounts have been applied to the payment of Senior Subordinated Notes, and the outstanding Senior Subordinated Notes shall thereafter be paid in full in cash by the Loan Parties or otherwise other than pursuant to this Section 13.8(b), the holders of Senior Subordinated Notes shall return to such holders of Junior Subordinated Notes an amount equal to the amount delivered to such holders of Senior Subordinated Notes pursuant to this Section

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13.8(b). Any optional prepayment made in respect of the Junior Subordinated Notes that violates this Agreement shall also be subject to this Section 13.8(b).

          13.9 Obligations Not Impaired.

          (a) No Impairment of Senior Notes or Senior Subordinated Notes. No right of any present or future holder of any Senior Notes and no right of any present or future holder of any Senior Subordinated Notes to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Loan Parties or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the Loan Parties with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

          (b) No Impairment of Subordinated Notes. Nothing contained in this Article 13 shall impair, as between the Loan Parties and any holder of Subordinated Notes, the obligation of the Loan Parties to pay to such holder the principal thereof and prepayment premium, if any, and interest thereon as and when the same shall become due and payable in accordance with the terms of this Agreement, or prevent any holder of any Subordinated Notes from exercising all rights, powers and remedies otherwise permitted by applicable law or under this Agreement all subject to the rights of the holders of the Senior Notes to receive cash, securities or other property otherwise payable or deliverable to the holders of Subordinated Notes.

          13.10 Payment of Debt; Subrogation. Upon the payment in full of all Senior Notes in cash, the holders of Subordinated Notes shall be subrogated to all rights of any holder of Senior Notes to receive any further payments or distributions applicable thereto until the Subordinated Notes shall have been paid in full, and such payments or distributions received by the holders of Subordinated Notes by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Notes, shall, as between the Loan Parties and its creditors other than the holders of Senior Notes, on the one hand, and the holders of Subordinated Notes, on the other hand, be deemed to be a payment by the Loan Parties on account of Senior Notes and not on account of Subordinated Notes. Upon the payment in full of all Senior Subordinated Notes in cash, the holders of Junior Subordinated Notes shall be subrogated to all rights of any holder of Senior Subordinated Notes to receive any further payments or distributions applicable to the Senior Subordinated Notes until the Junior Subordinated Notes shall have been paid in full, and such payments or distributions received by the holders of Junior Subordinated Notes by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Subordinated Notes, shall, as between the Loan Parties and its creditors other than the holders of Senior Subordinated Notes, on the one hand, and the holders of Junior Subordinated Notes, on the other hand, be deemed to be a payment by the Loan Parties on account of Senior Subordinated Notes and not on account of Junior Subordinated Notes.

          13.11 Reliance of Holders of Senior Notes; Reliance of Holders of Senior Subordinated Notes; Amendments.

          (a) Reliance of Holders of Senior Notes. Each holder of Subordinated Notes by its acceptance thereof shall be deemed to acknowledge and agree that the foregoing subordination

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provisions are, and are intended to be, an inducement to and a consideration of each holder of any Senior Notes, whether such financing was created or acquired before or after the creation of Subordinated Notes, to acquire and hold, or to continue to hold, such Senior Notes, and such holder of Senior Notes shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Notes.

          (b) Reliance of Holders of Senior Subordinated Notes. Each holder of Junior Subordinated Notes by its acceptance thereof shall be deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of any Senior Subordinated Notes, whether such Senior Subordinated Note was created or acquired before or after the creation of Junior Subordinated Notes, to acquire and hold, or to continue to hold, such Senior Subordinated Notes, and such holder of Senior Subordinated Notes shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Subordinated Notes.

          (c) Amendments. Notwithstanding anything to the contrary herein, no amendment, waiver or other modification of this Article 13 shall be effective unless such amendment, waiver or other modification shall have been approved in writing by Agent and all of the holders of Senior Notes and Subordinated Notes outstanding at the time of such amendment, waiver or other modification.

ARTICLE 14
GUARANTEE

          14.1 Guaranty.

          (a) To induce the Purchasers to accept the Notes, Topco hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise, in accordance herewith, the Notes and any other Purchase Document, all of the Obligations of the Loan Parties, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Loan Parties, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection.

          (b) Topco further agrees that, if (i) any payment made by the Loan Parties and applied to the Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or (ii) the proceeds of Collateral (as defined in the security Agreement) are required to be returned by Agent or any Purchaser to any Loan Party, its estate, trustee, receiver or any other party, including Topco, under any bankruptcy law, equitable cause or any other requirement of any applicable Law, then, to the extent of such payment or repayment, Topco’s liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such

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payment had never been made. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered (and if any Lien or other Collateral securing Topco’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of Topco in respect of the amount of such payment (or any Lien or other Collateral securing such obligation).

          14.2 Guaranty Absolute and Unconditional. Topco hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of any of the following:

          (a) the invalidity or unenforceability of any Loan Party’s obligations under the Purchase Agreement, the Notes or any other agreement or instrument relating thereto, or any security for, or other guaranty of the Obligations of any Loan Party or any part of them, or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations of any Loan Party or any part of them;

          (b) the absence of any attempt to collect the Obligations or any part of them from the Loan Parties or other action to enforce the same;

          (c) failure by Agent or any Purchaser to take any steps to perfect and maintain any Lien on, or to preserve any rights to, any Collateral;

          (d) the Agent’s or any Purchaser’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;

          (e) any borrowing or grant of a Lien by a Loan Party, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code;

          (f) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Agent’s or any Purchaser’s claim (or claims) for repayment of the Obligations;

          (g) any use of cash collateral under Section 363 of the Bankruptcy Code;

          (h) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;

          (i) the avoidance of any Lien in favor of the Agent or any Purchaser for any reason;

          (j) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Loan Party, or any of any Loan Party’s other Subsidiaries, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;

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          (k) failure by the Agent or any Purchaser to file or enforce a claim against any Loan Party or its estate in any bankruptcy or insolvency case or proceeding;

          (l) any action taken by the Agent or any Purchaser if such action is authorized hereby;

          (m) any election following the occurrence of an Event of Default by the Agent or any Purchaser to proceed separately against the personal property Collateral in accordance with the Agent’s or any Purchaser’s rights under the Uniform Commercial Code or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with the Agent’s or any Purchaser’s rights with respect to such real property; or

          (n) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full of the Obligations.

          14.3 Waivers. Topco hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Obligations or any part of them, and any defense arising by reason of any disability or other defense of any Loan Party. Topco shall not, until the Obligations are irrevocably paid in full and have been terminated, assert any claim or counterclaim it may have against any Loan Party or set off any of its obligations to any Loan Party against any obligations of any Loan Party to it. In connection with the foregoing, Topco covenants that its obligations hereunder shall not be discharged, except by complete performance.

          14.4 Reliance Topco hereby assumes responsibility for keeping itself informed of the financial condition of the Loan Parties and any endorser and other guarantor of all or any part of the Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Obligations, or any part thereof, that diligent inquiry would reveal, and Topco hereby agrees that the Agent or any Purchaser shall have no duty to advise Topco of information known to it regarding such condition or any such circumstances. In the event the Agent or any Purchaser, in its sole discretion, undertakes at any time or from time to time to provide any such information to Topco, the Agent or any Purchaser shall be under no obligation (a) to undertake any investigation not a part of its regular business routine, (b) to disclose any information that the Agent or any Purchaser, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) to make any other or future disclosures of such information or any other information to Topco.

          14.5 Waiver of Subrogation and Contribution Rights. Until the Obligations have been irrevocably paid in full and have been terminated, Topco shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Agent or any Purchaser or any part of them against the Loan Parties or any right of reimbursement or contribution or similar right against the Loan Parties by reason of this Agreement or by any payment made by Topco in respect of the Obligations.

          14.6 Default; Remedies. The obligations of Topco in this Section 14 are independent of and separate from the Obligations. If any Obligation is not paid when due, or upon

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any Event of Default hereunder or upon any default by the Loan Parties as provided in any other instrument or document evidencing all or any part of the Obligations, the Agent or any Purchaser may, at its sole election, proceed directly and at once, without notice, against Topco to collect and recover the full amount or any portion of the Obligations then due, without first proceeding against the Loan Parties, or against any Collateral under the Purchase Documents or joining the Loan Parties in any proceeding against Topco. At any time after maturity of the Obligations, the Agent or any Purchaser or any Affiliate thereof may (unless the Obligations have been indefeasibly and irrevocably paid in full), without notice to Topco and regardless of the acceptance of any Collateral for the payment thereof, appropriate and apply toward the payment of the Obligations (a) any indebtedness due or to become due from the Agent or any Purchaser or any Affiliate thereof to Topco and (b) any moneys, credits or other property belonging to Topco at any time held by or coming into the possession of the Agent or any Purchaser or any of its respective Affiliates.

          14.7 Irrevocability. This Guaranty shall be irrevocable as to the Obligations (or any part thereof) until all monetary Obligations then outstanding have been irrevocably repaid in cash, at which time this Guaranty shall automatically be cancelled. Upon such cancellation and at the written request of Topco or its successors or assigns, and at the cost and expense of Topco or its successors or assigns, the Agent or any Purchaser shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.

          14.8 Setoff. Upon the occurrence and during the continuance of an Event of Default, the Agent or any Purchaser and each Affiliate of thereof may, without notice to Topco and regardless of the acceptance of any security or collateral for the payment thereof, appropriate and apply toward the payment of all or any part of the Obligations (a) any indebtedness due or to become due from the Agent or any Purchaser or Affiliate to Topco and (b) any moneys, credits or other property belonging to Topco, at any time held by, or coming into, the possession of such Agent or any Purchaser or Affiliate.

          14.9 No Marshalling. Topco consents and agrees that neither the Agent or any Purchaser or any Affiliate thereof nor any Person acting for or on behalf of such Person shall be under any obligation to marshal any assets in favor of Topco or against or in payment of any or all of the Obligations.

          14.10 Collateral. Topco hereby acknowledges and agrees that its obligations under this Guaranty are secured pursuant to the terms and provisions of the Security Documents executed by it in favor of the Agent, for the benefit of the Purchasers, and covenants that it shall not grant any Lien (other than Permitted Liens) with respect to the Collateral in favor, or for the benefit, of any Person other than the Agent, for the benefit of the Purchasers, and any senior lender contemplated by the terms thereof.

          14.11 Waiver of Consequential Damages. Topco hereby irrevocably and unconditionally waives, to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive or consequential damage in any legal action or proceeding in respect of this Guaranty or the Purchase Documents.

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ARTICLE 15
MISCELLANEOUS

          15.1 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that (i) neither the Loan Parties nor Topco may assign or transfer their rights hereunder or any interest herein or delegate their duties hereunder and (ii) Purchasers shall have the right to assign their rights hereunder and under the Securities in accordance with Article 6.

          15.2 Modifications and Amendments. The provisions of this Agreement may be modified, waived or amended, but only by a written instrument signed by Topco and each of the Loan Parties to be bound thereby, and to the extent such modification, amendment or waiver relates (i) to the Notes, such instrument must be executed by Agent on behalf of Purchasers upon satisfaction of the conditions set forth in Section 9.10 and (ii) to the Company Warrants or the Underlying Common Stock, such instrument must be executed by the holders of a seventy-five percent (75%) of the Warrant Shares.

          15.3 No Implied Waivers; Cumulative Remedies; Writing Required. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that Agent or Purchasers or any holder of Notes, Warrants or Warrant Shares would otherwise have. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement or any such waiver of any provision or condition of this Agreement must be in writing, satisfy the conditions set forth in Section 9.10 and shall be effective only to the extent in such writing specifically set forth.

          15.4 Reimbursement of Expenses. The Loan Parties and Topco jointly and severally agree to pay or reimburse Agent and Purchasers upon demand for all fees and expenses incurred or payable by Agent or Purchasers (including, without limitation, reasonable fees and expenses of special counsel for Agent or any Purchaser and charges for services performed for Purchasers by Agents’ internal auditing staff), from time to time (i) arising in connection with the negotiation, preparation and execution of this Agreement, the Notes, the other Purchase Documents and all other instruments and documents to be delivered hereunder or thereunder or arising in connection with the transactions contemplated hereunder or thereunder, (ii) relating to any amendments, waivers or consents pursuant to the provisions hereof or thereof, and (iii) arising in connection with the enforcement of this Agreement or collection of any Note.

          15.5 Holidays. Whenever any payment or action to be made or taken hereunder or under the Notes shall be stated to be due on a day that is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action.

          15.6 Notices. All notices and other communications given to or made upon any party hereto in connection with this Agreement shall, except as otherwise expressly herein provided, be in writing (including telecopy, but in such case, a confirming copy will be sent by

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another permitted means) and mailed via certified mail, telecopied or delivered by guaranteed overnight parcel express service or courier to the respective parties, as follows:

to the Loan Parties or Topco:

MGP Instruments, Inc.
c/o American Capital Strategies, Ltd.,
461 Fifth Avenue, 26th Floor,
New York, New York 10017
Attn: Robert Klein

Chairman

Facsimile: (212) 213-2060

with a copy to:

MGP Instruments, Inc.
5000 Highlands Parkway, Suite 150
Smyrna, Georgia 30082

Attn: Michael S. Wilson
Facsimile: (770) 432-9179

to Agent:

American Capital Strategies, Ltd.
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
Attn: Compliance Officer
Facsimile: (301) 654-6714

with a copy to:

American Capital Strategies, Ltd.,
461 Fifth Avenue, 26th Floor,
New York, New York 10017

Attn: Robert Klein

Managing Director and Principal

Facsimile: (212) 213-2060

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Christopher Aidun, Esq.
Facsimile: (212) 310-8127

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to Purchasers:

As set forth on Annex A

or in accordance with any subsequent written direction from the recipient party to the sending party. All such notices and other communications shall, except as otherwise expressly herein provided, be effective upon delivery if delivered by courier or overnight parcel express service; in the case of certified mail, three (3) Business Days after the date sent; or in the case of telecopy, when received.

          15.7 Survival. All representations, warranties, covenants and agreements of the Loan Parties and Topco contained herein or made in writing in connection herewith shall survive the execution and delivery of this Agreement and the purchase of the Notes and shall continue in full force and effect so long as any Securities are outstanding and until payment in full of all of the Loan Parties’ and Topco’s obligations hereunder or thereunder. All obligations relating to indemnification hereunder shall survive any termination of this Agreement and shall continue for the length of any applicable statute of limitations.

          15.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

          15.9 Jurisdiction, Consent to Service of Process.

          (a) THE LOAN PARTIES AND TOPCO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT, FOR THEMSELVES AND THEIR PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF NEW YORK, COUNTY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER PURCHASE DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT AGENT AND PURCHASERS MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER PURCHASE DOCUMENT AGAINST THE LOAN PARTIES AND TOPCO OR THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.

          (b) THE LOAN PARTIES AND TOPCO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT THEY MAY LEGALLY AND

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EFFECTIVELY DO SO, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER PURCHASE DOCUMENT IN ANY NEW YORK OR FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

          (c) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 15.6 HEREOF. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

          15.10 Jury Trial Waiver. THE LOAN PARTIES AND TOPCO HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

          15.11 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Agreement.

          15.12 Headings. Article, section and subsection headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

          15.13 Indemnity. The Loan Parties and Topco hereby agree to indemnify, defend and hold harmless Agent and Purchasers and their officers, directors, employees, agents and representatives, and their respective successors and assigns in connection with any losses, claims, damages, liabilities and expenses (or actions in respect thereof), including reasonable attorneys’ fees, to which Agent or any Purchaser may become subject (other than as a result of the gross negligence or willful misconduct of any such Person), insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or by reason of any investigation, litigation or other proceedings related to or resulting from any act of, or omission by, the Synodys Companies or their Affiliates or any officer, director, employee, agent or representative of the Synodys Companies or their Affiliates with respect to the Transactions, the Securities, Charter Documents, the Bylaws or any agreements entered into in connection with any such agreements, instruments or documents and to reimburse Agent and Purchasers and each such Person and Affiliate, upon demand, for any legal or other expenses incurred in connection with investigating or defending any such loss, claim, damage, liability, expense or action. To the extent that the

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foregoing undertakings may be unenforceable for any reason, the Loan Parties agree to make the maximum contribution to the payment and satisfaction of indemnified liabilities set forth in this Section 15.13 that is permissible under applicable law.

          15.14 Environmental Indemnity. The Loan Parties and Topco, and their successors and assigns, hereby release and discharge, and agree to jointly and severally defend, indemnify and hold harmless, Agent, Purchasers and their Affiliates (including their partners, subsidiaries, customers, guests, and invitees, and the successors and assigns of all of the foregoing, and their respective officers, employees and agents) from and against any and all Environmental Liabilities, whenever and by whomever asserted, to the extent that such Environmental Liabilities are based upon, or otherwise relate to: (i) any Condition at any time in, at, on, under, a part of, involving or otherwise related to the Properties and Facilities (including any of the properties, materials, articles, products, or other things included in or otherwise a part of the Properties and Facilities); (ii) any action or failure to act of any Person, including any prior owner or operator of the Properties and Facilities (including any of the properties, materials, articles, products, or other things included in or otherwise a part of the Properties and Facilities), involving or otherwise related to the Properties and Facilities or operations of the Loan Parties; (iii) the Management of any Pollutant, material, article or product (including Management of any material, article or product containing a Pollutant) in any physical state and at any time, involving or otherwise related to the Properties and Facilities or any property covered by clause (iv) (including Management either from the Properties and Facilities or from any property covered by clause (iv), and Management to, at, involving or otherwise related to the Properties and Facilities or any property covered by clause (iv)); (iv) Conditions, and actions or failures to act, in, at, on, under, a part of, involving or otherwise related to any property other than the Properties and Facilities, which property was, at or prior to the Closing Date, (I) acquired, held, sold, owned, operated, leased, managed, or divested by, or otherwise associated with, (A) the Synodys Companies, (B) any of the Synodys Companies’ Affiliates, or (C) any predecessor or successor organization of those identified in (A) or (B); or (II) engaged in any tolling, contract manufacturing or processing, or other similar activities for, with, or on behalf of the Synodys Companies; (v) any violation of or noncompliance with or the assertion of any Lien under the Environmental Laws, (vi) the presence of any toxic or hazardous substances, wastes or contaminants on, at or from the past and present properties and facilities, including, without limitation, human exposure thereto; (vii) any spill, release, discharge or emission affecting the past and present properties and facilities, whether or not the same originates or emanates from such properties and facilities or any contiguous real estate, including, without limitation, any loss of value of such properties and facilities as a result thereof; or (viii) a misrepresentation in any representation or warranty or breach of or failure to perform any covenant made by the Loan Parties or Topco in this Agreement. This indemnity and agreement to defend and hold harmless shall survive any termination or satisfaction of the Notes or the sale, assignment or foreclosure thereof or the sale, transfer or conveyance of all or part of the past and present properties and facilities or any other circumstances that might otherwise constitute a legal or equitable release or discharge, in whole or in part, of the Loan Parties under the Notes.

          15.15 Counterparts. This Agreement may be executed in any number of counterparts and by any party hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

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          15.16 Integration. This Agreement and the other Purchase Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

          15.17 Federal Income Tax Treatment. Solely for U.S. federal income tax purposes, the parties acknowledge that Borrower is acting as agent for Holdco and that the true lender to Holdco is ACFS.

* * *

76

SIGNATURE PAGE TO
NOTE AND EQUITY PURCHASE AGREEMENT

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

LOAN PARTIES: MGP INSTRUMENTS, INC.
By:	/s/ Michael S. Wilson
	Name:	Michael S. Wilson
	Title:	Vice President & CEO
DOSIMETRY ACQUISITIONS (U.S.), INC.
By:	/s/ Robert Klein
	Name:
	Title:
AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:
	Title:
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Name:
	Title:

77

ANNEX

Annex A	Purchasers and Payment Information
Annex B	Purchaser Allocations
Annex C	Maximum Debt to EBITDA Ratio
Annex D	Minimum Interest Coverage Ratio
Annex E	Minimum EBITDA

SCHEDULES

“Organizational Schedule”	(Schedule 5.1(a))
“Capitalization Schedule”	(Schedule 5.1(d)(ii))
“Litigation Schedule”	(Schedule 5.1(j))
“Environmental Schedule”	(Schedule 5.1(l))
“Properties Schedule”	(Schedule 5.1(q))
“Intellectual Property Schedule”	(Schedule 5.1(r))
“Undisclosed Liabilities Schedule”	(Schedule 5.1(w))
“Permitted Indebtedness Schedule”	(Schedule 7.2(a))
“Permitted Encumbrances Schedule”	(Schedule 7.2(b))

EXHIBITS

EXHIBIT A-1	Form of Senior Term B Note
EXHIBIT A-2	Form of Senior Subordinated Note
EXHIBIT A-3	Form of Junior Subordinated Note
EXHIBIT A-4	Form of Revolving Note
EXHIBIT B	Form of Security Agreement
EXHIBIT C	Form of Collateral Assignment
EXHIBIT D	Form of Pledge Agreements
EXHIBIT E	Form of Compliance Certificate

78

EXHIBIT F	Form of Investment Banking Agreement
EXHIBIT G	Request for Borrowing

79

ANNEX A
INFORMATION RELATING TO PURCHASERS

80

ANNEX B

Purchaser Allocations

Purchaser	Allocation
American Capital Strategies, Ltd.	100%

81

ANNEX C

Maximum Debt to EBITDA Ratio

Sept. 04	6.35
Dec. 04	6.35
Mar. 05	6.10
June 05	5.85
Sept. 05	5.60
Dec. 05	5.35
Mar. 06	5.35
June 06	5.10
Sept. 06	5.10
Dec. 06	4.85
Mar. 07	4.85
June 07	4.60
Sept. 07	4.60
Dec. 07	4.35
Mar. 08	4.10
June 08	4.10

82

ANNEX D

Minimum Interest Coverage Ratio

Sept. 04	1.90
Dec. 04	1.90
Mar. 05	1.90
June 05	1.90
Sept. 05	1.90
Dec. 05	2.00
Mar. 06	2.10
June 06	2.20
Sept. 06	2.40
Dec. 06	2.40
Mar. 07	2.40
June 07	2.65
Sept. 07	2.65
Dec. 07	2.90
Mar. 08	2.90
June 08	2.90

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ANNEX E

Minimum EBITDA

Sept. 04	1,500,000	1
Dec. 04	3,500,000
Mar. 05	5,000,000
June 05	7,000,000
Sept. 05	7,000,000
Dec. 05	7,000,000
Mar. 06	8,000,000
June 06	8,000,000
Sept. 06	8,000,000
Dec. 06	8,500,000
Mar. 07	8,500,000
June 07	8,500,000
Sept. 07	9,000,000
Dec. 07	9,000,000
Mar. 08	9,500,000
June 08	9,500,000

¹ All amounts are in Euros.

84

EX-10.2.1

Exhibit 10.2.1

AMENDMENT NO. 1

          This AMENDMENT NO. 1 (this “Amendment”), dated as of October 22, 2004, to the Note and Equity Purchase Agreement, dated as of June 23, 2004 (as the same may be amended, supplemented or modified from time to time in accordance with its terms, the “Note Purchase Agreement”), by and among MGP INSTRUMENTS, INC., a Delaware corporation (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), INC., a Delaware corporation (“Topco”), as Guarantor, the securities purchasers that are now and hereafter at any time parties thereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as agent for Purchasers (“Agent”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Purchase Agreement.

          WHEREAS, Borrower, Topco, Purchasers and ACFS entered into the Note Purchase Agreement; and

          WHEREAS, the parties hereto desire to amend certain provisions of the Note Purchase Agreement.

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. AMENDMENTS TO THE NOTE PURCHASE AGREEMENT

          1.1 The definition of “LIBOR Period” shall be deleted in its entirety and replaced with the following:

“LIBOR Period” shall mean (a) with respect to the first interest payment date as set forth in Section 3.1, the period from and including the Closing Date to and including the last day of the calendar month in which the Closing Date occurs and (b) with respect to any subsequent interest payment date, the calendar month immediately preceding the month in which the interest payment date occurs; provided, that if any LIBOR Period would otherwise extend beyond the maturity date of the applicable Note for which the LIBOR Rate is being calculated, the LIBOR Period shall end on such maturity date.

          1.2 The first sentence of Section 3.1(a) of the Note Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“The Loan Parties, jointly and severally, covenant and agree to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan B on the first Business Day of each calendar month, commencing August 1, 2004 through the date of repayment in full of the Senior Term Loan B.”

          1.3 The first sentence of Section 3.l(b) of the Note Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“The Loan Parties, jointly and severally, covenant and agree to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Subordinated Notes on the first Business Day of each calendar month,

commencing August 1, 2004 through the date of repayment in full of the Senior Subordinated Notes.”

          1.4 The first sentence of Section 3.l(c) of the Note Purchase Agreement is hereby deleted in its entirety and replaced with the following :

“The Loan Parties, jointly and severally, covenant and agree to make payments to Agent for the ratable benefit of Purchasers, of accrued interest on the Junior Subordinated Notes on the first Business Day of each calendar month, commencing on August 1, 2004 through the date of repayment in full of the Junior Subordinated Notes.”

          1.5 The first sentence of Section 3.1(e) of the Note Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“The Loan Parties, jointly and severally, covenant and agree to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Revolving Notes on the first Business Day of each calendar month, commencing on August I, 2004 through the date of repayment in full of the Revolving Notes.”

          SECTION 2. MISCELLANEOUS

          2.1 All references to the Note Purchase Agreement in the Note Purchase Agreement, the Purchase Documents and the other documents and instruments delivered pursuant to or in connection therewith shall mean the Note Purchase Agreement as amended hereby and as such may in the future be amended, restated, supplemented or modified from time to time.

          2.2 This Amendment may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement.

          2.3 Delivery of an executed counterpart of a signature page by telecopier shall be effective as delivery of a manually executed counterpart.

          2.4 This Amendment shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York.

          2.5 The parties hereto shall, at any time and from time to time following the execution of this Amendment, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment.

          2.6 This Amendment shall have retroactive effect from the date of the initial effectiveness of the Note Purchase Agreement.

2

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

LOAN PARTIES: MGP INSTRUMENTS, INC.
By:	/s/ Michael S. Wilson
	Name:	Michael S. Wilson
	Title:	Vice President & CEO
DOSIMETRY ACQUISITIONS (U.S.), INC.
By:	/s/ Todd Wilson
	Name:
	Title:
AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Todd Wilson
	Name:
	Title:
PURCHASERS: ACS FUNDING TRUST I, by American Capital Strategies, Ltd., as Servicer
By:	/s/ Todd Wilson
	Name:
	Title:

EX-10.2.2

Exhibit 10.2.2

AMENDMENT NO. 2
TO
NOTE AND EQUITY PURCHASE AGREEMENT

by and among

MGP INSTRUMENTS, INC.

AS BORROWER,

DOSIMETRY ACQUISITIONS (U.S.), INC.

AS GUARANTOR,

AMERICAN CAPITAL FINANCIAL SERVICES, INC.

AS AGENT

and

THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO

Date of Amendment No. 2: November 1, 2005
Date of Amendment No. 1: October 22, 2004
Original Date: June 23, 2004

AMENDMENT NO. 2
TO
NOTE AND EQUITY PURCHASE AGREEMENT

$24,944,400 Aggregate Principal Amount of Senior Term B Notes Due June 23, 2010

$12,168,000 Aggregate Principal Amount of Senior Subordinated Notes Due June 23, 2011

$4,867,200 Aggregate Principal Amount of Junior Subordinated Notes Due June 23, 2011

$8,213,400 Revolving Loan Facility

     THIS AMENDMENT NO. 2 TO THE NOTE AND EQUITY PURCHASE AGREEMENT, dated as of November 1, 2005 (this “Amendment”), is by and among MGP INSTRUMENTS, INC. (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), INC. (“Topco”), as Guarantor, AMERICAN CAPITAL STRATEGIES, LTD. (“ACAS”), ACS FUNDING TRUST I (“AFT,” and together with ACAS, the “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as agent for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Amendment have the meanings assigned to such terms in the Agreement (as defined below).

RECITALS

     A. The Borrower, ACAS, and ACFS are parties to a Note and Equity Purchase Agreement dated as of June 23, 2004 (as amended to date, the “Agreement”), pursuant to which ACAS purchased from the Borrower certain Senior Term B Notes; certain Senior Subordinated Notes; and certain Junior Subordinated Notes.

     B. ACAS has sold or contributed certain of the Notes to AFT.

     C. The parties hereto desire to amend the Agreement as set forth herein.

     D. All capitalized terms used but not defined herein shall have the respective meanings ascribed in the Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

ARTICLE 1
CONSENT AND AMENDMENT

     1.1 Consent. Pursuant to Section 15.2 of the Agreement, each of the undersigned Agent and Purchasers hereby consent to this Amendment and agree, subject to the conditions set forth herein, that upon the execution hereof, the Agreement is hereby amended as follows and shall be deemed to be amended, effective as of the date set forth above.

     1.2 Amendment to Section 1.1. Section 1.1 of the Agreement is hereby modified and amended by adding the following definitions in alphabetical order:

     “EURIBOR” shall mean, for each EURIBOR Period, a rate of interest determined by the Agent equal to the rate of interest that under current practice is listed as the one month Euro Interbank Offered Rate that appears on Telerate Page 248 at or about 11:00 a.m. (Brussels time) two business days before the first day of the relevant EURIBOR Period.

     “EURIBOR Period” shall mean the calendar month immediately preceding the month in which the interest payment date occurs; provided, that if any EURIBOR Period would otherwise extend beyond the maturity date of the applicable Note for which EURIBOR is being calculated, the EURIBOR Period shall end on such maturity date.

     1.3 Amendment to Section 3.l.(a). Section 3.1(a) of the Agreement is hereby modified and amended in its entirety as follows:

     (a) The Loan Parties, jointly and severally, covenant and agree to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan B on the first Business Day of each calendar month, commencing August 1, 2004 through the date of repayment in full of the Senior Term Loan B. The Senior Term Loan B shall bear interest on the outstanding principal thereof at a rate equal to EURIBOR, as such rate may adjust from time to time, plus 300 basis points per annum.

     1.4 Amendment to Section 3.1(b). Section 3.1(b) of the Agreement is hereby modified and amended in its entirety as follows:

     (b) The Loan Parties, jointly and severally, covenant and agree to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Subordinated Notes on the first Business Day of each calendar month, commencing August 1, 2004 through the date of repayment in full of the Senior Subordinated Notes. The Senior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Senior PIK Interest that is paid-in-kind as described below) at a rate equal to EURIBOR, as such rate may adjust from time to time, plus 550 basis points per annum (“Senior Cash Interest”); and (ii) interest

2

will be payable in kind on (and thereby increase) the outstanding principal amount of the Senior Subordinated Notes (as such principal amount is increased from time to time) at a rate of 5.5% per annum (“Senior PIK Interest”). A late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid in accordance with this Section 3.1(b). Senior PIK Interest shall be payable as an increase in the principal amount of the Senior Subordinated Notes on the same day as the payment of the cash interest component without any further action on the part of Agent or the Loan Parties and such increased principal amount of the Senior Subordinated Notes shall be paid in full in connection with the repayment of the Senior Subordinated Notes. The Agent’s determination of the amount of Senior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.

     1.5 Amendment to Section 3.l(c). Section 3.1(c) of the Agreement is hereby modified and amended in its entirety as follows:

     (c) The Loan Parties, jointly and severally, covenant and agree to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Junior Subordinated Notes on the first Business Day of each calendar month, commencing August 1, 2004 through the date of repayment in full of the Junior Subordinated Notes. The Junior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Junior PIK Interest that is paid-in-kind as described below) at a rate equal to EURIBOR, as such rate may adjust from time to time, plus 500 basis points per annum (“Junior Cash Interest”), and (ii) interest will be payable in kind on (and thereby increase) the outstanding principal amount of the Junior Subordinated Notes (as such principal amount is increased from time to time) at a rate of 7.0% per annum (“Junior PIK Interest”). A late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid in accordance with this Section 3.1 (c). Junior PIK Interest shall be payable as an increase in the principal amount of the Junior Subordinated Notes on the same day as the payment of the cash interest component without any further action on the part of Agent or the Loan Parties and such increased principal amount of the Junior Subordinated Notes shall be paid in full in connection with the repayment of the Junior Subordinated Notes. The Agent’s determination of the amount of Junior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.

     1.6 Amendment to Section 3.1(e). Section 3.1(e) of the Agreement is hereby modified and amended in its entirety as follows:

     (e) Revolving Loans. The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent for the ratable benefit of Purchasers of accrued interest on the Revolving Notes on the first Business Day or each calendar month, commencing August 1, 2004, through the date of repayment in full of the Revolving Notes. The Revolving Notes will bear interest on the

3

outstanding principal thereof at a rate per annum equal to EURIBOR, as such rate may adjust from time to time, plus 200 basis points. Until the Revolving Loan Termination Date, the Loan Parties agree to pay to Agent an unused line fee on the average daily unused amount of the Revolving Loan Commitment, at a rate equal to 0.70% per annum (computed for the actual number of days elapsed on the basis of a year of 360 days). For purposes of calculating usage under this Section 3.1(e), the Revolving Loan Commitment on any day shall be deemed used to the extent of the Revolving Notes outstanding at the close of business of Agent on such day. Such unused line fee shall be payable monthly in arrears on the last Business Day of each month and on the Revolving Loan Termination Date for any period then ending for which such unused line fee shall not have previously been paid.

ARTICLE 2
REFERENCE TO AND EFFECT ON THE AGREEMENT

     2.1 References. On and after the date hereof, (i) each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the Agreement as amended hereby, and (ii) each reference to the Agreement in all other Purchase Documents shall mean and be a reference to the Agreement, as amended hereby.

     2.2 Effects. Except as specifically amended above, the Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. Without limiting the foregoing, all representations and warranties of the Loan Parties contained in the Purchase Documents or made in writing in connection therewith and herewith shall survive the execution and delivery of this Amendment.

     2.3 No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Purchaser, or constitute a waiver of, or consent to and departure from, any provision of the Agreement, or any other documents, instruments and agreements executed and/or delivered in connection therewith.

ARTICLE 3
MISCELLANEOUS

     3.1 Ratification. Except as expressly modified hereby, the Agreement remains in full force and effect.

     3.2 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

4

     3.3 Severability. Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Amendment.

     3.4 Headings. Article, section and subsection headings in this Amendment are included for convenience of reference only and shall not constitute part of this Amendment for any other purpose.

     3.5 Counterparts. This Amendment may be executed in any number of counterparts and by either party hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

     3.6 Integration. This Amendment, the Agreement, as amended, and the other Purchase Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

[Remainder of page intentionally left blank.]

5

SIGNATURE PAGE TO
AMENDMENT NO. 2
TO
NOTE AND EQUITY PURCHASE AGREEMENT

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

LOAN PARTIES: MGP INSTRUMENTS, INC.
By:	/s/ Michael S. Wilson
	Name:	Mike Wilson
	Title:	Vice President and CEO
DOSIMETRY ACQUISITIONS (U.S.), INC.
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Title:	Director
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Title:	Principal
ACS FUNDING TRUST I
By:	AMERICAN CAPITAL STRATEGIES, LTD. its Servicer
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Title:	Principal

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC., as Agent
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Title:	Vice President

ANNEX A

AMERICAN CAPITAL STRATEGIES, LTD.

ACS FUNDING TRUST I

EX-10.2.3

Exhibit 10.2.3

AMENDMENT NUMBER 2 AND CONSENT
TO
NOTE AND EQUITY PURCHASE AGREEMENT

          SECOND AMENDMENT AND CONSENT, dated as of December 22, 2005 (this “Agreement”), to the Note and Equity Purchase Agreement, dated as of July 23, 2004, as amended (as the same may amended, supplemented or modified from time to time in accordance with its terms, the “Note Purchase ·Agreement”), by and among MGP INSTRUMENTS, INC., a Delaware corporation (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), INC., a Delaware corporation (“Topco”), as Guarantor, the securities purchasers that are now and hereafter at any time parties thereto (each a “Purchaser and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as agent for Purchasers (“Agent”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Purchase Agreement.

RECITALS:

          WHEREAS, Topco wishes to enter into the Master Restructuring Agreement and Plan of Merger (“Restructuring Agreement”), by and among Topco, Global Monitoring Systems, Inc. (“GMS”) and the other parties listed therein, in the manner set forth in the Restructuring Agreement, in the form attached hereto as Exhibit A, in order to effect a reorganization of the overall corporate structure of the Loan Parties; and

          WHEREAS, the Loan Parties have requested that the Purchasers Consent to the transactions involving Topco under the Restructuring Agreement and waive breach of any covenants violated thereby; and

          WHEREAS, it is a condition to the Agreement by the Agent that GMS enter into the Guaranty in the form attached hereto as Exhibit B, and that GMS enter into a Pledge and Security. Agreement in the form attached hereto as Exhibit C.

          NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each Loan Party, each Purchaser and the Agent agrees as follows:

ARTICLE 1

CONSENT

          1.1 The Purchasers hereby consent to the transactions involving Topco under the Restructuring Agreement and hereby waive breach of any covenant in the Note Purchase Agreement violated as a result of such transaction.

ARTICLE 2

OMNIBUS AMENDMENT

          2.1 As part of the transactions to occur under the Restructuring Agreement, Topco will merger with and into Dosimetry Acquisitions (U.S,), LLC (“Dosimetry LLC”), with Dosimetry LLC continuing as the surviving Person (the “Merger”). As a result, references in the Note Purchase Agreement to Topco that assume or treat it as a corporation and references to its officers, directors and stockholders shall cease to be correct after completion of the Merger. Accordingly, the Agent, Purchaser and the Loan Parties intend that all such references in the Note Purchase Agreement and the other Purchase Documents shall instead be deemed to be references to Dosimetry LLC, as the surviving Person in the Merger and that all descriptions, requirements and obligations in the Note Purchase Agreement of Topco, its officers, directors and stockholders, shall be construed so as to give the Agent and the Purchasers the same rights and benefits under the Note Purchase Agreement as they currently have with respect to Topco. The Loan Parties agree that, at any time, promptly upon request of the Agent, they shall enter into any amendment requested by the Agent to clarify the applicability, scope and operations of any provisions of the Note Purchase Agreement or any other Purchase Document in a manner that comports with the provisions of this Section 2.1.

ARTICLE 3

AMENDMENT

          3.1 The Note Purchase Agreement is hereby amended as follows:

          (a) Article 7.1(i) is deleted in its entirety and replaced with the following:

          [reserved].

ARTICLE 4

CONDITIONS PRECEDENT

          The provisions set forth in Article 1, Article 2 and Article 3 hereof shall be effective as of the date on which GMS shall have entered into the Pledge and Security Agreement and Guaranty and the Agent shall have received this Agreement, executed and delivered by each applicable. Loan Party, the Agent and each Purchaser (the “Agreement Effective Date”).

2

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

          In order to induce the Agent and the Purchasers to enter into this Agreement, each Loan Party represents and warrants to the Agent and each Purchaser, that:

          1. Corporate Power and Authority. As of the Agreement Effective Date, each Loan Party has all requisite power and authority to enter into this Agreement, and to carry out the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of each Loan Party that is a party to this Agreement.

          2. No Conflict: Governmental Consents. The execution and delivery by each of the Loan Parties of the Agreement and the consummation of the transactions contemplated hereby, do not and will not (i) conflict in any material respect with or result in a material breach of the terms, conditions or provisions of, (ii) constitute a material default under, (iii) except as created pursuant to the Security Documents result in the creation of any Lien upon any of the Loan Parties’ capital stock or assets pursuant to, (iv) give any third party the right to accelerate any material obligation under, (v) result in a material violation of, or (vi) require any ‘material authorization, consent; approval, exemption or other ·action by 0):’ notice to any Governmental Authority job:’, except as could not reasonably be expected to have a Material Adverse Effect, any third party which has not been obtained pursuant to, the Charter Documents (as to which no materiality qualifiers shall apply) of any of the Loan Parties, or any Law to which any of the Loan Parties is subject, or any Contract, order, judgment or decree to which any of the Loan Parties is a party or to which they or their assets are subject.

          3. Binding Obligation. This Agreement has been duly executed and delivered by each Loan Party and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

          4. Absence of Default. After giving effect to each of the amendments set forth herein no Default or Event of Default shall have occurred and be continuing.

ARTICLE 6

MISCELLANEOUS

          This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Purchasers. The rights or obligations hereunder or any

3

interest therein of any Loan Parry may not be assigned or delegated by any Loan Party without the prior written consent of all Purchasers. .

          Except as expressly amended hereby, the .Note Purchase Agreement and all other documents, agreements and instruments ‘relating thereto are and shall remain unmodified and in full force and effect. On and after the Agreement Effective Date, each reference in the Agreement to “this Agreement’’’, “hereunder”, “hereof’, “herein’’ or words of like import, and each reference in the Transaction Documents to the Note Purchase Agreement, shall mean and be a reference to the Agreement as amended hereby, and this Agreement and · the Note Purchase Agreement shall be read together and construed as a single instrument. This Agreement will not constitute a waiver of any provision of the Note Purchase Agreement other than a provision pursuant to which a Default or Event of Default would have occurred but for the effectiveness of this Agreement.

          In case any provision in or obligation hereunder or any Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected impaired thereby.

          Section headings herein are included herein for convenience of reference only and shall not constitute apart hereof for any other purpose or be given any substantive effect.

          THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY; AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD · TO CONFLICT OF LAWS PRINCIPLES.

          .This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

          [The remainder of this page is intentionally left blank.].

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

LOAN PARTIES: MGP INSTRUMENTS, INC.
By:	/s/ Michael S. Wilson
	Name:	Michael S. Wilson
	Title:	Vice President/COO
DOSIMETRY ACQUISITIONS (U.S.), INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	President
AMERICAN CAPITAL FINANCIAL SERVICES, INC., as Agent
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:

DOSIMETRY -NEPA CONSENT

PURCHASERS: ACAS BUSINESS LOAN TRUST 29004-1
By:	AMERICAN CAPITAL STRATEGIES LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:
ACS FUNDING TRUST I
By:	AMERICAN CAPITAL STRATEGIES,
	LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:
AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:

DOSIMETRY -NEPA CONSENT

EX-10.2.4

Exhibit 10.2.4

AMENDMENT NO. 3
TO
NOTE AND EQUITY PURCHASE AGREEMENT

by and among

MGP INSTRUMENTS, INC.

AS BORROWER,

DOSIMETRY ACQUISITIONS (U.S.), LLC (successor by merger to
Dosimetry Acquisitions (U.S.), Inc.)

AS GUARANTOR,

AMERICAN CAPITAL FINANCIAL SERVICES, INC.

AS AGENT

and

THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO

Date of Amendment No. 3: June 30, 2006
Date of Amendment No.2: November 1, 2005
Date of Amendment No. 1: October 22, 2004
Original Date: June 23, 2004

AMENDMENT NO. 3
TO
NOTE AND EQUITY PURCHASE AGREEMENT

$24,944,400 Aggregate Principal Amount of Senior Term B Notes Due June 23, 2010

$12,168,000 Aggregate Principal Amount of Senior Subordinated Notes Due June 23, 2011

$4,867,200 Aggregate Principal Amount of Junior Subordinated Notes Due June 23, 2011

$8,213,400 Revolving Loan Facility

     THIS AMENDMENT NO. 3 TO THE NOTE AND EQUITY PURCHASE AGREEMENT, dated as of June 30, 2006 (this “Amendment”), is by and among MGP INSTRUMENTS, INC. (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), LLC (“Topco”), as Guarantor, AMERICAN CAPITAL STRATEGIES, LTD. (“ACAS”), ACS FUNDING TRUST I (“AFT,” and together with ACAS, the “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as agent for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Amendment have the meanings assigned to such terms in the Agreement (as defined below).

RECITALS

     A. The Borrower, ACAS, and ACFS are parties to a Note and Equity Purchase Agreement dated as of June 23, 2004 (as amended to date, the “Agreement”), pursuant to which ACAS purchased from the Borrower certain Senior Term B Notes; certain Senior Subordinated Notes; and certain Junior Subordinated Notes.

     B. ACAS has sold or contributed certain of the Notes to AFT.

     C. The Borrower has requested, and Agent and Purchasers have agreed, to extend the Revolving Loan Termination Date until June 23, 2008.

     D. All capitalized terms used but not defined herein shall have the respective meanings ascribed in the Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

ARTICLE 1

CONSENT, AMENDMENT AND LIMITED WAIVER

     1.1 Consent. Pursuant to Section 15.2 of the Agreement, each of the undersigned Agent and Purchasers hereby consent to this Amendment and agree, subject to the conditions set forth

herein, that upon the execution hereof, the Agreement is hereby amended as follows and shall be deemed to be amended, effective as of the date set forth above.

     1.2 Amendment to Section 2.3. Section 2.3(a) of the Agreement is hereby amended by replacing the phrase “June 23, 2005” with the phrase “June 23, 2008”.

     1.3 Limited Waiver. The Purchasers hereby waive any Default or Event of Default that may exist as a result of the expiration of the Revolving Loan Termination Date.

ARTICLE 2

REFERENCE TO AND EFFECT ON THE AGREEMENT

     2.1 References. On and after the date hereof, (i) each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the Agreement as amended hereby, and (ii) each reference to the Agreement in all other Purchase Documents shall mean and be a reference to the Agreement, as amended hereby.

     2.2 Effects. Except as specifically amended above, the Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. Without limiting the foregoing, all representations and warranties of the Loan Parties contained in the Purchase Documents or made in writing in connection therewith and herewith shall survive the execution and delivery of this Amendment.

     2.3 No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Purchaser, or constitute a waiver of, or consent to and departure from, any provision of the Agreement, or any other documents, instruments and agreements executed and/or delivered in connection therewith.

ARTICLE 3

MISCELLANEOUS

     3.1 Ratification. Except as expressly modified hereby, the Agreement remains in full force and effect.

     3.2 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

     3.3 Severability. Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be in effective only to the extent of such prohibition nor invalidity, without invalidating any other provision of this Amendment.

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     3.4 Headings. Article, section and subsection headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

     3.5 Counterparts. This Amendment may be executed in any number of counter parts and by either party hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

     3.6 Integration. This Amendment, the Agreement, as amended, and the other Purchase Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

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SIGNATURE PAGE TO
AMENDMENT NO. 3
TO
NOTE AND EQUITY PURCHASE AGREEMENT

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

LOAN PARTIES: MGP INSTRUMENTS, INC.
By:	/s/ Jon Blake
	Name:	Jon Blake
	Title:	Assistant Treasurer
DOSIMETRY ACQUISITIONS (U.S.), LLC By its sole member MIRION TECHNOLOGIES, INC
By:	/s/ Steve Burke
	Name:	Steve Burke
	Title:	Treasurer
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Title:	Principal
ACS FUNDING TRUST I By: AMERICAN CAPITAL STRATEGIES, LTD.        its Servicer
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Title:	Principal

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC., as Agent
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Title:	Vice President

EX-10.2.5

Exhibit 10.2.5

AMENDMENT NO. 4 AND WAIVER

          This AMENDMENT NO. 4 AND WAIVER (this “Amendment and Waiver”), dated as of December 22, 2006, to the Note and Equity Purchase Agreement, dated as of June 23, 2004 and as amended by Amendment No. 1, dated as of October 22, 2004, Amendment No. 2, dated as of November 1, 2005, Second [sic] Amendment and Consent, dated as of December 22, 2005, Amendment No. 3, dated as of June 30, 2006 (as the same may be amended, supplemented or modified from time to time in accordance with its terms, the “Note Purchase Agreement”), by and among MGP INSTRUMENTS, INC., a Delaware corporation (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), LLC, a Delaware limited liability company and successor by merger to Dosimetry Acquisition (U.S.), Inc. (“Topco”), as Guarantor, the securities purchasers that are now and hereafter at any time parties thereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as agent for Purchasers (“Agent”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Purchase Agreement.

          WHEREAS, Borrower, Topco, Purchasers and ACFS are party to the Note Purchase Agreement; and

          WHEREAS, pursuant to the transactions contemplated by the Master Restructuring Agreement and Plan of Merger dated as of December 22, 2005, to which the Borrower is a party, Mirion Technologies, Inc. (formerly known as Global Monitoring Systems, Inc., “Mirion”) became the sole member of Borrower; and

          WHEREAS, Borrower no longer prepares financial statements separate from Mirion and the parties hereto desire to waive prior non-compliance with existing financial covenants and to amend certain provisions of the Note Purchase Agreement to provide that financial covenants be measured based on the consolidated financial reporting of Mirion and its subsidiaries;

          WHEREAS, under Section 15.2 of the Note Purchase Agreement, any amendment thereof requires a written instrument executed by Topco and each Loan Party and, to the extent such modification relates to the Notes, by the Agent on behalf of the Purchasers; and

          WHEREAS, the parties hereto agree and hereby do wish to amend the Note Purchase Agreement by making the changes set forth herein in accordance with Section 15.2 of the Note Purchase Agreement;

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. AMENDMENTS TO THE NOTE PURCHASE AGREEMENT

          1.1 The following definitions are hereby added to Section 1.1 in alphabetical order:

          “Measurement Date” has the meaning assigned to such term in Section 7.3(a).

          “Measurement Period” means the twelve (12) month period ending on a Measurement Date.

          ““Mirion” means Mirion Technologies, Inc., a Delaware corporation.”

          “Total Debt to EBITDA Ratio” means the ratio of (a) all Indebtedness of the Loan Parties on a consolidated basis, as of a particular Measurement Date to (b) the EBITDA for the Measurement Period ending on such Measurement Date.

          SECTION 2. AMENDMENTS TO THE NOTE PURCHASE AGREEMENT

          The following definitions in Section 1.1 are hereby amended and restated in their entirety:

          ““Capital Expenditures” means for any period of determination capital expenditures of the Loan Parties for such period determined and consolidated in accordance with GAAP, excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed with insurance proceeds, cash awards arising from a taking by eminent domain or condemnation or cash proceeds of asset dispositions reinvested in replacement assets.”

          ““EBITDA” means for any period, without duplication, the sum of the following for the Loan Parties on a consolidated basis, each calculated for such period: (a) Net Income (as adjusted for by the Board of Directors of Mirion for non-recurring charges and specifically excluding extraordinary gains or extraordinary losses and gains or losses from sales of assets, other than inventory sold in the ordinary course of business), minus (b) interest income, plus (c) interest expense, plus (d) charges against income for Taxes, plus (e) depreciation expenses, plus (f) amortization expenses, plus (g) all non-cash compensation expenses of the Loan Parties on a consolidated basis, plus (h) Management Fees.

          ““Fixed Charges” means, for any period, and each calculated for such period (without duplication) on a consolidated basis, (a) cash interest expense of the Loan Parties; plus (b) scheduled payments of principal with respect to all Indebtedness of the Loan Parties; plus (c) cash payment of income or franchise taxes included in the determination of Net Income, excluding any provision for deferred taxes; plus (d) payment of deferred taxes accrued in any prior period.”

          ““Fixed Charge Coverage Ratio” means for a particular Measurement Period, the ratio of (a) EBITDA minus Capital Expenditures (exclusive of Capital Expenditures financed during such period under Capitalized Leases or other Indebtedness (Indebtedness, for this

2

purpose, does not include advances under the Revolving Loan)), to (b) Fixed Charges, in each case of the Loan Parties on a consolidated basis during such Measurement Period.”

          ““Interest Coverage Ratio” means, for a particular Measurement Period, the ratio of (a) EBITDA to (b) cash interest expense, in each case of the Loan Parties on a consolidated basis during such Measurement Period.”

          ““Loan Parties” shall mean Borrower and any Subsidiary of Borrower who becomes a party hereto after the date hereof; provided, that for purposes of Section 7.3, and any defined terms used therein, “Loan Parties” shall mean Mirion and all of its Subsidiaries.”

          ““Net Income” means, for any period, the net income (or loss) of the Loan Parties on a consolidated basis for such period, after deduction of all expenses, taxes and other proper charges, determined in accordance with GAAP, for such period taken as a single accounting period,”

          2.1 Section 7.3 is hereby amended and restated in its entirety as follows:

          “7.3 Financial Covenants. The Loan Parties, jointly and severally, covenant and agree that, so long as all or any part of the Notes remains outstanding:

               (a) The Loan Parties shall maintain, on a consolidated basis, at the end of each fiscal quarter (each such date being a “Measurement Date”), beginning December 31, 2006:

               (i) Minimum Fixed Charge Coverage Ratio. A minimum Fixed Charge Coverage Ratio for the Measurement Period ending on the last day of each fiscal quarter of at least 1.0 to 1.0.

               (ii) Maximum Total Debt to EBITDA Ratio. A maximum Total Debt to EBITDA Ratio as of the Measurement Date as follows:

For the Twelve Months Ended on
the Measurement Date	Ratio
December 31, 2006	6.50 to 1.0
March 31, 2007	6.50 to 1.0
June 30, 2007	6.50 to 1.0
September 30, 2007	6.50 to 1.0
December 31, 2007	6.25 to 1.0
March 31, 2008	6.25 to 1.0
June 30, 2008	6.25 to 1.0
September 30, 2008	6.00 to 1.0
December 31, 2008	6.00 to 1.0
March 31, 2009	6.00 to 1.0
June 30, 2009 and each fiscal quarter thereafter	5.50 to 1.0

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               (iii) Minimum Interest Coverage Ratio. A minimum Interest Coverage Ratio for the Measurement Period ending on the Measurement Date as follows:

For the Twelve Months Ended
on the Measurement Date	Ratio
December 31, 2006	1.40 to 1.0
March 31, 2007	1.40 to 1.0
June 30, 2007 and each fiscal quarter thereafter	1.50 to 1.0

               (b) Capital Expenditures. The Loan Parties shall not make, on a consolidated basis, during any Fiscal Year any Capital Expenditures that in the aggregate (after giving effect to all such Capital Expenditures made during such Fiscal Year) exceed $7,500,000; provided, that to the extent that aggregate Capital Expenditures made, on a consolidated basis, by the Loan Parties in any Fiscal Year are less than the amount set forth above for such Fiscal Year, the lesser of (i) such excess amount and (ii) fifty percent (50%) of the amount set forth above for such Fiscal Year may be carried forward, but may be expended only in the immediately succeeding Fiscal Year. Any amount so carried forward shall be deemed made hereunder following utilization of all allowed amounts (without regard to such rollover) for Capital Expenditures in such immediately succeeding Fiscal Year.”

          SECTION 3. WAIVER

          3.1 Subject to the terms and conditions herein, the Agent hereby waives any past or present Events of Default arising under Section 8.1(d) of the Note Purchase Agreement resulting from the failure of the Borrower to comply with Section 7.3 of the Note Purchase Agreement.

          3.2 Except as set forth in Section 2.1, the Agent hereby reserves all rights and remedies granted to the Agent and the Purchasers under the Note Purchase Agreement or applicable law or otherwise and nothing contained herein shall be construed to limit, impair or otherwise affect the right of the Agent and the Purchasers to declare an Event of Default with respect to any future non-compliance with any covenant, term or provision of the Note Purchase Agreement or any other document now or hereafter executed and delivered in connection therewith.

          SECTION 4. MISCELLANEOUS

          4.1 All references to the Note Purchase Agreement in the Note Purchase Agreement, the Purchase Documents and the other documents and instruments delivered pursuant to or in connection therewith shall mean the Note Purchase Agreement as amended hereby and as such may in the future be amended, restated, supplemented or modified from time to time.

4

          4.2 This Amendment and Waiver may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement.

          4.3 Delivery of an executed counterpart of a signature page by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart.

          4.4 This Amendment and Waiver shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Maryland.

          4.5 the parties hereto shall, at any time and from time to time following the execution of this Amendment and Waiver, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment and Waiver.

5

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly executed by their respective authorized officers as of the day and year first above written.

LOAN PARTIES: MGP INSTRUMENTS, INC.
By:	/s/ Michael S. Wilson
	Name:	MICHAEL WILSON
	Title:	CEO
DOSIMETRY ACQUISITIONS (U.S.), INC.
By:	/s/ Thomas Logan
	Name:	THOMAS LOGAN
	Title:	PRESIDENT

[SIGNATURE PAGE TO AMENDMENT NO. 4 TO THE DOSIMETRY NEPA]

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	ROBERT KLEIN
	Title:	VICE PRESIDENT
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Name:	ROBERT KLEIN
	Title:	MANAGING DIRECTOR
ACS FUNDING TRUST I
By:	AMERICAN CAPITAL STRATEGIES,
	LTD., as Servicer
By:	/s/ Robert Klein
	Name:	ROBERT KLEIN
	Title:	MANAGING DIRECTOR
ACAS BUSINESS LOAN TRUST 2004-1
By:	AMERICAN CAPITAL STRATEGIES, LTD.,
	as Servicer
By:	/s/ Robert Klein
	Name:	ROBERT KLEIN
	Title:	MANAGING DIRECTOR
ACAS BUSINESS LOAN TRUST 2005-1
By:	AMERICAN CAPITAL STRATEGIES, LTD.,
	as Servicer
By:	/s/ Robert Klein
	Name:	ROBERT KLEIN
	Title:	MANAGING DIRECTOR

[SIGNATURE PAGE TO AMENDMENT NO. 4 TO THE DOSIMETRY NEPA]

EX-10.2.6

Exhibit 10.2.6

AMENDMENT NO. 4
TO
NOTE AND EQUITY PURCHASE AGREEMENT

by among

MGP INSTRUMENTS, INC.

AS BORROWER,

DOSIMETRY ACQUISITIONS (U.S.), LLC
(successor by merger to Dosimetry Acquisitions (U.S.). Inc.)

AS GUARANTOR,

AMERICAN CAPITAL FINANCIAL SERVICES, INC.

AS AGENT

and

THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO

Date of Amendment No. 4: May 14, 2008
Date of Amendment No. 3: June 30, 2006
Date of Amendment No. 2: November 1, 2005
Date of Amendment No. 1: October 22, 2004
Original Date: June 23, 2004

AMENDMENT NO. 4
TO
NOTE AND EQUITY PURCHASE AGREEMENT

$24,944,400 Aggregate Principal Amount of Senior Term B Notes Due June 23, 2010

$12,168,000 Aggregate Principal Amount of Senior Subordinated Notes Due June 23, 2011

$4,867,200 Aggregate Principal Amount of Junior Subordinated Notes Due June 23, 2011

$8,213,400 Revolving Loan Facility

     THIS AMENDMENT NO. 4 TO THE NOTE AND EQUITY PURCHASE AGREEMENT, dated as of May 14, 2008 (this “Amendment”), is by and among MGP INSTRUMENTS, INC. (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), LLC (“Topco”), as Guarantor, AMERICAN CAPITAL STRATEGIES, LTD. (“ACAS”), ACS FUNDING TRUST I (“AFT,” and together with ACAS, the “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as agent for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Amendment have the meanings assigned to such terms in the Agreement (as defined below).

RECITALS

     A. The Borrower, ACAS, and ACFS are parties to a Note and Equity Purchase Agreement dated as of June 23, 2004 (as amended to date, the “Agreement”), pursuant to which ACAS purchased from the Borrower certain Senior Term B Notes; certain Senior Subordinated Notes; and certain Junior Subordinated Notes.

     B. ACAS has sold or contributed certain of the Notes to AFT.

     C. The Borrower has requested, and Agent and Purchasers have agreed, to extend the Revolving Loan Termination Date until October 14, 2010.

     D. All capitalized terms used but not defined herein shall have the respective meanings ascribed in the Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

ARTICLE 1
AMENDMENT

     1.1 Consent. Pursuant to Section 15.2 of the Agreement, each of the undersigned Agent and Purchasers hereby consent to this Amendment and agree, subject

to the conditions set forth herein, that upon the execution hereof, the Agreement is hereby amended as follows and shall be deemed to be amended, effective as of the date set forth above.

     1.2 Amendment to Section 2.3. Section 2.3(a) of the Agreement is hereby amended by replacing the phrase “June 23, 2008” with the phrase “October 14, 2010”.

ARTICLE 2
REFERENCE TO AND EFFECT ON THE AGREEMENT

     2.1 References. On and after the date hereof, (i) each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the Agreement as amended hereby, and (ii) each reference to the Agreement in all other Purchase Documents shall mean and be a reference to the Agreement, as amended hereby.

     2.2 Effects. Except as specifically amended above, the Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. Without limiting the foregoing, all representations and warranties of the Loan Parties contained in the Purchase Documents or made in writing in connection therewith and herewith shall survive the execution and delivery of this Amendment.

     2.3 No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Purchaser, or constitute a waiver of, or consent to and departure from, any provision of the Agreement, or any other documents, instruments and agreements executed and/or delivered in connection therewith.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

     3.1 Each Loan Party hereby represents and warrants as follows:

          (a) This Amendment constitutes a legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

          (b) Such Loan Party has no defense, counterclaim or offset with respect to the Agreement or the Notes.

ARTICLE 4
AGENT’S FEES AND EXPENSES

     4.1 Agent’s Fees and Expenses. The Borrower shall payor cause to be paid to Agent or its designee a fee in the amount of $1,000 in consideration for the preparation and negotiation of the Amendment.

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ARTICLE 5
MISCELLANEOUS

     5.1 Ratification. Except as expressly modified hereby, the Agreement remains in full force and effect.

     5.2 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

     5.3 Severability. Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Amendment.

     5.4 Headings. Article, section and subsection headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

     5.5 Counterparts. This Amendment may be executed in any number of counterparts and by either party hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

     5.6 Integration. This Amendment, the Agreement, as amended, and the other Purchase Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

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SIGNATURE PAGE TO
AMENDMENT NO. 4 TO
NOTE AND EQUITY PURCHASE AGREEMENT

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

LOAN PARTIES: MGP INSTRUMENTS, INC.
By:	/s/ Michael S. Wilson
	Name:	Michael Wilson
	Title:	Vice President & CEO
DOSIMETRY ACQUISITIONS (U.S.), LLC By its sole member Mirion Technologies, Inc.
By:	/s/ Thomas Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACS FUNDING TRUST I
By:	AMERICAN CAPITAL STRATEGIES,
	LTD. its Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
AGENT: AMERICAN CAPITAL FINANCIAL
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

EX-10.2.7

Exhibit 10.2.7

GUARANTY

     GUARANTY (the “Guaranty”), dated as of January 1, 2006 of Global Monitoring Systems, Inc. (“GMS”) in favor of American Capital Financial Services, Ltd., as agent (the “Agent”) for the benefit of the purchasers (the “Purchasers”) identified on Annex A to the Note and Equity Purchase Agreement dated as of June 23, 2004 by and among MGP Instruments, Inc. (the “Borrower”), the Purchasers (as defined therein), Dosimetry Acquisitions (U.S.), Inc. (“Dosimetry”) and Agent, as amended by Amendment No. 1 dated as of October 22, 2004 (collectively, the Purchase Agreement”).

     WHEREAS, pursuant to the terms of the Purchase Agreement, the Purchasers have agreed to lend the Borrower: (i) $24,944,400 in aggregate principal amount as evidenced by the Senior Term B Notes due June 23, 2010, (ii) $12,168,000 in aggregate principal amount as evidenced by the Senior Subordinated Notes due June 23, 2011, (iii) $4,867,200 in aggregate principal amount as evidenced by the Junior Subordinated Notes due June 23, 2011 and (iv) a Revolving Loan Facility in a maximum aggregate principal amount of $8,213,400 as evidenced by the Revolving Notes of the Borrower payable to the Purchasers (together, the “Notes”);

     WHEREAS, pursuant to the Master Restructuring Agreement, dated as of December 31, 2005 among GMS, Dosimetry and the other parties thereto, Dosimetry proposes to merge with and into Dosimetry Acquisitions (U.S.) LLC (“Dosimetry LLC”), a wholly-owned subsidiary of GMS, with Dosimetry the surviving and continuing entity (the “Merger”);

     WHEREAS, Dosimetry has requested that the Agent and Purchasers consent to the Merger and waive the applicability of any provisions of the Purchase Agreement that may be breached as a result of the Merger (the “Consent”);

     WHEREAS, it is a condition to the Consent by the Agent and Purchaser that GMS enter into this Guaranty and that GMS enter into a Pledge and Security Agreement in the form attached to the Consent to secure GMS’s obligations hereunder; and

     WHEREAS, GMS is willing to enter into this Guaranty to provide additional security for the payment and performance of the obligations under the terms of the Purchase Agreement; and

     WHEREAS, capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Purchase Agreement.

     NOW, THEREFORE, GMS hereby agrees:

     Section 1. Guaranty by GMS. From and after the date hereof, GMS hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise (including, without limitation, upon a demand in the event of an Event of Default under the Purchase Agreement) in accordance herewith, the Notes and all other Obligations of the Loan Parties under the Notes and any other Purchase Document (the “Guaranteed Obligations”), whether or not from time to time reduced or extinguished or

hereafter increased or incurred, whether or not recovery is or hereafter may become barred by any statute of limitations, whether or not enforceable, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the United States Bankruptcy Code and any amendments thereto (Title 11, United States Code) (the “Bankruptcy Code”) whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection. GMS hereby further agrees that, if any payment made by the Loan Parties or GMS and applied to the Guaranteed Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such payment or repayment, GMS’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of GMS in respect of the amount of such payment.

     Section 2. Authorization; Other Agreements. Agent, for the benefit of Purchasers is hereby authorized, without notice to, or demand upon, GMS, which notice and demand requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of GMS hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to do each of the following:

     (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guaranteed Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including any Transaction Document) now or hereafter executed by the Loan Parties and delivered to Agent or any Purchaser, including any increase or decrease of principal or the rate of interest thereon;

     (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guaranteed Obligations, or any part thereof, or any other instrument or agreement in respect of the Guaranteed Obligations (including any Transaction Document) now or hereafter executed by the Loan Parties and delivered to Agent or any Purchaser;

     (c) accept partial payments on the Guaranteed Obligations;

     (d) receive, take and hold additional security or collateral for the payment of the Guaranteed Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral;

     (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any

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security or collateral for the Guaranteed Obligations or any part of them or any other guaranty therefor, in any manner;

     (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guaranteed Obligations or any part of them and otherwise deal with the Loan Parties or any other guarantor, maker or endorser;

     (g) apply to the Guaranteed Obligations any payment or recovery from the Loan Parties, from GMS or from any other guarantor, maker or endorser of the Guaranteed Obligations or any part of them, in each case whether such Guaranteed Obligations are secured or unsecured or guaranteed or not guaranteed by others;

     (h) apply to the Guaranteed Obligations any payment or recovery from GMS of any sum realized from security furnished by the Loan Parties upon their indebtedness or obligations to the Agent or any Purchaser, in each case whether or not such indebtedness or obligations relate to the Guaranteed Obligations; and

     (i) refund at any time any payment received by Agent or any Purchaser in respect of any Obligation, and payment to Agent or any Purchaser of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of GMS hereunder in respect of the amount so refunded; even if any right of reimbursement or subrogation or other right or remedy of GMS is extinguished, affected or impaired by any of the foregoing (including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guaranteed Obligations that impairs any subrogation, reimbursement or other right of GMS).

     Section 3. Guaranty Absolute and Unconditional. GMS hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of any of the following:

     (a) the invalidity or unenforceability of any Loan Party’s obligations under the Purchase Agreement, the Notes or any other Transaction Document, or any security for, or other guaranty of the Guaranteed Obligations or any part of them or the lack of perfection or continuing perfection or failure of priority of any security in the Guaranteed Obligations or any part of them;

     (b) the absence of any attempt to collect the Guaranteed Obligations or any part of them from the Loan Parties or other action to enforce the same;

     (c) the Agent’s or any Purchaser’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;

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     (d) any borrowing or grant of a Lien by the a Loan Party, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code;

     (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Agent’s or any Purchaser’s claim (or claims) for repayment of the Guaranteed Obligations;

     (f) any use of cash collateral under Section 363 of the Bankruptcy Code;

     (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;

     (h) the avoidance of any Lien in favor of the Agent or any Purchaser for any reason;

     (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Loan Party, or any of the Loan Parties’ other Subsidiaries, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;

     (j) failure by the Agent or any Purchaser to file or enforce a claim against any Loan Party or its estate in any bankruptcy or insolvency case or proceeding;

     (k) any action taken by the Agent or any Purchaser if such action is authorized hereby;

     (1) Loan Parties’ inability to pay the Guaranteed Obligations, whether by contractual obligation or otherwise;

     (m) any election following the occurrence of an Event of Default by the Agent or any Purchaser to proceed separately against the personal property Collateral in accordance with the Agent’s or any Purchaser’s rights under the Uniform Commercial Code or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with the Agent’s or any Purchaser’s rights with respect to such real property; or

     (n) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full of the Guaranteed Obligations.

     Section 4. Waivers. GMS hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Guaranteed Obligations or any part of them, and any defense arising by reason of any disability or other defense. GMS shall not, until the Guaranteed Obligations are irrevocably paid in full and have been terminated, assert any claim or counterclaim it may have against any of the Loan Parties or set off any of its obligations to the Loan Parties against any obligations of the Loan Parties to it. In connection with the foregoing, GMS covenants that its obligations hereunder shall not be discharged, except by complete performance.

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     Section 5. Reliance. GMS hereby assumes responsibility for keeping itself informed of the financial condition of the Loan Parties and any endorser and other guarantor of all or any part of the Guaranteed Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent inquiry would reveal, and GMS hereby agrees that the Agent or any Purchaser shall have no duty to advise GMS of information known to it regarding such condition or any such circumstances. In the event the Agent or any Purchaser, in its sole discretion, undertakes at any time or from time to time to provide any such information to GMS, the Agent or any Purchaser shall be under no obligation (a) to undertake any investigation not a part of its regular business routine, (b) to disclose any information that the Agent or any Purchaser, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) to make any other or future disclosures of such information or any other information to GMS.

     Section 6. Waiver of Subrogation and Contribution Rights. Until the Guaranteed Obligations have been irrevocably paid in full and have been terminated, GMS shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Agent or any Purchaser or any part of them against the Loan Parties or any right of reimbursement or contribution or similar right against the Loan Parties by reason of this Guaranty or by any payment made in respect of the Guaranteed Obligations.

     Section 7. Default; Remedies. If any of the Guaranteed Obligations are not paid when due or upon any default by the Loan Parties as provided in any other instrument or document evidencing all or any part of the Guaranteed Obligations, the Agent or any Purchaser may, at its sole election, proceed directly and at once, without notice, against GMS to collect and recover the full amount or any portion of the Guaranteed Obligations then due, without first proceeding against the Loan Parties.

     Section 8. Irrevocability. This Guaranty shall be irrevocable as to the Guaranteed Obligations (or any part thereof) until all monetary Guaranteed Obligations then outstanding have been irrevocably repaid in cash or otherwise irrevocably discharged, at which time this Guaranty shall automatically be cancelled. Upon such cancellation and at the written request of GMS or their successors or assigns, and at the cost and expense of GMS or its successors or assigns, the Agent or any Purchaser shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.

     Section 9. No Marshalling. GMS consents and agrees that neither the Agent nor any Purchaser nor any Person acting for or on behalf of the Agent or any Purchaser shall be under any obligation to marshal any assets in favor of GMS or against or in payment of any or all of the Guaranteed Obligations.

     Section 10. Authority of Agent. GMS acknowledges that the rights and responsibilities of the Agent under this Guaranty with respect to any action taken by the Agent or the exercise or non-exercise by the Agent of any option, right, request, judgment or other right or remedy provided for in this Guaranty or resulting or arising out of this Guaranty shall, as between the Agent and the Purchasers, be governed by the Purchase Agreement and by such

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other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and GMS, the Agent shall be conclusively presumed to be acting as agent for the Purchasers with full and valid authority so to act or refrain from acting.

     Section 11. Notices. All notices, requests and demands to or upon the Agent, any Purchaser or GMS to be effective shall be in writing (including by telecopy) and, unless otherwise expressly provided in this Guaranty, shall be deemed to have been duly given or made when delivered by hand, or five (5) Business Days after being deposited in the mail, postage prepaid, or in the case of telecopy notice, when received, addressed as follows:

          (a) if to the Agent, at the address provided in Section 15.6 of the Purchase Agreement; and

          (b) if to GMS, at the following address:

Global Monitoring Systems, Inc.
c/o American Capital Strategies, Ltd.
461 Fifth Avenue, 26th Floor
New York, NY 10017
Attention:            Robert Klein
                            Dustin Smith
Fax: (212) 213-2060

     Section 12. Governing Law. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of Maryland, without regard to conflict of law principles.

     Section 13. Severabilitv. Any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Guaranty, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 14. Integration. This Guaranty, the Purchase Agreement and the Note represents the entire agreement of GMS, the Agent and the Purchasers with respect to the subject matter expressed in this Guaranty, and there are no promises, undertakings, representations or warranties by GMS, the Agent or any Purchaser relative to the subject matter of this Guaranty that is not expressly set forth or referred to in this Guaranty, the Purchase Agreement or the Note. Any previous agreement between GMS, the Agent or the Purchasers with respect to the subject matter of this Guaranty is superseded by this Guaranty, the Purchase Agreement and the Note.

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     Section 15. Amendments in Writing; No Waiver; Cumulative Remedies.

          (a) None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except pursuant to a written instrument executed by the parties hereto.

          (b) No failure to exercise, nor any delay in exercising, on the part of the Agent or any Purchaser, any right, power or privilege under this Guaranty shall operate as a waiver of this Guaranty. No single or partial exercise of any right, power or privilege under this Guaranty shall preclude any other or further exercise of this Guaranty or the exercise of any other right, power or privilege. A waiver by the Agent or any Purchaser of any right or remedy under this Guaranty on any one occasion shall not be construed as a bar to any right or remedy that the Agent or such Purchaser would otherwise have on any future occasion.

          (c) The rights and remedies provided in this Guaranty are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

     Section 16. Interpretation. The headings of the sections of this Guaranty are inserted for convenience only and shall not be deemed to constitute a part hereof for any other purpose.

     Section 17. Attorney’s Cost. GMS agrees to pay all attorney’s fees and disbursements and all other actual costs and expenses which may be incurred by the Purchasers or the Agent in enforcing or obtaining advice of counsel in respect of any rights with respect to this Guaranty, or collecting any or all of the amounts due under the Note or enforcing any rights with respect to, or collecting against, GMS under this Guaranty.

     Section 18. Currency of Payment. Any payment to be made by GMS pursuant to this Guaranty shall be made in the same currency as designated for payment in the Note and such designation of the currency of payment is of the essence.

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IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered as of the date first above written.

GLOBAL MONITORING SYSTEMS, INC.
By:	/s/ Thomas Logan
Name:	Thomas Logan
Title:	President
AMERICAN CAPITAL FINANCIAL SERVICES, INC., as Agent
By:	/s/ Robert J. Klein
Name:	Robert J. Klein
Title:

signature page to the gms/dosimetry nepa guaranty

EX-10.2.8

Exhibit 10.2.8

WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT

     THIS WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver”) is made and entered into as of June 15, 2009 by and among MIRION TECHNOLOGIES (MGPI), INC. (fka MGP INSTRUMENTS, INC.), a Delaware corporation (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), LLC, a Delaware limited liability company, and successor by merger to Dosimetry Acquisitions (U.S.), Inc. (“TopCo”) as Guarantor, the securities purchasers that are now and hereafter at any time parties thereto, the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).

RECITALS

     WHEREAS, Borrower, Agent and the Purchasers are parties to that certain Amended and Restated Note and Equity Purchase Agreement, dated as of June 23, 2004 (as amended from time to time, the “Purchase Agreement”), pursuant to which the Purchasers purchased Notes issued by the Borrower;

     WHEREAS, as part of a project to change the corporate names of the operating companies within the Mirion corporate group, Borrower has changed its corporate name from MGP Instruments, Inc. to Mirion Technologies (MGPI), Inc. on May 27, 2009;

     WHEREAS, as part of an international tax restructuring of the Mirion corporate group, TopCo, which is a wholly owned subsidiary of Mirion Technologies, Inc. (“Mirion”) desires to acquire equity ownership of Mirion’s indirect wholly owned subsidiary, Mirion Technologies (IST France) SAS (fka IST Auxitrol Nuclear SAS);

     WHEREAS, on February 10, 2004, Dosimetry Acquisitions (U.S.), Inc. was incorporated as a Delaware corporation; on December 15, 2005, Dosimetry Acquisitions (U.S.), LLC was formed as a Delaware limited liability company; and December 31, 2005 Dosimetry Acquisitions (U.S.), Inc. merged with and into Dosimetry Acquisitions (U.S.), LLC;

     WHEREAS, the Purchase Agreement requires the Borrower’s board of directors to be the same in composition as TopCo’s and to meet quarterly but Dosimetry Acquisitions (U.S.), LLC, being a limited liability company, has no board of directors;

     WHEREAS, Agent and Purchasers have agreed to waive sections of the Purchase Agreement with respect to the above matters, as set forth and subject to the terms and conditions in this Waiver;

     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth, and intending to be legally bound hereby, covenant and agree as follow:

ARTICLE 1

WAIVERS TO PURCHASE AGREEMENT

     1.1 Waiver with Respect to Name Changes.

          1.1.1 Waiver of Notice Period for Changed or Additional Business Names. The Purchasers hereby waive the Borrower’s obligations and the Purchasers’ rights, solely with respect to the Borrower’s obligations to provide at least 30 days advance written notice of a change to its corporate name and establishment of additional trade names, under the Purchase Agreement, including without limitation Section 7.2(p), and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

          1.1.2 Waiver of Borrower’s Covenants Not to Amend Charter Documents or Bylaws. The Purchasers hereby waive the Borrower’s obligations and Purchasers’ rights under the Purchase Agreement solely with respect to amendments, modifications, termination or waiver of Charter Documents or Bylaws in connection with Borrower’s change to its corporate name, including without limitation Section 7.2(k) of the Purchase Agreement, and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

     1.2 Waiver with Respect to International Tax Restructuring. The Purchasers hereby waive the Borrower’s obligations and Purchasers’ rights, solely with respect to the transfer of equity ownership of Mirion Technologies (IST France) SAS to TopCo, under the Purchase Agreement, including without limitation Sections 7.2(e) and 7.2(f), and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

     1.3 Waiver of Board Composition and Meeting Requirement. The Purchasers hereby waive the Borrower’s obligations and Purchasers’ rights, solely with respect to the requirement that the Borrower’s board of directors be identical in composition to the board of directors of TopCo and that such board of directors meet at least quarterly, under the Purchase Agreement, including without limitation Section 7.1(i)(i) of the Purchase Agreement, and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

ARTICLE 2

AMENDMENTS

     2.1 Amendment with Respect to Name Change. All references to “MGP Instruments, Inc.” in the Purchase Agreement (and in all other provisions of the Transaction Documents) are hereby replaced with “Mirion Technologies (MGPI), Inc.”

     2.2 Amendment with Respect to Board of Directors Covenant. Section 7.1(i) is hereby amended and restated in its entirety to read as follows:

     “(i) Board of Directors.

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     (i) The Borrower’s Board of Directors shall consist of three (3) directors. Purchasers shall have the right to designate two (2) directors to the Board of Directors.

     (ii) Intentionally deleted.

     (iii) Members of the Board of Directors of Borrower shall be reimbursed by Borrower for reasonable out of pocket expenses incurred in connection with attendance at Board of Directors, committee and stockholder meetings.

     (iv) Borrower hereby agrees that, notwithstanding the fiduciary duties a director may have as a director of Borrower, a director or any observer described in this Section 7.1(i) may share with Agent or any Purchaser and such Purchaser’s legal and financial advisors any confidential information related to the business and operations of the Borrower disclosed to him during the exercise of his duties as a director of Borrower or his participation as an observer to the Board of Directors of Borrower, as the case may be, unless such Board of Directors specifically directs that such confidential information not be so disclosed.”

ARTICLE 3

EFFECT OF WAIVER

     3.1 No Waiver or Novation. Except for the waivers and amendments contemplated by this Waiver, the execution, delivery and effectiveness of this Waiver shall not (i) operate as a waiver of any future Event of Default, right, power or remedy of the Purchasers, whether created by contract, at law or in equity, (ii) constitute a waiver of, or consent to and departure from, any provision of the Purchase Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith (the “Note Documents”), or (iii) be construed and/or deemed to be a satisfaction, novation, cure, modification, amendment or release of the Notes, the Purchase Agreement or the other Note Documents.

     3.2 Ratification. Except as expressly modified hereby, the Purchase Agreement and all other Note Documents, shall remain in full force and effect, and are hereby ratified and confirmed.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

     4.1 Representations and Warranties. The Borrower represents and warrants to Agent and the Purchasers that (a) it has full power and authority to execute and deliver

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this Waiver and to perform their obligations hereunder, (b) upon the execution and delivery hereof, this Waiver will be valid, binding and enforceable against Borrower in accordance with its terms and (c) the Borrower has no defense, counterclaim or offset with respect to the Agreement or the Notes.

ARTICLE 5

CONDITIONS PRECEDENT

     5.1 Conditions Precedent. The effectiveness of this Waiver is subject to Agent’s receipt from the Borrower, on or before the date hereof, of an original of this Waiver, duly executed, and delivered in a manner satisfactory to Agent.

ARTICLE 6

AGENT FEES

     6.1 Agent’s Fees and Expenses. Borrower shall pay or cause to be paid to Agent or its designee a fee in the amount of $3,000 in consideration for the negotiation of the Waiver.

ARTICLE 7

MISCELLANEOUS

     7.1 Affirmations. The Borrower hereby: (i) affirms all the provisions of the Purchase Agreement, as modified by this Waiver, and all the provisions of each of the other Transaction Documents, (ii) agrees that the terms and conditions of the Purchase Agreement, as modified by this Waiver, and all other Transaction Documents shall continue in full force and effect, and (iii) except as specifically referenced herein, the execution, delivery and effectiveness of this Waiver shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Agreement or any documents and instruments delivered pursuant to or in connection therewith.

     7.2 Governing Law. This Waiver shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws.

     7.3 Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Waiver, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Waiver.

     7.4 Headings. Section headings in this Waiver are included herein for convenience of reference only and shall not constitute a part of this Waiver for any other purpose.

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     7.5 Counterparts. This Waiver may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

     7.6 Severability. Whenever possible, each provision of this Waiver shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Waiver is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Waiver.

     7.7 Facsimile Signatures. This Waiver may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

     7.8 Integration. This Waiver, the Purchase Agreement and the other Transaction Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

     7.9 Defined Terms. Capitalized terms used in this Waiver and not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.

     7.10 No Third Party Beneficiaries. The terms and provisions of this Waiver shall be for the sole benefit of the parties hereto and their respective successors and assigns; no other person, firm, entity or corporation shall have any right, benefit or interest under this Waiver.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Waiver as of the day and year first above written.

BORROWER: MIRION TECHNOLOGIES (MGPI), INC.
By:	/s/ Seth B. Rosen
	Name:	Seth B. Rosen
	Title:	Secretary
GUARANTOR: DOSIMETRY ACQUISITIONS (U.S.), LLC By its sole member Mirion Technologies, Inc.
By:	/s/ Thomas D. Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer

[Signature Page 1 of 2 to MGPI Waiver]

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2004-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2005-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

[Signature Page 2 of 2 to MGPI Waiver]

ANNEX A

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchasers

AMERICAN CAPITAL, LTD.
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814

ACAS BUSINESS LOAN TRUST 2004-1
ACAS BUSINESS LOAN TRUST 2005-1
c/o American Capital, Ltd., as Servicer
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814

EX-10.2.9

Exhibit 10.2.9

Execution Version

WAIVER AND AMENDMENT AGREEMENT TO
NOTE AND EQUITY PURCHASE AGREEMENT

     THIS WAIVER AND AMENDMENT AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver and Amendment”) is made and entered into as of July 31, 2009 by and among MIRION TECHNOLOGIES (MGPI), INC. (fka MGP INSTRUMENTS, INC.), a Delaware corporation (“Borrower”), DOSIMETRY ACQUISITIONS (U.S.), LLC, a Delaware limited liability company, and successor by merger to Dosimetry Acquisitions (U.S.), Inc. (“TopCo”) as Guarantor, the securities purchasers that are now and hereafter at any time parties thereto, the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).

RECITALS

     WHEREAS, Borrower, Agent and the Purchasers are parties to that certain Amended and Restated Note and Equity Purchase Agreement, dated as of June 23, 2004 (as amended from time to time, the “Purchase Agreement”), pursuant to which the Purchasers purchased Notes issued by the Borrower;

     WHEREAS, Agent and the Purchasers have agreed to waive the Loan Parties’ obligations and covenants contained in the Purchase Agreement for the period commencing on June 30, 2006 and ending upon July 1, 2009;

     WHEREAS, Agent and the Purchasers have agreed to amend the Purchase Agreement to extend the Revolving Loan Termination Date, the maturity date of the Senior Term Notes, Senior Subordinated Notes and Junior Notes; and

     WHEREAS, Agent and Purchasers have agreed to waive sections of the Purchase Agreement with respect to the above matters, as set forth and subject to the terms and conditions in this Waiver and Amendment.

     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth, and intending to be legally bound hereby, covenant and agree as follow:

ARTICLE 1

WAIVERS TO PURCHASE AGREEMENT

     1.1 Waiver of Covenants. The Purchasers hereby waive the Loan Parties’ obligations and Purchasers’ rights with respect to all covenants under the Purchase Agreement, including without limitation the provisions contained in Article 7, for the period commencing on June 30, 2006 and ending upon July 1, 2009, and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

ARTICLE 2

AMENDMENTS

     2.1 Amendment with Respect to Revolving Loans. Section 2.3(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

     “(a) Subject to the terms and conditions set forth in this Agreement, on or after the Closing Date and to, but excluding July 1, 2011 (the “Revolving Loan Termination Date”), Purchasers shall, severally, on a pro rata basis based on the percentages specified to Agent, make loans and advances to the Loan Parties on a revolving credit basis (collectively, the “Revolving Loans”) in an aggregate amount outstanding at any time up to the Revolving Loan Commitment Amount. From and after the Closing, the Revolving Loans shall be evidenced by a promissory note made by the Loan Parties in favor of the Purchasers (the “Revolving Notes”) in the form attached hereto as Exhibit A-4 to be delivered by the Loan Parties at the Closing. The date and amount of each Revolving Loan made by Purchasers and each payment on account of principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such recordation shall not affect the obligations of the Loan Parties to make payments when due of any amounts owing in respect of the Revolving Loans.”

     2.2 Amendments with Respect to Repayment of Notes.

          2.2.1 Sections 2.2(a) and 2.2(b) are hereby amended and restated in their entirety to read as follows:

               “(a) Senior Subordinated Notes. The Loan Parties have duly authorized the issuance and sale to Purchasers of $12,168,000 in aggregate principal amount of the Loan Parties’ Senior Subordinated Notes due July 1, 2011 (together with any Notes issued in substitution therefor pursuant to Section 6.3 and 6.4, the “Senior Subordinated Notes”), to be substantially in the form of the Senior Subordinated Note attached hereto as Exhibit A-2.

               (b) Junior Subordinated Notes. The Loan Parties have duly authorized the issuance and sale to Purchasers of $4,867,200 in aggregate principal amount of the Loan Parties’ Junior Subordinated Notes due July 1, 2011 (together with any Notes issued in substitution therefor pursuant to Section 6.3 and 6.4, the “Junior Subordinated Notes”, and together with the Senior Subordinated Notes, the “Subordinated Notes”), to be substantially in the form of the Junior Subordinated Note attached hereto as Exhibit A-3.”

          2.2.2 Section 3.2 is hereby amended and restated in its entirety to read as follows:

               “3.2 Repayment of Senior Term Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Senior Term B Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder, on July 1, 2011.”

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          2.2.3 Sections 3.3(a) and 3.3(b) are hereby amended and restated in their entirety to read as follows:

               “(a) Senior Subordinated Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Senior Subordinated Notes, in full, together with all the accrued and unpaid interest, fees and other amounts due hereunder, on July 1, 2011.

               (b) Junior Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Junior Subordinated Notes, in full, together with all the accrued and unpaid interest, fees and other amounts due hereunder, on July 1, 2011.”

ARTICLE 3

EFFECT OF WAIVER AND AMENDMENT

     3.1 No Waiver or Novation. Except for the waivers and amendments contemplated by this Waiver and Amendment, the execution, delivery and effectiveness of this Waiver and Amendment shall not (i) operate as a waiver of any future Event of Default, right, power or remedy of the Purchasers, whether created by contract, at law or in equity, (ii) constitute a waiver of, or consent to and departure from, any provision of the Purchase Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith (the “Note Documents”), or (iii) be construed and/or deemed to be a satisfaction, novation, cure, modification, amendment or release of the Notes, the Purchase Agreement or the other Note Documents.

     3.2 Ratification. Except as expressly modified hereby, the Purchase Agreement and all other Note Documents, shall remain in full force and effect, and are hereby ratified and confirmed.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

     4.1 Representations and Warranties. The Borrower represents and warrants to Agent and the Purchasers that (a) it has full power and authority to execute and deliver this Waiver and Amendment and to perform their obligations hereunder, (b) upon the execution and delivery hereof, this Waiver and Amendment will be valid, binding and enforceable against Borrower in accordance with its terms and (c) the Borrower has no defense, counterclaim or offset with respect to the Agreement or the Notes.

ARTICLE 5

CONDITIONS PRECEDENT

     5.1 Conditions Precedent. The effectiveness of this Waiver and Amendment is subject to Agent’s receipt from the Borrower, on or before the date hereof, of an original of this Waiver and Amendment, duly executed, and delivered in a manner satisfactory to Agent.

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ARTICLE 6

AGENT FEES

     6.1 Agent’s Fees and Expenses. Borrower shall pay or cause to be paid to Agent or its designee a fee in the amount of $3,000 in consideration for the negotiation of the Waiver and Amendment.

ARTICLE 7

MISCELLANEOUS

     7.1 Affirmations. The Borrower hereby: (i) affirms all the provisions of the Purchase Agreement, as modified by this Waiver and Amendment, and all the provisions of each of the other Transaction Documents, (ii) agrees that the terms and conditions of the Purchase Agreement, as modified by this Waiver and Amendment, and all other Transaction Documents shall continue in full force and effect, and (iii) except as specifically referenced herein, the execution, delivery and effectiveness of this Waiver and Amendment shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Agreement or any documents and instruments delivered pursuant to or in connection therewith.

     7.2 Governing Law. This Waiver and Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws.

     7.3 Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Waiver and Amendment, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Waiver and Amendment.

     7.4 Headings. Section headings in this Waiver and Amendment are included herein for convenience of reference only and shall not constitute a part of this Waiver and Amendment for any other purpose.

     7.5 Counterparts. This Waiver and Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

     7.6 Severability. Whenever possible, each provision of this Waiver and Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Waiver and Amendment is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Waiver and Amendment.

     7.7 Facsimile Signatures. This Waiver and Amendment may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

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     7.8 Integration. This Waiver and Amendment, the Purchase Agreement and the other Transaction Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

     7.9 Defined Terms. Capitalized terms used in this Waiver and Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.

     7.10 No Third Party Beneficiaries. The terms and provisions of this Waiver and Amendment shall be for the sole benefit of the parties hereto and their respective successors and assigns; no other person, firm, entity or corporation shall have any right, benefit or interest under this Waiver and Amendment.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Waiver and Amendment as of the day and year first above written.

BORROWER: MIRION TECHNOLOGIES (MGPI), INC.
By:	/s/ Seth B. Rosen
	Name:	Seth B. Rosen
	Title:	Secretary
GUARANTOR: DOSIMETRY ACQUISITIONS (U.S.), LLC By its sole member Mirion Technologies, Inc.
By:	/s/ Thomas D. Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer

[Signature Page 1 of 2 to MGPI Waiver]

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2004-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2005-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

[Signature Page 2 of 2 to MGPI Waiver]

ANNEX A

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchasers

AMERICAN CAPITAL, LTD.
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814

ACAS BUSINESS LOAN TRUST 2004-1
ACAS BUSINESS LOAN TRUST 2005-1
c/o American Capital, Ltd., as Servicer
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814

EX-10.3

Exhibit 10.3

Revolving Loan Facility

Senior Term Notes

Senior Subordinated Notes

Junior Subordinated Notes

Preferred Stock

Common Stock

Warrants to Purchase Common Stock

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

IST ACQUISITIONS, INC.

IMAGING AND SENSING TECHNOLOGY CORPORATION AND
CERTAIN OF THE SUBSIDIARIES OF
IMAGING AND SENSING TECHNOLOGY CORPORATION

AS LOAN PARTIES

AND

AMERICAN CAPITAL FINANCIAL SERVICES, INC.

AS AGENT

and

THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO

October 29, 2004

TABLE OF CONTENTS

			Page
ARTICLE 1		DEFINITIONS		4
	1.1	Certain Definitions		4
	1.2	Accounting Principles		22
	1.3	Other Definitional Provisions; Construction		22
ARTICLE 2		ESTABLISHMENT OF REVOLVING LOAN FACILITY AND ISSUE AND SALE OF SECURITIES		23
	2.1	Senior Term Loans		23
	2.2	Subordinated Notes		24
	2.3	Revolving Loans		24
	2.4	Authorization and Issuance of the Warrants		25
	2.5	Authorization and Issuance of Common Stock		25
	2.6	Authorization and Issuance of Preferred Stock		25
	2.7	Sale and Purchase		25
	2.8	The Closing		26
ARTICLE 3		REPAYMENT OF REVOLVING LOANS, THE SENIOR TERM LOANS AND THE SUBORDINATED NOTES		26
	3.1	Interest Rates and Interest Payments		26
	3.2	Repayment of Senior Term Notes		28
	3.3	Repayment of Subordinated Notes		29
	3.4	Repayment of Revolving Loans		29
	3.5	Optional Prepayment of Notes		29
	3.6	Notice of Optional Prepayment		30
	3.7	Mandatory Prepayment		30
	3.8	Home Office Payment		30
	3.9	Taxes		31
	3.10	Maximum Lawful Rate		31
	3.11	Break Funding Payments		32
	3.12	Capital Adequacy		32
	3.13	Certain Waivers		32
ARTICLE 4		CONDITIONS		32

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TABLE OF CONTENTS
(continued)

			Page
	4.1	Conditions to the Senior Term Loans and Purchase of Securities		32
	4.2	Conditions Precedent to each Revolving Loan		37
	4.3	Waiver		37
ARTICLE 5		REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES		37
	5.1	Representations and Warranties of Loan Parties		37
	5.2	Absolute Reliance on the Representations and Warranties		44
ARTICLE 6		TRANSFER OF SECURITIES		44
	6.1	Restricted Securities		44
	6.2	Legends; Purchaser’s Representations		44
	6.3	Transfer of Notes		45
	6.4	Replacement of Lost Securities		45
	6.5	No Other Representations Affected		45
ARTICLE 7		COVENANTS		45
	7.1	Affirmative Covenants		45
	7.2	Negative Covenants		51
	7.3	Financial Covenants		55
ARTICLE 8		EVENTS OF DEFAULT		56
	8.1	Events of Default		56
	8.2	Consequences of Event of Default		57
ARTICLE 9		THE AGENT		58
	9.1	Authorization and Action		58
	9.2	Delegation of Duties		58
	9.3	Exculpatory Provisions		58
	9.4	Reliance		59
	9.5	Non-Reliance on Agent and Other Purchasers		59
	9.6	Agent in its Individual Capacity		59
	9.7	Successor Agent		59
	9.8	Collections and Disbursements		60
	9.9	Reporting		61

ii

TABLE OF CONTENTS
(continued)

			Page
	9.10	Consent of Purchasers		61
	9.11	This Article Not Applicable to Loan Parties		61
ARTICLE 10		PUT OPTION AND UNLOCKING RIGHTS		62
	10.1	Grant of Option		62
	10.2	Put Price		62
	10.3	Exercise of Put Option		62
	10.4	Certain Remedies		62
	10.5	Put Option Closing		63
	10.6	Unlocking Rights		63
ARTICLE 11		PURCHASE RIGHTS		63
	11.1	Limited Preemptive Rights		63
	11.2	Termination		64
ARTICLE 12		REGISTRATION RIGHTS		64
	12.1	Piggyback Registrations		64
	12.2	Demand Registration Rights		65
	12.3	S-3 Demand Registration Rights		66
	12.4	Holdback Agreements		66
	12.5	Registration Procedures		67
	12.6	Registration Expenses		69
	12.7	Indemnification		69
	12.8	Participation in Underwritten Registrations		70
ARTICLE 13		SUBORDINATION OF NOTES		71
	13.1	General		71
	13.2	Default in Respect of Senior Term Loan or Revolving Loan		71
	13.3	Default in Respect of Senior Subordinated Notes		72
	13.4	Insolvency, etc		74
	13.5	Limited Suspension of Remedies of Holders of Subordinated Notes		76
	13.6	Proof of Claim		77
	13.7	Acceleration of Subordinated Notes		77
	13.8	Turnover of Payments		78

iii

TABLE OF CONTENTS
(continued)

			Page
	13.9	Obligations Not Impaired		79
	13.10	Payment of Debt; Subrogation		79
	13.11	Reliance of Holders of Senior Loans; Reliance of Holders of Senior Subordinated Notes; Amendments		79
ARTICLE 14		MISCELLANEOUS		80
	14.1	Successors and Assigns		80
	14.2	Modifications and Amendments		80
	14.3	No Implied Waivers; Cumulative Remedies; Writing Required		80
	14.4	Reimbursement of Expenses		81
	14.5	Holidays		81
	14.6	Notices		81
	14.7	Survival		82
	14.8	Governing Law		82
	14.9	Jurisdiction, Consent to Service of Process		82
	14.10	Jury Trial Waiver		83
	14.11	Severability		83
	14.12	Headings		84
	14.13	Indemnity		84
	14.14	Environmental Indemnity		84
	14.15	Counterparts		85
	14.16	Integration		85
SIGNATURE PAGE TO AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT				86
ANNEX A INFORMATION RELATING TO PURCHASERS				91
ANNEX B				92
SCHEDULES				98
EXHIBITS				99

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AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT

$15,000,000 Aggregate Principal Amount of Senior Term A Notes Due May 24, 2009

$7,500,000 Aggregate Principal Amount of Senior Term B Notes Due May 24, 2010

$4,000,000 Aggregate Principal Amount of Senior Term C Notes Due October 29, 2011

$7,500,000 Aggregate Principal Amount of Senior Subordinated Notes Due May 24, 2011

$1,250,000 Aggregate Principal Amount of Junior Subordinated Notes Due May 24, 2012

$5,250,000 Revolving Loan Facility

22,000 Shares Preferred Stock of Parent

10,000 Shares of Class B Common Stock of Parent

Warrants to Purchase 83,458 Shares
of Class B Common Stock of Parent

          THIS AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of October 29, 2004, is by and among IST ACQUISITIONS, INC., a Delaware corporation (“Parent”), IMAGING AND SENSING TECHNOLOGY CORPORATION, a New York corporation (“Borrower”), IST CONAX NUCLEAR, INC., a New York corporation, I.S. TECHNOLOGY de PUERTO RICO, INC., a Delaware corporation, IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP., a New York corporation, IST INSTRUMENTS, INC., a New York corporation, QUADTEK, INC., a Washington corporation (each a “Subsidiary” and collectively the “Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.

RECITALS

1. The parties hereto were party to a Note and Equity Purchase Agreement, dated as of May 24, 2004, as amended by Amendment No. 1 thereto, dated August 18, 2004 (the “Existing Purchase Agreement”), pursuant to which Parent and Borrower obtained financing from Purchasers by selling to Purchasers Senior Term A Notes, due May 24, 2009, for an aggregate amount of $15,000,000, Senior Term B Notes, due May 24, 2010, for an aggregate amount of $7,500,000, Senior Subordinated Notes, due May 24, 2011, for an aggregate amount of $7,500,000, and

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Junior Subordinated Notes, due May 24, 2012, for an aggregate amount of $1,250,000 (collectively the “Original Notes”).

2. Purchasers have sold or contributed certain of such Notes to ACS Funding Trust I, a Delaware statutory trust, Wachovia Bank, National Association, a national banking association (“Wachovia”), and CoLTS Trust 2004-1, a Delaware Statutory trust (“CoLTS”).

3. Wachovia, by its execution hereof, ratifies and consents to Amendment No. 1 to the Existing Purchase Agreement.

4. Pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”), dated May 24, 2004, by and between Parent and certain stockholders of Borrower (collectively, “Sellers”), Parent acquired by purchase from Sellers all of the issued and outstanding capital stock of Borrower (the “Acquisition”).

5. The Loan Parties sold the Original Notes to Purchasers in the aggregate amount of $31,250,000 for the purpose of financing the Acquisition.

6. The Loan Parties have entered into a revolving credit facility with Purchasers in the amount of $5,250,000 for the purpose of financing the Acquisition and providing working capital.

7. Parent has sold 22,000 shares of its Series A Redeemable Preferred Stock, $.001 par value (“Preferred Stock”), and 10,000 shares of its Class B Common Stock, $.001 par value (“Class B Common Stock”) to Purchasers.

8. In order to induce Purchasers to purchase the Preferred Stock and the Junior Subordinated Notes (as defined herein), Parent has issued and sold to Purchasers, in connection with the purchase of the Preferred Stock and the Junior Subordinated Notes, warrants exercisable for an aggregate of 81,589 and 1,869 shares of Class B Common Stock, respectively, subject to the terms and conditions set forth in this Agreement.

9. Pursuant to the Sale and Purchase Agreement of the Nuclear Business, dated of even date herewith, by and between IST Auxitrol Nuclear SAS, a wholly-owned subsidiary of Parent (“IST France”), and Auxitrol SA (“Auxitrol”), IST France has, concurrent herewith, acquired by purchase certain assets of Auxitrol (the “Auxitrol Acquisition”).

10. The Loan Parties, Purchasers and the Agent have agreed to amend and restate the Existing Purchase Agreement in connection with the Auxitrol Acquisition to provide for the purchase and sale of Senior Term C Notes to Purchasers for the purpose of financing the Auxitrol Acquisition, and to amend certain other terms of the Existing Purchase Agreement.

11. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Purchase Agreement or evidence payment of any such obligations and liabilities, that this Agreement amends and restates in its entirety the Existing Purchase Agreement, and that from and after the date hereof the Existing Purchase Agreement shall be of no further force or effect.

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          NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

ARTICLE 1
DEFINITIONS

          1.1 Certain Definitions. In addition to other words and terms defined elsewhere in this Agreement, the following words and terms shall have the meanings set forth below (and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

          “ACAS” shall mean American Capital Strategies, Ltd., a Delaware corporation.

          “ACFS” shall have the meaning assigned to such term in the preamble hereto.

          “Additional Closing” shall mean the closing of the purchase and sale of the Additional Securities pursuant to this Agreement.

          “Additional Closing Date” shall have the meaning assigned to such term in Section 2.8(b) hereof.

          “Additional Securities” shall mean the Senior Term C Notes.

          “Advance Rates” shall have the meaning assigned to such term in Section 2.3(a) hereof.

          “Affiliate” shall mean with respect to any Person, any other Person that is directly or indirectly controlling, controlled by or under common control with such Person or entity or any of its Subsidiaries, and the term “control” (including the terms “controlled by” and “under common control with”) means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise. Without limiting the foregoing, the ownership of ten percent (10%) or more of the voting securities of a Person shall be deemed to constitute control. Notwithstanding anything to the contrary herein, neither Purchasers nor any of their respective Affiliates shall be deemed to be Affiliates of the Loan Parties by virtue of the transactions contemplated in this Agreement.

          “Acquisition” shall have the meaning assigned to such term in the Recitals hereto.

          “Agent” shall have the meaning assigned to such term in the preamble hereto and any successor agent provided for hereunder.

          “Agreement” shall mean this Amended and Restated Note and Equity Purchase Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

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          “Amendment No. 1 to the Existing Purchase Agreement” shall mean that certain Amendment, dated August 18, 2004, to the Existing Purchase Agreement.

          “Appraised Value” shall mean the fair market value of a security on a control premium basis without discount for limitations on voting rights, minority interests, illiquidity or restrictions on transfer, as determined by an appraisal performed at the expense of Parent by any of (x) Houlihan, Lokey, Howard & Zukin, (y) Duff & Phelps or (z) Willamette Management Associates, or any successor to such firms, as Parent shall elect; provided that such appraiser shall be directed to determine the value of such securities as soon as practicable, but in no event later than thirty (30) days from the date of its selection and for such purposes all rights, options and warrants to subscribe for or purchase, and other securities convertible into or exchangeable for Common Stock of Parent shall be deemed to be exercised, exchanged or converted, and the underlying shares of Common Stock of Parent shall be deemed outstanding.

          “Auxitrol” shall have the meaning assigned to such term in the Recitals hereto.

          “Auxitrol Acquisition” shall have the meaning assigned to such term in the Recitals hereto.

          “Borrowing Base Certificate” shall have the meaning assigned to such term in Section 2.3(b) hereof.

          “Business” shall mean the principal business of the Loan Parties as set forth in Section 5.1(b) herein and as such shall continue to be conducted following the purchase and sale of the Securities.

          “Business Day” shall mean any day other than a Saturday, Sunday or other day on which banking institutions in New York or Maryland are authorized or required by law to close.

          “By-laws” shall mean the by-laws, partnership agreement, operating agreement or analogous instrument governing the operations of each of the Loan Parties, as applicable, including all amendments and supplements thereto.

          “Capital Expenditures” shall mean for any period of determination the sum of capital expenditures and payments under Capitalized Leases of the Loan Parties for such period determined and consolidated in accordance with GAAP.

          “Capitalized Leases” shall mean, with respect to any Person, leases of (or other agreements conveying the right to use) any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP (as defined in Section 1.2 hereof), either would be required to be classified and accounted for as capital leases on a balance sheet of such Person or otherwise be disclosed as such in a note to such balance sheet.

          “Cash Flow Prepayments” shall have the meaning assigning to such term in Section 3.7(b) hereof.

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          “CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9604, et seq.), as amended, and rules, regulations, standards guidelines and publications issued thereunder.

          “Change of Control” shall mean the occurrence of any of the following:

          (a) any transaction or series of related transactions resulting in the sale or issuance of securities or any rights to securities of Parent by Parent representing in the aggregate more than fifty percent (50%) of its issued and outstanding voting securities, on a fully diluted basis, or any transaction or series of related transactions resulting in the sale, transfer, assignment or other conveyance or disposition of any securities or any rights to securities of Parent by any holder or holders thereof representing in the aggregate more than 50% of the issued and outstanding voting securities of Parent on a fully diluted basis and the receipt of any consideration in connection therewith;

          (b) a merger, consolidation, reorganization, recapitalization or share exchange (whether or not the Parent is the surviving and continuing corporation) in which the stockholders of Parent immediately prior to such transaction own, as a result of and receive in exchange for securities of Parent owned by them (whether alone or together with cash, property or other securities), or the issuance by Parent of securities to stockholders of another Person or Persons in such transactions, cash, property or securities of the resulting or surviving entity and as a result thereof Persons who were holders of voting securities of Parent and Underlying Common Stock hold less than 50% of the capital stock, calculated on a Fully Diluted Basis, of the resulting corporation entitled to vote in the election of directors;

          (c) a sale, transfer or other disposition of 30% or more of the assets of the Loan Parties, on a consolidated basis;

          (d) any sale or issuance or series of sales or issuances of the Common Stock or any other voting security (or security convertible into, exchangeable for, or exercisable for any other voting security) of Parent within a 12-month period that results in a transfer of more than 50% of the issued and outstanding shares of voting stock of Parent or a transfer of more than 50% of the voting power of Parent; and

          (e) the initial public offer of securities by Parent other than an offering of securities for an employee benefit plan on SEC Form S-8 or a successor form.

          “Charter Documents” shall mean the Articles of Incorporation, Certificate of Incorporation, certificate of limited partnership, certificate of limited liability company, charter or analogous organic instrument filed with the appropriate Governmental Authorities of each of the Loan Parties, as applicable, including all amendments and supplements thereto.

          “Closing” shall mean the closing of the purchase and sale of the Original Securities pursuant to this Agreement.

          “Closing Date” shall have the meaning assigned to such term in Section 2.8(a) hereof.

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          “Code” shall mean the Internal Revenue Code of 1986, as amended.

          “Collateral Access Agreement” shall mean an agreement in form and substance reasonably satisfactory to the Agent pursuant to which a mortgagee or lessor of real property on which collateral is stored or otherwise located, or a warehouseman, processor or other bailee of Inventory, acknowledges the Liens of the Agent and waives any Liens held by such Person on such property and, in the case of any such agreement with a mortgagee or lessor, permits the Agent access to and use of such real property for a reasonable amount of time following the occurrence and during the continuance of an Event of Default to assemble, complete and sell any collateral stored or otherwise located thereon.

          “CoLTS” shall have the meaning assigned to such term in the Recitals hereto.

          “Common Stock” shall mean the Class B Common Stock and Class A Common Stock of Parent, par value $.001 per share.

          “Condition” shall mean any condition that results in or otherwise relates to any Environmental Liabilities.

          “Controlled Group” shall mean the “controlled group of corporations” as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended, of which the Loan Parties are a part from time to time.

          “Copyright Licenses” shall mean any agreement, whether written or oral, providing for the grant by or to any Loan Party of any right to use any Copyright.

          “Copyrights” shall mean all copyrights in published and unpublished works, and all applications, registrations and renewals relating thereto.

          “Covered Taxes” shall have the meaning assigned to such term in Section 3.9 hereof.

          “Customer” shall mean and include the account debtor with respect to any Receivable and/or the prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Loan Party, pursuant to which such Loan Party is to deliver any personal property or perform any services.

          “Debt to EBITDA Ratio” shall mean the ratio of (i) Indebtedness of the Loan Parties, on a consolidated basis, as of a particular Measurement Date, to (ii) the EBITDA for the Measurement Period ending on such Measurement Date.

          “Default” shall mean any event or condition that, but for the giving of notice or the lapse of time, or both, would constitute an Event of Default.

          “Demand Registration” shall have meaning assigned to such term in Section 12.2(a) hereof.

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          “EBITDA” shall mean for any Measurement Period, without duplication, the total of the following for the Loan Parties on a consolidated basis, each calculated for such period: Net Income plus interest expense, plus taxes, plus depreciation, amortization and Management Fees, as adjusted by the Board of Directors of Parent for non-recurring charges.

          “Eligible Inventory” means Inventory of any Loan Party which meets each of the following requirements:

          (a) it (i) is subject to a perfected Lien in favor of the Agent and (ii) is not subject to any other assignment, claim or Lien;

          (b) it is salable;

          (c) it is in the possession and control of any Loan Party and it is stored and held in facilities owned by a Loan Party or, if such facilities are not so owned, the Agent is in possession of a Collateral Access Agreement with respect thereto;

          (d) it is not Inventory produced in violation of the Fair Labor Standards Act and subject to the “hot goods” provisions contained in Title 29 U.S.C. §215;

          (e) it is not subject to any agreement which would restrict the Agent’s ability to sell or otherwise dispose of such Inventory;

          (f) it is located in the United States or in any territory or possession of the United States that has adopted Article 9 of the Uniform Commercial Code;

          (g) it is not “in transit” to any Loan Party or held by any Loan Party on consignment; provided, that Inventory at or in transit from foreign suppliers for which a Letter of Credit has been issued in support of such purchase shall be deemed eligible hereunder; and

          (h) the Agent shall not have determined in its discretion that it is unacceptable due to age, type, category, quality, quantity and/or any other reason whatsoever.

Inventory which is at any time Eligible Inventory but which subsequently fails to meet any of the foregoing requirements shall forthwith cease to be Eligible Inventory.

          “Eligible Receivables” shall mean, with respect to any Loan Party, each Receivable of such Loan Party arising in the ordinary course of such Loan Party’s business and that Agent, in its sole reasonable credit judgment, shall deem to be an Eligible Receivable, based on such considerations as Agent may from time to time reasonably deem appropriate. A Receivable shall not be deemed eligible unless such Receivable is subject to Agent’s first priority perfected security interest and no other Lien (other than Permitted Encumbrances), and is evidenced by an invoice or other documentary evidence satisfactory to Agent. In addition, no Receivable shall be an Eligible Receivable if:

          (a) it arises out of a sale made by such Loan Party to an Affiliate of the Loan Party or to a Person controlled by an Affiliate of the Loan Party;

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          (b) it is due or unpaid more than ninety (90) days after the original invoice date;

          (c) any covenant, representation or warranty contained in this Agreement with respect to such Receivable has been breached;

          (d) the Customer shall (i) apply for, suffer, or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or call a meeting of its creditors, (ii) admit in writing its inability, or be generally unable, to pay its debts as they become due or cease operations of its present business, (iii) make a general assignment for the benefit of creditors, (iv) commence a voluntary case under any state or federal bankruptcy laws (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vii) acquiesce to, or fail to have dismissed, any petition which is filed against it in any involuntary case under such bankruptcy laws, or (viii) take any action for the purpose of effecting any of the foregoing;

          (e) the sale to the Customer is on a bill-and-hold unless the invoice is acknowledged by the Customer (provided that the value of such Receivables shall not exceed $50,000), guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis or is evidenced by chattel paper;

          (f) Agent believes, in its sole judgment, that collection of such Receivable is insecure or that such Receivable may not be paid by reason of the Customer’s financial inability to pay;

          (g) except as permitted under subsection (e) of this definition, the goods giving rise to such Receivable have not been shipped and delivered to and accepted by the Customer or the services giving rise to such Receivable have not been performed by such Loan Party and accepted by the Customer or the Receivable otherwise does not represent a final sale;

          (h) the Receivables of the Customer exceed a credit limit determined by Agent, in its sole discretion, to the extent such Receivable exceeds such limit;

          (i) the Receivable is subject to any offset, deduction, defense, dispute, or counterclaim, the Customer is also a creditor or supplier of any Loan Party or the Receivable is contingent in any respect or for any reason;

          (j) any Loan Party has made any agreement with any Customer for any deduction therefrom, except for discounts or allowances made in the ordinary course of business for prompt payment, all of which discounts or allowances are reflected in the calculation of the face value of each respective invoice related thereto;

          (k) except as permitted under subsection (e) of this definition, shipment of the merchandise or the rendition of services has not been completed;

          (l) any return, rejection or repossession of the merchandise has occurred;

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          (m) such Receivable is not payable to such Loan Party;

          (n) Receivables with respect to which the Customer is located in any state denying creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing, unless such Loan Party is incorporated under the laws of such state or has either qualified as a foreign corporation authorized to transact business in such state or has filed a Notice of Business Activities Report or similar filing with the applicable state agency for the then current year; or

          (o) such Receivable is not otherwise satisfactory to Agent as determined in good faith by Agent in the exercise of its discretion in a reasonable manner.

          Notwithstanding the foregoing, the term Eligible Receivables shall include: (i) fifty percent (50%) of POC Receivables (up to a maximum of twenty percent (20%) of the Revolving Loan Commitment Amount); and (ii) eighty-five percent (85%) of the accounts receivable of IS&T Canada, Inc. (to the extent otherwise “Eligible Receivables”).

          “Environmental Laws” shall mean any Laws that address, are related to or are otherwise concerned with environmental, health or safety issues, including any Laws relating to any emissions, releases or discharges of Pollutants into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, clean-up or control of Pollutants or any exposure or impact on worker health and safety.

          “Environmental Liabilities” shall mean any obligations or liabilities (including any claims, suits or other assertions of obligations or liabilities) that are:

          (a) related to environmental, health or safety issues (including on-site or off-site contamination by Pollutants of surface or subsurface soil or water, and occupational safety and health); and

          (b) based upon or related to (i) any provision of past, present or future United States or foreign Environmental Law (including CERCLA and RCRA) or common law, or (ii) any judgment, order, writ, decree, permit or injunction imposed by any court, administrative agency, tribunal or otherwise.

          The term “Environmental Liabilities” includes: (i) fines, penalties, judgments, awards, settlements, losses, damages (including foreseeable and unforeseeable consequential damages), costs, fees (including attorneys’ and consultants’ fees), expenses and disbursements; (ii) defense and other responses to any administrative or judicial action (including claims, notice letters, complaints, and other assertions of liability); and (iii) financial responsibility for (1) cleanup costs and injunctive relief, including any Removal, Remedial or other Response actions, and natural resource damages, and (2) any other compliance or remedial measures.

          “EPA” shall mean the United States Environmental Protection Agency and any governmental body or agency succeeding to the functions thereof.

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          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may from time to time be amended, and the rules and regulations of any governmental agency or authority, as from time to time in effect, promulgated thereunder.

          “Event of Default” shall mean any of the events of default described in Section 8.1 hereof.

          “Excess Cash Flow” shall mean for any Measurement Period, on a consolidated basis, calculated in accordance with GAAP: (a) EBITDA for such Measurement Period, minus (b) the sum of (i) Capital Expenditures made by the Loan Parties during such period in cash; (ii) scheduled principal payments made by the Loan Parties with respect to Indebtedness; (iii) amounts paid in cash by the Loan Parties during such period for taxes and interest; (iv) net changes in working capital of the Loan Parties and (v) amounts paid in cash by the Loan Parties during such period with respect to any Capitalized Leases.

          “Executive Officer” shall mean the president or the chief financial officer of the Borrower and Parent.

          “Existing Purchase Agreement” shall have the meaning assigned to such term in the Recitals hereto.

          “Fair Market Value” of a security shall mean (i) if determined in connection with a sale of substantially all of the assets of or securities issued by Parent to an unrelated third party, the value to be realized by the holder of the security as a result thereof, (ii) otherwise, if available, the Market Price thereof, and (iii) otherwise, if Market Price is not available, the Appraised Value.

          “Financial Projections” shall have the meaning assigned to such term in Section 5.1(c)(ii) hereof.

          “Financial Statements” shall have the meaning assigned to such term in Section 5.1(c)(i) hereof.

          “Financing Statements” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “First Amendment to Intercreditor and Subordination Agreement” shall mean the Amendment, dated as of October 29, 2004, to the Intercreditor and Subordination Agreement, dated as of May 25, 2004, by and among Wachovia, CoLTS, ACAS, ACS Funding Trust I, Agent and the Loan Parties.

          “Fiscal Year” or “fiscal year” shall mean each twelve month period ending on April 30 of each year.

          “Fixed Charge Coverage Ratio” shall mean for a particular Measurement Period, the ratio of EBITDA of the Loan Parties less Capital Expenditures on a consolidated basis during such Measurement Period to the Fixed Charges during such Measurement Period.

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          “Fixed Charges” shall mean, for any period, and each calculated for such period (without duplication) on a consolidated basis, the sum of (a) cash interest expense of the Loan Parties; plus (b) scheduled payments of principal with respect to all Indebtedness of the Loan Parties; plus (c) any cash payment or income or franchise taxes included in the determination of Net Income, excluding any provision for deferred taxes; plus (d) payment of deferred taxes accrued in any prior period.

          “French Pledge Agreement” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “Fully Diluted Basis” shall mean the total number of shares of Common Stock, which are issued and outstanding, plus the total number of shares of Common Stock which would be issued and outstanding assuming the exercise of all outstanding options, warrants or rights to purchase Common Stock and the conversion of all outstanding securities.

          “GAAP” shall have the meaning assigned to such term in Section 1.2 hereof.

          “Governmental Authorities” shall mean any federal, state or municipal court or other governmental department, commission, board, bureau, agency or instrumentality, governmental or quasi-governmental, domestic or foreign.

          “Guaranty” shall mean any guaranty of the payment or performance of any Indebtedness or other obligation and any other arrangement whereby credit is extended to one obligor on the basis of any promise of another Person, whether that promise is expressed in terms of an obligation to pay the Indebtedness of such obligor, or to purchase an obligation owed by such obligor, or to purchase goods and services from such obligor pursuant to a take-or-pay contract, or to maintain the capital, working capital, solvency or general financial condition of such obligor, whether or not any such arrangement is reflected on the balance sheet of such other Person, firm or corporation, or referred to in a footnote thereto, but shall not include endorsements of items for collection in the ordinary course of business. For the purpose of all computations made under this Agreement, the amount of a Guaranty in respect of any obligation shall be deemed to be equal to the maximum aggregate amount of such obligation or, if the Guaranty is limited to less than the full amount of such obligation, the maximum aggregate potential liability under the terms of the Guaranty.

          “Holder” shall have the meaning assigned to such term in Section 10.1 hereof.

          “Indebtedness” shall mean, for any Person at the time of any determination, without duplication, all obligations, contingent or otherwise, of such Person that, in accordance with GAAP, should be classified upon the balance sheet of such Person as indebtedness, but in any event including: (i) all obligations for borrowed money, (ii) all obligations arising from installment purchases of property or representing the deferred purchase price of property or services in respect of which such Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current liabilities incurred in the ordinary course of business on terms customary in the trade), (iii) all obligations evidenced by notes, bonds, debentures, acceptances or instruments, or arising out of letters of credit or bankers’ acceptances issued for such Person’s account, (iv) all obligations, whether or not assumed, secured by any

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Lien or payable out of the proceeds or production from any property or assets now or hereafter owned or acquired by such Person, (v) all obligations for which such Person is obligated pursuant to a Guaranty, (vi) the capitalized portion of lease obligations under Capitalized Leases, (vii) all obligations for which such Person is obligated pursuant to any Interest Rate Protection Agreements or derivative agreements or arrangements, and (viii) all obligations of such Person upon which interest charges are customarily paid or accrued.

          “Intellectual Property Collateral” shall mean collectively all Patents, Trademarks and Copyrights of the Loan Parties and all Trademark Licenses, Patent Licenses, and Copyright Licenses.

          “Interest Coverage Ratio” means, for any Measurement Date, the ratio of (a) EBITDA for such Measurement Period over (b) cash interest expense less cash interest income of Loan Parties during such Measurement Period.

          “Interest Rate Protection Agreement” shall mean any interest rate swap, interest rate cap, interest rate collar or other interest rate hedging agreement or arrangement.

          “Inventory” shall mean, with respect to any Loan Party, now owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be furnished under any contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Loan Party’s Business or used in selling or furnishing such goods, merchandise and other personal property, and all documents of title or other documents representing them.

          “Inventory Advance Rate” shall have the meaning assigned to such term in Section 2.3(a)(ii) hereof.

          “Investment” as applied to any Person shall mean the amount paid or agreed to be paid or loaned, advanced or contributed to other Persons, and in any event shall include, without limitation, (i) any direct or indirect purchase or other acquisition of any notes, obligations, instruments, stock, securities or ownership interest (including partnership interests and joint venture interests) and (ii) any capital contribution to any other Person.

          “Investment Banking Agreement” shall mean that certain investment banking agreement between Borrower and ACFS dated as of the Closing Date.

          “IP Collateral Assignments” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “IRS” shall mean the Internal Revenue Service and any governmental body or agency succeeding to the functions thereof.

          “IST France” shall have the meaning assigned to such term in the Recitals hereto.

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          “Junior Cash Interest” shall have the meaning assigned to such term in Section 3.1(c) hereof.

          “Junior Origination Fee” shall mean a fee of $1,226,250 to be paid by the Loan Parties to Purchasers or their designee in consideration of the Subordinated Notes, the Preferred Stock and the Class B Common Stock.

          “Junior PIK Interest” shall have the meaning assigned to such term in Section 3.1(c) hereof.

          “Junior Subordinated Notes” shall have the meaning assigned to such term in Section 2.2(b) hereof.

          “Junior Subordinated Debt Warrants” shall have the meaning assigned to such term in Section 2.4 hereof.

          “Laws” shall mean all U.S. and foreign federal, state or local statutes, laws, rules, regulations, ordinances, codes, policies, rules of common law, and the like, now or hereafter in effect, including any judicial or administrative interpretations thereof, and any judicial or administrative orders, consents, decrees or judgments.

          “LIBOR Business Day” means a business day on which banks in the city of London are generally open for interbank or foreign exchange transactions.

          “LIBOR Period” means each month commencing on the Closing Date, or the Additional Closing Date, in the case of the Senior Term C Notes, (or if the Closing Date (or Additional Closing Date) is not a LIBOR Business Day, the next succeeding LIBOR Business Day) and ending one month thereafter; provided, that the foregoing provision relating to LIBOR Periods is subject to the following:

          (a) if any LIBOR Period would otherwise end on a day that is not a LIBOR Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding LIBOR Business Day;

          (b) any LIBOR Period that would otherwise extend beyond the maturity date of the Senior Term Notes shall end on such date; and

          (c) any LIBOR Period that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last LIBOR Business Day of a calendar month.

          “LIBOR Rate” means, for each LIBOR Period, a rate of interest determined by Agent, equal to the rate of interest that under current practice is listed as the one month London Interbank Offered Rate as of the commencement of such LIBOR Period under the heading “Money Rates” in the Eastern Edition of The Wall Street Journal (and should such practice

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change, such other indication of the prevailing LIBOR Rate as may reasonably be chosen by the Required Purchasers).

          “Lien” shall mean any security interest, pledge, bailment, mortgage, hypothecation, deed of trust, conditional sales and title retention agreement (including any lease in the nature thereof), charge, encumbrance or other similar arrangement or interest in real or personal property, now owned or hereafter acquired, whether such interest is based on common law, statute or contract.

          “Loan Parties” shall have the meaning assigned to such term in the Recitals hereto.

          “Manage” and “Management” shall mean generation, production, handling, distribution, processing, use, storage, treatment, operation, transportation, recycling, reuse and/or disposal, as those terms are defined in CERCLA, RCRA and other Environmental Laws (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, guidelines and publications issued pursuant to, or otherwise in implementation of, such Environmental Laws).

          “Management Fee” shall have the meaning assigned to such term in Section 7.1(k) hereof.

          “Market Price” of any security shall mean the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of each day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of thirty (30) days consisting of the day as of which “Market Price” is being determined and the twenty-nine (29) consecutive business days prior to such day. If at any time such security is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the “Market Price” shall be the fair value thereof determined jointly by Parent and the Holders of Warrants representing a majority of the shares of Common Stock of Parent obtainable upon exercise of the Warrants. If such parties are unable to reach agreement within ten (10) days, then the Market Price shall be deemed not to be available.

          “Material Adverse Change” shall mean any change that has a Material Adverse Effect.

          “Material Adverse Effect” shall mean a material adverse effect on the business, properties, assets, liabilities or condition (financial or otherwise) of the Loan Parties, taken as a whole.

          “Measurement Date” shall have the meaning assigned to such term in Section 7.3 hereof.

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          “Measurement Period” shall mean the twelve month period ending on a Measurement Date, or as otherwise provided in Section 7.3.

          “Multiemployer Plan” shall mean a multiemployer plan (within the meaning of Section 3(37) of ERISA) that is maintained for the benefit of the employees of the Loan Parties or any member of the Controlled Group.

          “Net Income” shall mean, for any period, the net income (or loss) of the Loan Parties on a consolidated basis for such period, after deduction of all expenses, taxes and other proper charges, determined in accordance with GAAP, for such period taken as a single accounting period.

          “Notes” shall mean, collectively, the Senior Term Notes, the Senior Subordinated Notes, the Junior Subordinated Notes and the Revolving Notes.

          “Option Plan” shall mean the IST Acquisitions, Inc. 2004 Option Plan.

          “Options” shall mean the options to purchase shares of Common Stock under the Option Plan and, where the context requires, any shares of restricted stock issued upon exercise thereof.

          “Original Notes” shall mean the Original Senior Term Notes, the Senior Subordinated Notes, the Junior Subordinated Notes and the Revolving Notes.

          “Original Securities” shall mean the Original Notes, the Preferred Stock, the Common Stock, and any Common Stock issuable upon exercise of the Warrants.

          “Original Senior Term Notes” shall have the meaning assigned to such term in Section 2.1(b) hereof.

          “Other Subordinated Junior Notes” shall have the meaning assigned to such term in Section 13.4 hereof.

          “Other Subordinated Securities” shall have the meaning assigned to such term in Section 13.4 hereof.

          “Other Taxes” shall have the meaning assigned to such term in Section 3.9 hereof.

          “Patent Licenses” shall mean all agreement, whether written or oral, providing for the grant by or to the Loan Parties of any right to use any Patent.

          “Patents” shall mean (a) all patents now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, Canada, or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals thereof.

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          “Parent” shall have the meaning assigned to such term in the preamble hereto.

          “Payment Default” shall mean the occurrence of an event of default under the terms of particular Indebtedness as a result of the failure to pay interest or principal on such Indebtedness beyond any applicable cure period.

          “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA, or any other governmental agency, department or instrumentality succeeding to the functions thereof.

          “Permitted Liens” shall have the meaning assigned to such term in Section 7.2(b) hereof.

          “Person” shall mean any individual, partnership, limited partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity or department, agency or political subdivision thereof.

          “Piggyback Registration” shall have the meaning assigned to such term in Section 12.1(a).

          “PIK Interest” shall mean Junior PIK Interest or Senior PIK Interest, as applicable.

          “Plan” shall mean any employee benefit plan (within the meaning of Section 3(3) of ERISA), other than a Multiemployer Plan, established or maintained by any of the Loan Parties or any member of the Controlled Group.

          “Pledge Agreement” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “POC Receivables” shall mean percentage-of-completion receivables.

          “Pollutant” shall include any “hazardous substance” and any “pollutant or contaminant” as those terms are defined in CERCLA; any “hazardous waste” as that term is defined in RCRA; and any “hazardous material” as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), as amended (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, guidelines and publications issued pursuant to, or otherwise in implementation of, said Environmental Laws); and including without limitation any petroleum product or byproduct, solvent, flammable or explosive material, radioactive material, asbestos, polychlorinated biphenyls (PCBs), dioxins, dibenzofurans, heavy metals, and radon gas; and including any other substance or material that is reasonably determined to present a threat, hazard or risk to human health or the environment.

          “Preferred Stock” shall have the meaning assigned to such term in the Recitals hereof.

          “Preferred Stock Warrants” shall have the meaning assigned to such term in Section 2.4 hereof.

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          “Prime Rate” shall mean the rate of interest that under current practice is listed as such under the heading “Money Rates” in the Eastern Edition of The Wall Street Journal, and if a range of rates is listed, the highest such rate, and should such practice change, such other indication of the prevailing prime rate of interest as may reasonably be chosen by Required Purchasers.

          “Properties and Facilities” shall have the meaning assigned to such term in Section 5.1(q) hereof.

          “Proprietary Rights” shall mean all right, title, and interest in the following intellectual property, including both statutory and common law rights: (i) copyrights in published and unpublished works, and all applications, registrations and renewals relating thereto; (ii) registered or unregistered trademarks, service marks, domain names, logos, trade dress and other source or business identifiers, and the goodwill associated therewith; (iii) patents, patent applications, and other patent or industrial property rights in any country; and (iv) trade secrets, confidential or proprietary information, inventions, ideas, designs, concepts, compilations of information, methods, techniques, procedures, processes, and know-how, whether or not patentable patents, trademarks, trade names, service marks, copyrights, inventions, production methods, licenses, formulas, know-how and trade secrets, regardless of whether such are registered with any Governmental Authorities, including applications therefor.

          “Purchase Documents” shall mean this Agreement, the Notes, the Warrants and the Security Documents and all other agreements, instruments and documents delivered in connection therewith as any or all of the foregoing may be supplemented or amended from time to time.

          “Purchaser” shall have the meaning assigned to such term in the preamble hereto and in Section 6.2 hereof.

          “Put Option” shall have the meaning assigned to such term in Section 10.1 hereof.

          “Put Option Closing” shall have the meaning assigned to such term in Section 10.5 hereof.

          “Put Price” shall have the meaning assigned to such term in Section 10.2 hereof.

          “Put Shares” shall have the meaning assigned to such term in Section 10.2 hereof.

          “RCRA” shall mean the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as amended, and all rules, regulations, standards, guidelines, and publications issued thereunder.

          “Receivables” shall mean all of such Loan Party’s accounts, contract rights, instruments (including those evidencing indebtedness owed to such Loan Party by its Affiliates), documents, chattel paper, general intangibles relating to accounts, drafts and acceptances, and all other forms of obligations owing to such Loan Party arising out of or in connection with the sale

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or lease of Inventory or the rendition of services, all guarantees and other security therefor, whether secured or unsecured, now existing or hereafter created, and whether or not specifically sold or assigned to Agent hereunder.

          “Receivables Advance Rate” shall have the meaning assigned to such term in Section 2.3(a).

          “Registrable Securities” shall mean any shares of Common Stock of Parent purchased upon the exercise of any Warrant and any shares of Common Stock of Parent purchased pursuant to Article 11 hereof, and any shares of Common Stock of Parent now owned or hereafter acquired by any Purchaser.

          “Removal,” “Remedial” and “Response” actions shall include the types of activities “covered” by CERCLA, RCRA, and other comparable Environmental Laws, and whether the activities are those that might be taken by a government entity or those that a government entity or any other person might seek to require of waste generators, handlers, distributors, processors, users, storers, treaters, owners, operators, transporters, recyclers, reusers, disposers, or other persons under “removal,” “remedial,” or other “response” actions.

          “Reportable Event” shall mean any of the events that are reportable under Section 4043 of ERISA and the regulations promulgated thereunder, other than an occurrence for which the thirty (30) day notice contained in 29 C.F.R. § 2615.3(a) is waived.

          “Request for Borrowing” shall have the meaning assigned to such term in Section 2.3(b) hereof.

          “Required Purchasers” shall mean, at any time, Purchasers holding a pro rata percentage of the outstanding principal amount of the Notes aggregating at least 66-2/3% at such time.

          “Revolving Loan” shall have the meaning assigned to such term in Section 2.3 hereof.

          “Revolving Loan Commitment” shall mean the amount of $5,250,000.

          “Revolving Loan Commitment Fee” shall mean a fee of $105,000 to be paid by the Loan Parties to Purchasers or their designee in consideration of the Revolving Loan Commitment.

          “Revolving Loan Termination Date” shall have the meaning assigned to such term in Section 2.3(a) hereof.

          “Revolving Notes” shall have the meaning assigned to such term in Section 2.3(a) hereof.

          “SEC” shall mean the Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

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          “Securities” shall mean the Notes, the Warrants, the Preferred Stock, the Common Stock and the Common Stock issuable upon exercise of the Warrants.

          “Securities Act” shall mean the Securities Act of 1933, as amended.

          “Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

          “Security Agreement” shall have the meaning assigned to such term in Section 4.1(c) hereof.

          “Security Documents” shall mean the Security Agreement, the IP Collateral Assignments, the Pledge Agreement, the French Pledge Agreement, the Financing Statements, and all other documents, instruments and other materials necessary to create or perfect the security interests created pursuant to the Security Agreement.

          “Senior Cash Interest” shall have the meaning assigned to such term in Section 3.1(b).

          “Senior Loans” shall mean, collectively, the Revolving Loan and Senior Term Loans.

          “Senior Note Payment Default” shall have the meaning assigned to such term in Section 13.2 hereof.

          “Senior Note Covenant Default” shall have the meaning assigned to such term in Section 13.2 hereof.

          “Senior Origination Fee” shall mean a fee of $525,000 to be paid by the Loan Parties to Purchasers or their designee in consideration of the Senior Loans (other than the Senior Term C Loan).

          “Senior PIK Interest” shall have the meaning assigned to such term in Section 3.1(b) hereof.

          “Senior Subordinated Notes” shall have the meaning assigned to such term in Section 2.2(a) hereof.

          “Senior Subordinated Note Payment Default” shall mean a Payment Default on the Senior Subordinated Notes.

          “Senior Term Loan A” shall have the meaning assigned to such term in Section 2.1(a) hereof.

          “Senior Term Loan B” shall have the meaning assigned to such term in Section 2.1(b) hereof.

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          “Senior Term Loan C” shall have meaning assigned to such term in Section 2.1(c) hereof.

          “Senior Term Loans” shall have the meaning assigned to such term in Section 2.1(b) hereof.

          “Senior Term A Notes” shall have the meaning assigned to such term in Section 2.1(a) hereof.

          “Senior Term B Notes” shall have the meaning assigned to such term in Section 2.1(b) hereof.

          “Senior Term C Notes” shall have the meaning assigned to such term in Section 2.1(c) hereof.

          “Senior Term C Closing Fee” shall mean a fee of $120,000 to be paid by the Loan Parties to ACFS in consideration of the Senior Term C Notes.

          “Senior Term Notes” shall have the meaning assigned to such term in Section 2.1(c) hereof.

          “Stockholders Agreement” shall have the meaning assigned to such term in Section 4.1(f) hereof.

          “Structuring Fee” shall mean a fee of $1,250,000 payable by the Loan Parties to ACFS in consideration of the structuring of the financing contemplated hereby.

          “Subject Securities” shall mean the Warrants, any shares of Common Stock of Parent purchased upon the exercise of any Warrant and any shares of Common Stock of Parent purchased pursuant to Article 11 hereof.

          “Subordinated Notes” shall have the meaning assigned to such term in Section 2.2(b) hereof.

          “Subsidiary” of any corporation shall mean any other corporation or limited liability company of which the outstanding capital stock possessing a majority of voting power in the election of directors (otherwise than as the result of a default) is owned or controlled by such corporation directly or indirectly through Subsidiaries.

          “Taxes” shall have the meaning assigned to such term in Section 3.9 hereof.

          “Termination and Release Agreement” shall mean that Termination and Release Agreement, dated May 25, 2004, between JPMorgan Chase Bank and Borrower, as amended and supplemented from time to time.

          “Trademark Licenses” shall mean any agreement, whether written or oral, providing for the grant by or to any Loan Party of any right to use any Trademark.

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          “Trademarks” shall mean (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office, the Canadian Intellectual Property Office or in any similar office or agency of the United States, Canada, any state, any province or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals and extensions thereof.

          “Transaction Documents” shall have the meaning assigned to such term in Section 5.1(f) hereof.

          “Transactions” shall mean the incurrence of debt and the issuance of securities in connection therewith, as contemplated by this Agreement, the Notes and all other agreements contemplated hereby and thereby.

          “Underlying Common Stock” shall mean (i) the Common Stock of Parent issued or issuable upon exercise of the Warrants and (ii) any equity securities issued or issuable with respect to the securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

          “Unlocking Offer” shall have the meaning assigned to such term in Section 10.6 hereof.

          “UST” shall mean an underground storage tank, including as that term is defined, construed and otherwise used in RCRA and in rules, regulations, standards, guidelines and publications issued pursuant to RCRA and comparable state and local laws.

          “Wachovia” shall have the meaning assigned to such term in the Recitals hereto.

          “Warrants” shall have the meaning assigned to such term in Section 2.4 hereof.

          “Warrant Shares” shall mean the shares of Common Stock issued or issuable upon exercise of the Warrants.

          1.2 Accounting Principles. The character or amount of any asset, liability, capital account or reserve and of any item of income or expense to be determined, and any consolidation or other accounting computation to be made, and the construction of any definition containing a financial term, pursuant to this Agreement shall be determined or made in accordance with generally accepted accounting principles in the United States of America consistently applied (“GAAP”), unless such principles are inconsistent with the express requirements of this Agreement.

          1.3 Other Definitional Provisions; Construction. Whenever the context so requires, neuter gender includes the masculine and feminine, the singular number includes the plural and vice versa. The words “hereof,” “herein” and “hereunder” and words of similar

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import when used in this Agreement shall refer to this Agreement as a whole and not it any particular provision of this agreement, and references to section, article, annex, schedule, exhibit and like references are references to this Agreement unless otherwise specified. A Default or Event of Default shall “continue” or be “continuing” until such Default or Event of Default has been cured or waived by Agent and Purchasers. References in this Agreement to any Persons shall include such Persons, successors and permitted assigns. Other terms contained in this Agreement (which are not otherwise specifically defined herein) shall have meanings provided in Article 9 of the New York Uniform Commercial Code on the date hereof to the extent the same are used or defined therein. Whenever the context so requires, the term “Loan Parties” shall be deemed to include any direct or indirect Subsidiary of Parent. By way of example, references to the consolidated financial position of the Loan Parties shall be deemed to include the financial results of each of Parent’s direct and indirect Subsidiaries which are included in the Financial Statements.

ARTICLE 2
ESTABLISHMENT OF REVOLVING LOAN FACILITY
AND ISSUE AND SALE OF SECURITIES

          2.1 Senior Term Loans.

          (a) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“Senior Term Loan A”) to the Loan Parties on the Closing Date in the principal amount of $15,000,000. From and after Closing, the Senior Term Loan A shall be evidenced by one or more promissory notes made by the Loan Parties in favor of Purchasers in the form attached hereto as Exhibit A-1.1 (together with any promissory notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “Senior Term A Notes”) to be delivered by the Loan Parties at the Closing.

          (b) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“Senior Term Loan B”) to the Loan Parties on the Closing Date in the principal amount of $7,500,000. From and after Closing, the Senior Term Loan B shall be evidenced by one or more promissory notes made by the Loan Parties in favor of Purchasers in the form attached hereto as Exhibit A-1.2 (together with any promissory notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “Senior Term B Notes”, and together with the Senior Term A Notes, the “Original Senior Term Notes”) to be delivered by the Loan Parties at the Closing.

          (c) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“Senior Term Loan C” and together with Senior Term Loan A and the Senior Term Loan B the “Senior Term Loans”) in the principal amount of $4,000,000. From and after the Additional Closing, the Senior Term Loan C shall be evidenced by one or more promissory notes made by the Loan Parties in favor of Purchasers in the form attached hereto as Exhibit A-1.3 (together with any promissory notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “Senior Term C Notes”, and together with the Senior Term A Notes and the Senior Term B Notes, the “Senior Term Notes”) to be delivered by the Loan Parties at the Additional Closing.

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          2.2 Subordinated Notes.

          (a) Senior Subordinated Notes. The Loan Parties have duly authorized the issuance and sale to Purchasers of $7,500,000 in aggregate principal amount of the Loan Parties’ Senior Subordinated Notes due May 24, 2011 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4 and any Notes issued in exchange for Put Shares pursuant to Section 10.5, the “Senior Subordinated Notes”), to be substantially in the form of the Senior Subordinated Note attached hereto as Exhibit A-2.

          (b) Junior Subordinated Notes. The Loan Parties have duly authorized the issuance and sale to Purchasers of $1,250,000 in aggregate principal amount of the Loan Parties’ Junior Subordinated Notes due May 24, 2012 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4 and any Notes issued in exchange for Put Shares pursuant to Section 10.4, the “Junior Subordinated Notes”, together with the Senior Subordinated Notes, the “Subordinated Notes”), to be substantially in the form of the Junior Subordinated Note attached hereto as Exhibit A-3.

          2.3 Revolving Loans.

          (a) Subject to the terms and conditions set forth in this Agreement, on or after the Closing Date and to, but excluding, May 24, 2005 (the “Revolving Loan Termination Date”), Purchasers shall, severally, on a pro rata basis based on the percentages specified to Agent, make loans and advances to the Loan Parties on a revolving credit basis (collectively, the “Revolving Loans”) in an aggregate amount outstanding at any time equal to the lesser of (x) the Revolving Loan Commitment Amount or (y) an amount equal to the sum of:

     (i) 85% of Eligible Receivables (“Receivables Advance Rate”), plus

     (ii) 50% of the value of the Eligible Inventory determined by Agent in its sole discretion (the “Inventory Advance Rate,” together with the Receivables Advance Rate, the “Advance Rates”), minus

     (iii) such reserves as Agent may reasonably deem proper and necessary in its sole discretion from time to time.

          From and after the Closing, the Revolving Loans shall be evidenced by a promissory note made by the Loan Parties in favor of Purchasers (the “Revolving Notes”) in the form attached hereto as Exhibit A-4 to be delivered by the Loan parties at the Closing. The date and amount of each Revolving Loan made by Purchasers and each payment on account of principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such recordation shall not affect the obligations of the Loan Parties to make payments when due of any amounts owing in respect of the Revolving Loans.

          (b) Purchasers shall make Revolving Loans available to the Loan Parties up to a maximum of one draw per week, in integral multiples of $100,000, provided that the conditions set forth in Section 2.3(a) hereof, this Section 2.3(b) and Section 4.2 hereof have been satisfied. Before a Revolving Loan is made, the Loan Parties shall have (i) provided Agent an irrevocable written Request for Borrowing in the form of Exhibit H (a “Request for Borrowing”) by

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facsimile or other means set forth in Section 14.6 so that such notice is received by Agent not later than three (3) Business Days before the day on which the Revolving Loan is to be made, (ii) provided a borrowing base certificate in form and substance satisfactory to the Agent (a “Borrowing Base Certificate”) demonstrating that, after giving effect to the Revolving Loans requested in the accompanying Request for Borrowing, the outstanding Revolving Loans do not exceed the amounts specified in Section 2.3(a)(x) or (y) and (iii) contacted Agent and received from Agent either oral or written confirmation of Agent’s receipt of the Request for Borrowing not later than 1:00 pm New York time three (3) Business Days before the date on which the Revolving Loan is to be made. No Revolving Loan shall be made if it would cause the aggregate amount of Revolving Loans to exceed the Revolving Loan Commitment Amount or the amount determined pursuant to Section 2.3(a)(y). Agent and Purchasers shall be entitled to rely conclusively on any Executive Officer’s authority to deliver a Request for Borrowing or other writing on behalf of the Loan Parties and neither Agent nor any Purchaser shall have any duty to verify the identity of or signature of any Person identifying himself as an Executive Officer.

          2.4 Authorization and Issuance of the Warrants.

          Warrants. Parent has duly authorized the issuance and sale to Purchasers of stock purchase warrants substantially in the form of the warrant attached hereto as Exhibit B evidencing Purchasers’ right to acquire an aggregate of 1,869 shares of Class B Common Stock of Parent (the “Junior Subordinated Debt Warrants”). Parent has duly authorized the issuance and sale to Purchasers of stock purchase warrants substantially in the form of the warrant attached hereto as Exhibit B evidencing Purchasers’ right to acquire an aggregate of 81,589 shares of Class B Common Stock of Parent (the “Preferred Stock Warrants” and, together with the Junior Subordinated Debt Warrants, the “Warrants”).

          2.5 Authorization and Issuance of Common Stock. The Company has duly authorized the issuance and sale to Purchasers, pursuant to the terms and conditions of this Agreement, of 10,000 shares of Class B Common Stock.

          2.6 Authorization and Issuance of Preferred Stock. The Company has duly authorized the issuance and sale to Purchasers, pursuant to the terms and conditions of this Agreement, of 22,000 shares of Preferred Stock, having the rights, preferences, privileges and restrictions set forth in the Charter Documents of Parent.

          2.7 Sale and Purchase. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, (a) the Loan Parties shall sell to Purchasers, and Purchasers shall purchase from the Loan Parties, in an amount equal to the relative portion of the Notes to be purchased by each Purchaser as set forth on Annex B, the Notes in the aggregate principal amount set forth in Section 2.1, 2.2 and 2.3 hereof for $35,250,000 in the aggregate plus the amount of the Revolving Loan, (b) Parent shall sell to Purchasers, and Purchasers shall purchase from Parent, in an amount equal to the relative portion of the Warrants as set forth on Annex B, the Warrants for $100 in the aggregate, (c) Parent shall sell to Purchasers, and Purchasers shall purchase from Parent, in amount equal to the relative portion of shares of Preferred Stock to be purchased by each Purchaser as set forth on Annex B, the Preferred Stock for $1,000 per share and (d) Parent shall sell to Purchasers, and Purchasers shall purchase from Parent, in amount equal to the relative portion of shares of Class B Common

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Stock to be purchased by each Purchaser as set forth on Annex B, the Class B Common Stock for $100 per share.

          2.8 The Closing.

          (a) The closing of the sale of the Original Securities took place at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, on May 24, 2004 (the “Closing Date”). The Original Securities were issued in such name or names and in such permitted denomination or denominations, numbers and amounts as set forth in Annex B or as Purchasers requested in writing not less than two (2) Business Days before the Closing Date. Delivery of the Original Securities were made to Purchasers against payment of the purchase price therefor, less any unpaid Senior Origination Fee, Junior Origination Fee, Revolving Loan Commitment Fee, Structuring Fee and any other amounts due and payable pursuant to Section 4.1(i).

          (b) Delivery of and payment for the Additional Securities (the “Additional Closing”) shall be made at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, commencing at 10:00 a.m., local time, on the date hereof or at such place or on such other date on or before the date hereof as may be mutually agreeable to the Loan Parties and Purchasers. The date and time of the Additional Closing as finally determined pursuant to this Section 2.8 are referred to herein as the “Additional Closing Date.” Delivery of the Additional Securities shall be made to Purchasers against payment of the purchase price therefor, less any unpaid Senior Term C Closing Fee and any other amounts due and payable pursuant to Section 4.1(i) hereof, by wire transfer of immediately available funds in the manner agreed to by the Loan Parties and Purchasers. The Senior Term C Notes shall be issued in such name or names and in such permitted denomination or denominations, numbers and amounts as set forth in Annex B or as Purchasers may request in writing not less than two (2) Business Days before the Additional Closing Date.

ARTICLE 3
REPAYMENT OF REVOLVING LOANS, THE SENIOR TERM LOANS
AND THE SUBORDINATED NOTES

          3.1 Interest Rates and Interest Payments.

          (a) Senior Term Loans.

     (i) The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan A on the last day of each LIBOR Period, commencing on July 1, 2004 through the date of repayment in full of the Senior Term Loan A. The Senior Term Loan A shall bear interest on the outstanding principal thereof at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus four and five tenths percent (4.5%) per annum.

     (ii) The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan B on the last day of each LIBOR Period,

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commencing on July 1, 2004 through the date of repayment in full of the Senior Term Loan B. The Senior Term Loan B shall bear interest on the outstanding principal thereof at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus eight percent (8.0%) per annum.

     (iii) The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan C on the last day of each LIBOR Period, commencing on December 1, 2004 through the date of repayment in full of the Senior Term Loan C. The Senior Term Loan C shall bear interest on the outstanding principal thereof at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus nine percent (9.0%) per annum.

          (b) Senior Subordinated Notes. The Loan Parties, jointly and severally, covenant and agree to make payments to Agent for the ratable benefit of Purchasers, of accrued interest on the Senior Subordinated Notes on the first Business Day of each month during the term of the Senior Subordinated Notes commencing on July 1, 2004. The Senior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Senior PIK Interest that is paid-in-kind as described below) at a rate equal to twelve percent (12%) per annum (“Senior Cash Interest”); and (ii) interest will be payable in kind on (and thereby increase) the outstanding principal amount of the Senior Subordinated Notes (as such principal amount is increased from time to time) at a rate of two percent (2%) per annum (“Senior PIK Interest”). A late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid in accordance with this Section 3.1(b). Senior PIK Interest shall be payable as an increase in the principal amount of the Senior Subordinated Notes on the first Business Day of each month without any further action on the part of Agent or the Loan Parties and such increased principal amount of the Senior Subordinated Notes shall be paid in full in connection with the repayment of the Senior Subordinated Notes. The Agent’s determination of the amount of Senior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.

          (c) Junior Subordinated Notes. The Loan Parties, jointly and severally, covenant and agree to make payments to Agent for the ratable benefit of Purchasers, of accrued interest on the Junior Subordinated Notes on the first Business Day of each month during the term of the Junior Subordinated Notes commencing on July 1, 2004. The Junior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Junior PIK Interest that is paid-in-kind as described below) at a rate equal to twelve percent (12%) per annum (“Junior Cash Interest”), and (ii) interest will be payable in kind on (and thereby increase) the outstanding principal amount of the Junior Subordinated Notes (as such principal amount is increased from time to time) at a rate of two percent (2%) per annum (“Junior PIK Interest”). A late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid in accordance with this Section 3.1(c). Junior PIK Interest shall be payable as an increase in the principal amount of the Junior Subordinated Notes on the first Business Day of each month without any further action on the part of Agent or the Loan Parties and such increased principal amount of the Junior Subordinated Notes shall be paid in full in connection with the repayment of the Junior

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Subordinated Notes. The Agent’s determination of the amount of Junior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.

          (d) Cash Payments in Lieu of PIK Interest. Notwithstanding Sections 3.1(b) and 3.1(c) hereof, commencing with the first “accrual period” (as defined for purposes of the Code) ending after the fifth anniversary of the Closing Date and continuing with each subsequent accrual period thereafter, the Loan Parties shall, in respect of both series of Subordinated Notes, pay in cash, on or before the end of such accrual period, an amount equal to the sum of the annual PIK Interest, the accrued and unpaid PIK Interest and the accrued and unpaid original issue discount (other than PIK Interest) with respect to such series of Subordinated Notes if, but only to the extent that, the aggregate amount of the sum of (i) the PIK Interest and (ii) the original issue discount (other than PIK Interest), in each case that has accrued and not been paid in cash from the Closing Date through the end of such accrual period on such series of Subordinated Notes, exceeds the product of the “issue price” (as defined for purposes of the Code) for such series of Subordinated Notes and the “yield to maturity” (as defined for purposes of the Code) on such series of Subordinated Notes. Any such payment shall first be allocated to the accrued and unpaid PIK Interest.

          (e) Revolving Loans. The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent for the ratable benefit of Purchasers of accrued interest on the Revolving Loans on the first Business Day of each month, through the date of their repayment in full. The Revolving Loans will bear interest on the outstanding principal thereof at a rate per annum equal to the LIBOR Rate, as such rate may adjust from time to time, plus four and one half quarters percent (4.50%). Until the Revolving Loan Termination Date, the Loan Parties agree to pay to Agent an unused line fee on the average daily unused amount of the Revolving Loan Commitment, at a rate equal to 0.70% per annum (computed for the actual number of days elapsed on the basis of a year of 360 days). For purposes of calculating usage under this Section 3.1(e), the Revolving Loan Commitment on any day shall be deemed used to the extent of the Revolving Notes outstanding at the close of business of Agent on such day. Such unused line fee shall be payable monthly in arrears on the last Business Day of each month and on the Revolving Loan Termination Date for any period then ending for which such unused line fee shall not have previously been paid.

          (f) Computation of Interest. Interest on the Notes and the Revolving Loans will be computed on the basis of a year within three hundred sixty (360) days and the actual number of days elapsed.

          3.2 Repayment of Senior Term Notes.

          (a) Original Senior Term Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the Original Senior Term Notes in accordance with the amortization schedule set forth on Annex C attached hereto. Notwithstanding the foregoing schedule, the Loan Parties, jointly and severally covenant and agree to repay any and all unpaid principal on the Original Senior Term Notes, unpaid interest, fees and other amounts due hereunder upon maturity of the Original Senior Term Notes.

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          (b) Senior Term C Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Senior Term C Notes in full, together with the all the accrued and unpaid interest, fees and other amounts due hereunder, on October 29, 2011.

          3.3 Repayment of Subordinated Notes.

          (a) Senior Subordinated Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Senior Subordinated Notes in full, together with the all the accrued and unpaid interest, fees and other amounts due hereunder, on May 24, 2011.

          (b) Junior Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Junior Notes in full, together with the all the accrued and unpaid interest, fees and other amounts due hereunder May 24, 2012.

          3.4 Repayment of Revolving Loans. The Loan Parties covenant and agree to pay to Agent, for the ratable benefit of Purchasers, the Revolving Loans in full together with all unpaid accrued interest, fees and other amounts due hereunder on the Revolving Loan Termination Date. In addition, the Loan Parties covenant and agree to pay to Agent, for the ratable benefit of Purchasers, such amount of the Revolving Loans as shall be necessary at any time so that the aggregate amount of Revolving Loans outstanding at any time do not exceed the lesser of the amounts set forth in Section 2.3(a)(x) and (y).

          3.5 Optional Prepayment of Notes. Subject to the terms of this Section 3.5, the Loan Parties may prepay to Agent, for the ratable benefit of Purchasers, the outstanding principal amount of the Senior Term Notes and the Subordinated Notes in whole or in part in multiples of $250,000, or such lesser amount as is then outstanding, at any time at a price equal to (i) the accrued interest, if any, to the date set for prepayment, plus (ii) in the case of the Subordinated Notes, a prepayment fee representing the amortization of certain of Purchasers’ costs incurred in connection with the purchase of the Subordinated Notes equal to the principal amount prepaid thereon multiplied by the following percentage:

If Prepaid During
the 12-Month Period
Ending on May 24
of the Following Years:	Percentage
2005	5%
2006	4%
2007	3%
2008	2%
2009 and Thereafter	1%

provided, however, that no prepayment shall be applied to (a) the Subordinated Notes so long as the Senior Term Notes remain outstanding and (b) to the Junior Subordinated Notes so long as the Senior Subordinated Notes remain outstanding. All such prepayments shall (A) be applied

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by Agent to the outstanding principal in the inverse order of maturity after application of such prepayment to any accrued interest and prepayment premium payable in connection therewith and (B) in connection with the Senior Term Loans, shall be applied first to the Senior Term Loan A and second, so long as no Senior Term A Notes remain outstanding, to the Senior Term Loan B, and third, so long as no Senior Term B Notes remain outstanding, to the Senior Term Loan C.

          3.6 Notice of Optional Prepayment. If the Loan Parties shall elect to prepay any Notes pursuant to Section 3.5 hereof, the Loan Parties shall give notice of such prepayment to Agent and each holder of the Notes to be prepaid not less than thirty (30) days or more than ninety (90) days prior to the date fixed for prepayment, specifying (i) the date on which such prepayment is to be made, (ii) the principal amount of such Notes to be prepaid on such date, and (iii) the premium, if any, and accrued interest applicable to the prepayment. Such notice shall be accompanied by a certificate of the Chairman of the Board of Directors, the President or the Vice President and of the Treasurer of Parent that such prepayment is being made in compliance with Section 3.5. Notice of prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with accrued interest thereon and the premium, if any, shall become due and payable on the prepayment date set forth in such notice.

          3.7 Mandatory Prepayment.

          (a) Change of Control; Event of Default. The Notes shall be prepaid in full, together with all interest, fees and expenses plus a prepayment premium computed in accordance with Section 3.5, as if such prepayment were a voluntary prepayment, in the event of a Change of Control or upon such Notes becoming due as a consequence of an Event of Default pursuant to Section 8.2.

          (b) Excess Cash Flow. In addition to the amounts payable by the Loan Parties in respect of the Notes pursuant to Sections 3.2, 3.3, 3.4 and 3.7(a) hereof, the Loan Parties jointly and severally, covenant and agree to make an annual principal prepayment on the Senior Term Loans (the “Cash Flow Prepayment”) on or before the end of the LIBOR Period that occurs the soonest after the one hundred twentieth (120th) day following the end of each Fiscal Year in an amount equal to fifty percent (50%) of the Excess Cash Flow, or such lesser amount as is then outstanding under the Notes for so long as any amounts remain outstanding under the Senior Term Notes. All Cash Flow Prepayments in respect of any Fiscal Year shall be applied by Agent to the outstanding principal of the Senior Term Notes. All such prepayments shall be applied by Agent to the outstanding principal of Senior Term Loan A, and then to the outstanding principal of Senior Term Loan B, and then to the outstanding principal of Senior Term Loan C, in each case in the inverse order of maturity after application of such prepayment to any accrued interest payable in connection therewith.

          3.8 Home Office Payment. The Loan Parties will pay all sums becoming due on any Note for principal, premium, if any, and interest to Agent by the method and at the address specified for such purpose in Annex A, or by such other method or at such other address as Purchasers shall have from time to time specified to the Loan Parties in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Loan Parties made concurrently with or reasonably promptly after payment or prepayment in full of any Note, each holder of a Note shall

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surrender such Note for cancellation, reasonably promptly after such request, to the Loan Parties at their principal executive office.

          3.9 Taxes. Any and all payments by the Loan Parties hereunder or under the Notes or other Purchase Documents that are made to or for the benefit of Purchasers shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto (collectively, “Taxes”), excluding taxes imposed on Agent’s or Purchasers’ net income or capital and franchise taxes imposed on any of them by the jurisdiction under the laws of which any of them is organized or any political subdivision thereof (all such nonexcluded Taxes being hereinafter referred to as “Covered Taxes”). If any of the Loan Parties shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder or under any Notes or other Purchase Documents to Agent for the benefit of Purchasers, or to Purchasers, the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this paragraph), each Purchaser receives an amount equal to the sum it would have received had no such deductions been made. The Loan Parties shall make such deductions and the Loan Parties shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Loan Parties agree to pay any present or future stamp, documentary, excise, privilege, intangible or similar levies that arise at any time or from time to time from any payment made under any and all Purchase Documents or from the execution or delivery by the Loan Parties or from the filing or recording or maintenance of, or otherwise with respect to the exercise by Agent or Purchasers of their respective rights under any and all Purchase Documents (collectively, “Other Taxes”). The Loan Parties will indemnify Agent and Purchasers for the full amount of Covered Taxes imposed on or with respect to amounts payable hereunder and Other Taxes, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payment of this indemnification shall be made within thirty (30) days from the date Agent or Purchasers provide the Loan Parties with a certificate certifying and setting forth in reasonable detail the calculation thereof as to the amount and type of such Taxes. Any such certificates submitted by Agent or Purchasers in good faith to the Loan Parties shall, absent manifest error, be final, conclusive and binding on all parties. The obligation of the Loan Parties under this Section 3.9 shall survive the payment of the Notes and the termination of this Agreement. Within thirty (30) days after the Loan Parties having received a receipt for payment of Covered Taxes and/or Other Taxes, the Loan Parties shall furnish to Agent the original or certified copy of a receipt evidencing payment thereof.

          3.10 Maximum Lawful Rate. This Agreement, the Notes and the other Purchase Documents are hereby limited by this Section 3.10. In no event, whether by reason of acceleration of the maturity of the amounts due hereunder or otherwise, shall interest and fees contracted for, charged, received, paid or agreed to be paid to Purchasers exceed the maximum amount permissible under such applicable law. If, from any circumstance whatsoever, interest and fees would otherwise be payable to Agent or Purchasers in excess of the maximum amount permissible under applicable law, the interest and fees shall be reduced to the maximum amount permitted under applicable law. If from any circumstance, Agent or Purchasers shall have received anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excess of interest shall be applied to the reduction of the

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principal amount of the Notes, in such manner as may be determined by Purchasers, and not to the payment of fees or interest, or if such excess interest exceeds the unpaid balance of the principal amount of the Notes, such excess shall be refunded to the Loan Parties.

          3.11 Break Funding Payments. In the event of the payment of any principal of any Note (other than the Subordinated Notes) other than on the date such payment was scheduled pursuant to Annex C attached hereto or the due date for mandatory prepayments pursuant to Section 3.7 hereof (including payments as a result of an Event of Default), the Loan Parties shall compensate each Purchaser, upon demand, for the loss, cost and expense attributable to such event with respect to the period from such payment date to the day immediately preceding the next payment date scheduled pursuant to Annex C hereof.

          3.12 Capital Adequacy. If, after the date hereof, either the introduction of or any change of the interpretation of any law or the compliance by Purchasers with any guideline or request from any governmental authority (whether or not having the force of law) has or would have the effect of reducing the rate of return on the capital or assets of Purchasers as a consequence of, as determined by Agent or Purchasers in their sole discretion, the existence of any Purchaser’s obligations under this Agreement or any other Purchase Documents, then, upon demand by Purchasers, the Loan Parties immediately shall pay to Purchasers, from the time as specified by Purchasers, additional amounts sufficient to compensate Purchasers in light of such circumstances. The obligations of the Loan Parties under this Section 3.11 shall survive the payments of the Notes and the termination of this Agreement.

          3.13 Certain Waivers. The Loan Parties unconditionally waive (i) any rights to presentment, demand, protest or (except as expressly required hereby) notice of any kind, and (ii) any rights of recission, setoff, counterclaim or defense to payment under the Notes or otherwise that the Loan Parties may have or claim against any Purchaser, the Agent or any prior Purchaser or Agent.

ARTICLE 4
CONDITIONS

          4.1 Conditions to the Senior Term Loans and Purchase of Securities. The obligation of Purchasers to advance the Senior Term Loans and to purchase and pay for the Securities is subject to the satisfaction, prior to or at the Closing, in the case of the issuance of the Original Securities, and the Additional Closing, in the case of the issuance of the Additional Securities, as the case maybe, of the following conditions:

          (a) Representations and Warranties True. The representations and warranties contained in Article 5 hereof shall be true and correct in all material respects at and as of the Closing Date and the Additional Closing Date as though then made, except to the extent of changes caused by the transactions expressly contemplated herein.

          (b) Material Adverse Change. There shall have been no Material Adverse Change in the business, financial condition, assets, Business or prospects of the Loan Parties or the capital markets since April 30, 2003.

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          (c) Security Documents. The Loan Parties and Agent, for the benefit of Purchasers, shall have entered into (i) a security agreement or security agreements with Agent subordinated in lien priority only to the Liens in favor of any senior lender as contemplated therein, if any, in form and substance as set forth in Exhibit C attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Security Agreement”), (ii) a collateral patent, trademark and license assignment or assignments in form and substance as set forth in Exhibit D attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “IP Collateral Assignments”), and (iii) a stock pledge and security agreement in form and substance as set forth in Exhibit E attached hereto (as the same may be amended, modified or supplemental from time to time in accordance with the terms thereof, the “Pledge Agreement”). Parent and Agent, for the benefit of Purchasers, shall have entered into a French stock pledge and security agreement in form and substance as set forth in Exhibit E-1 attached hereto (as the same may be amended, modified or supplemental from time, the “French Pledge Agreement”). The Loan Parties shall have executed and delivered to Agent, for the benefit of Purchasers, such financing statements and other instruments (collectively, “Financing Statements”) as Agent shall require in order to perfect and maintain the continued perfection of the security interest created by the Security Agreement. Agent shall have received reports of filings with appropriate government agencies showing that there are no Liens on the assets of the Loan Parties other than Permitted Liens.

          (d) Environmental Reports. Agent shall have received reports covering the Loan Parties’ properties in form and substance satisfactory to Agent regarding the Loan Parties’ compliance with Environmental Laws.

          (e) Collateral Access Agreements. The Loan Parties shall have delivered to Agent a Collateral Access Agreement for each property specified by the Agent, in form and substance satisfactory to the Agent.

          (f) Stockholders Agreement. Parent and each of its stockholders shall have entered into a stockholders agreement in form and substance as set forth in Exhibit I hereto (as the same may be amended, modified or supplemented and in effect from time to time, the “Stockholders Agreement”).

          (g) Delivery of First Amendment to Intercreditor and Subordination Agreement. Agent shall have received a duly executed copy of the First Amendment to the Intercreditor and Subordination Agreement.

          (h) Closing Documents. The Loan Parties will have delivered or caused to be delivered to Agent all of the following documents in form and substance satisfactory to Agent:

     (i) Senior Term Notes evidencing the Senior Term Loans (as designated by Agent and Purchasers pursuant to Section 2.1 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Loan Parties;

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     (ii) one or more Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.2 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Loan Parties;

     (iii) one or more Revolving Notes evidencing the Revolving Loans (as designated by Agent and Purchasers pursuant to Section 2.3 and Annex A hereof) in the maximum amounts as set forth herein, duly completed and executed by the Loan Parties;

     (iv) one or more Warrants (as designated by Agent and Purchasers pursuant to Section 2.4 and Annex A hereof) evidencing the right to acquire the number of shares of Class B Common Stock set forth in Section 2.4 and Annex A hereof, subject to adjustment from time to time in accordance with the terms thereof;

     (v) one or more stock certificates representing the Preferred Stock purchased pursuant to this Agreement;

     (vi) one or more stock certificates representing the Class B Common Stock purchased pursuant to this Agreement;

     (vii) certificates of good standing dated not more than 10 days prior to the Closing Date and the Additional Closing Date for each of the Loan Parties issued by their respective jurisdictions of organization and each jurisdiction where it is qualified to operate as a foreign corporation, or its equivalent;

     (viii) a copy of the Charter Documents of each of the Loan Parties, certified by the appropriate governmental official of the jurisdiction of its organization as of a date not more than 10 days prior to the Closing Date and the Additional Closing Date;

     (ix) a copy of the By-laws of each of the Loan Parties, certified as of the Closing Date and the Additional Closing Date by the secretary, assistant secretary, manager or general partner, as applicable, of each respective Loan Party;

     (x) a certificate of the secretary or assistant secretary, manager or general partner of each of the Loan Parties, certifying as to the names and true signatures of the officers or other authorized person of the respective Loan Party authorized to sign this Agreement and the other documents to be delivered by the respective Loan Party hereunder;

     (xi) copies of the resolutions duly adopted by each Loan Party’s board of directors, general partners, board of managers or other governing body, authorizing the execution, delivery and performance by the respective Loan Party of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the respective Loan Party is a party to, and the

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consummation of all of the other Transactions, certified as of the Closing Date and the Additional Closing Date by the secretary, assistant secretary, manager or general partner of the respective Loan Party;

     (xii) a certificate dated as of the Closing Date and the Additional Closing Date from an officer, general partner or manager of each of the Loan Parties stating that the conditions specified in this Section 4.1 have been fully satisfied or waived by Agent;

     (xiii) certificates of insurance evidencing the existence of all insurance required to be maintained by the Loan Parties pursuant to Section 7.1(c), and Agent shall be satisfied with the type and extent of such coverage;

     (xiv) copies of all material leases to which any of the Loan Parties is a party to; and

     (xv) such other documents relating to the Transactions contemplated by this Agreement as Agent or its counsel may reasonably request.

          (i) Purchaser’s Fees and Expenses.

     (i) Revolving Loan Commitment Fee. On the Closing Date, the Loan Parties shall pay the Revolving Loan Commitment Fee to ACFS (and the Loan Parties hereby authorize Agent to deduct from the aggregate proceeds from the sales of the Notes by the Loan Parties, the unpaid amount of such Revolving Loan Commitment Fee);

     (ii) Senior Origination Fee. On the Closing Date, the Loan Parties shall pay the Senior Origination Fee to ACFS (and the Loan Parties hereby authorize Agent to deduct from the aggregate proceeds from the sales of the Notes by the Loan Parties, the unpaid amount of such Senior Origination Fee);

     (iii) Junior Origination Fee. On the Closing Date, the Loan Parties shall pay the Junior Origination Fee to ACFS (and the Loan Parties hereby authorize Agent to deduct from the aggregate proceeds from the sales of the Notes by the Loan Parties, the unpaid amount of such Junior Origination Fee);

     (iv) Structuring Fee. On the Closing Date, the Loan Parties shall pay the Structuring Fee to ACFS (and the Loan Parties hereby authorize the Agent to deduct from the sales of the Notes by the Loan Parties the unpaid amount of such Structuring Fee);

     (v) Senior Term C Closing Fee. On the Additional Closing Date, the Loan Parties shall pay the Senior Term C Closing Fee to ACFS (and the Loan Parties hereby authorize Agent to deduct from the aggregate proceeds from the sales of the Senior Term C Notes by the Loan Parties, the unpaid amount of such Senior Term C Closing Fee); and

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     (vi) Other Fees and Expenses. On the Closing Date and the Additional Closing Date, the Loan Parties shall have paid the fees and expenses of Agent and Purchasers, payable by the Loan Parties pursuant to Section 14.4 hereof (and the Loan Parties hereby authorize Agent to deduct all such amounts from the aggregate proceeds of the sale of the Notes by the Loan Parties).

          (j) Legal Investment. On the Closing Date and the Additional Closing Date, Purchasers’ purchases of the Securities shall not be prohibited by any applicable law, rule or regulation of any Governmental Authority (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System) as a result of the promulgation or enactment thereof or any changes therein, or change in the interpretation thereof by any Governmental Authority, subsequent to the date of this Agreement.

          (k) Proceedings. All proceedings taken or required to be taken in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and the Additional Closing and all documents incident thereto will be satisfactory in form and substance to Agent and its counsel and to Purchasers and their counsel.

          (l) Background Investigations. Agent shall be satisfied with the results of background investigations of Donald Hartman and Steven Burke.

          (m) Employment/Confidentiality and Noncompete Agreements. The Loan Parties shall have entered into employment/confidentiality and noncompete agreements with officers and employees of the Loan Parties designated by Agent on terms reasonably satisfactory to Agent, and such confidentiality and noncompete agreements shall be in full force and effect as of the Closing Date and shall not have been amended or modified. The Loan Parties shall have provided the Agent with copies of all employment/confidentiality and noncompete agreements and all other agreements providing compensation in any form whatsoever (including, without limitation, any benefit plans between Loan Parties and any and all of its directors, officers or employees).

          (n) Consummation of Acquisitions.

     (i) On the Closing Date, the Acquisition shall have been consummated in form and substance satisfactory to Purchasers, in Purchasers’ sole discretion, and Purchasers shall have been provided copies of all agreements, instruments and documents delivered in connection therewith.

     (ii) On the Additional Closing Date, the Auxitrol Acquisition shall have been consummated in form and substance satisfactory to Purchasers, in Purchasers’ sole discretion, and Purchasers shall have been provided copies of all agreements, instruments and documents delivered in connection therewith.

          (o) Investment Banking Agreement. The Loan Parties and ACFS shall have executed an Investment Banking Agreement in a form reasonably satisfactory to ACFS in the form attached hereto as Exhibit G.

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          4.2 Conditions Precedent to each Revolving Loan. The obligation of Purchasers on any date (including the Closing Date) to make a Revolving Loan is subject to the satisfaction of each of the following conditions precedent:

          (a) Request for Borrowing and Borrowing Base Certificate. Agent shall have received a duly executed Request for Borrowing and Borrowing Base Certificate with respect to each Revolving Loan in accordance with Section 2.3(b) hereof.

          (b) Compliance. Both before and after giving effect to the proceeds of any Revolving Loan, (i) no Default or Event of Default shall have occurred and be continuing, (ii) repayment of the Notes shall not been accelerated in accordance with Section 8.2 hereof, (iii) the Loan Parties shall have complied and be in compliance with all the terms, covenants and conditions of each Purchase Document, and (iv) the representations and warranties of the Loan Parties contained in Section 5 hereof shall be true and correct on and as of the Closing Date and shall be true and correct in all material respects on and as of any such date after the Closing Date; with the same effect as though made on and as of the date of each Revolving Loan (except to the extent that any of the Schedules to this Agreement have been amended prior to any funding date to appropriately update any immaterial matters disclosed therein); and the Agent, if it so requests, shall have received a certificate, dated as of the date of each Revolving Loan, signed by an Executive Officer of the Loan Parties to the foregoing effect.

          (c) No Material Adverse Change. No Material Adverse Change shall have occurred since the date of the last audited financial statements of the Loan Parties delivered to the Agent.

          (d) Additional Documents. The Agent shall have received prior to the date of each Revolving Loan all additional documents and certificates that the Agent shall have reasonably requested.

          4.3 Waiver. Any condition specified in this Article 4 may be waived by Agent on behalf of Purchasers; provided that no such waiver will be effective against Agent unless it is set forth in a writing executed by Agent.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES

          5.1 Representations and Warranties of Loan Parties. As a material inducement to Agent and Purchasers to enter into this Agreement, advance the Senior Term Loans and purchase the Securities, the Loan Parties, jointly and severally, hereby represent and warrant to Agent and Purchasers as follows:

          (a) Organization and Power. Each of the Loan Parties is a corporation duly organized, validly existing and in good standing under the laws of its state of formation. Each of the Loan Parties has all requisite corporate or other organizational power and authority and all material licenses, permits, approvals and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the Transactions, and is qualified to do business in the jurisdictions listed on the “Organization Schedule” attached hereto as Schedule 5.1(a), which includes every jurisdiction

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where the failure to so qualify might reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties has its principal place of business as set forth on the Organization Schedule. The copies of the Charter Documents and By-Laws of the Loan Parties that have been furnished to Agent reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

          (b) Principal Business. The Loan Parties are primarily engaged in the development, assembly, manufacture and sale of imaging and sensing devices for nuclear power and industrial markets (the “Business”).

          (c) Financial Statements and Financial Projections.

     (i) Financial Statements; Historical Statements. The Loan Parties have delivered to Agent copies of Borrower’s audited consolidated year-end financial statements for and as of the fiscal years ended April 30, 2001, April 30, 2002 and April 30, 2003 and unaudited balance sheet, income statements and statement of cash flows for the eleven (11) month period ending March 31, 2004 (together, the “Financial Statements”). The Financial Statements were compiled from the books and records maintained by the Borrower’s management, are correct and complete and fairly represent the consolidated financial condition of the Borrower as of their dates and the results of operations for the fiscal periods then ended and have been prepared in accordance with GAAP consistently applied.

     (ii) Financial Projections. The Loan Parties have delivered to Agent financial projections (consisting of a projected income statement) of the Loan Parties for the period May 1, 2004 through May 1, 2008 derived from various assumptions of the Loan Parties’ management (the “Financial Projections”). The Financial Projections represent a reasonable range of possible results in light of the history of the Business and the Loan Parties, present and foreseeable conditions and the intentions of the Loan Parties’ management. The Financial Projections accurately reflect the liabilities of the Loan Parties upon consummation of the transactions contemplated hereby as of the Closing Date and the Additional Closing Date.

     (iii) Accuracy of Financial Statements. The Loan Parties do not have any liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Financial Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of the Loan Parties that may cause a Material Adverse Effect.

          (d) Capitalization and Related Matters.

     (i) As of the Additional Closing Date and immediately thereafter, the authorized capital stock of Parent will consist of (A) 125,000 shares of Class A Common Stock, of which 500 shares of Class A Common Stock are issued and outstanding; (B) 125,000 shares of Class B Common Stock, of which 10,000

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shares of Class B Common Stock are issued and outstanding and of which 83,458 shares of Class B Common Stock have been reserved for issuance upon exercise of the Warrants outstanding on the date hereof; and (C) 100,000 shares of Preferred Stock, of which 22,000 shares of Preferred Stock of Parent are issued and outstanding.

     (ii) As of the Additional Closing Date, the authorized capital stock of each of the other Loan Parties and the number and ownership of all outstanding capital stock of each of the other Loan Parties is set forth on the Organization Schedule. Except as set forth in Schedule 5.1(d)(ii), as of the Closing Date and the Additional Closing Date, none of the Loan Parties will have outstanding any stock or securities convertible into or exchangeable for any shares of its capital stock other than the Warrants and Options and none will have outstanding any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock, other than the Warrants and Options. As of the Closing Date and the Additional Closing Date, none of the Loan Parties will be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock, except as set forth in Schedule 5.1(d)(ii), herein and in the Stockholders Agreement. As of the Closing and the Additional Closing, all of the outstanding shares of each Loan Party’s capital stock will be validly issued, fully paid and nonassessable. There are no statutory or contractual stockholders’ preemptive rights with respect to the issuance of the Warrants hereunder. None of the Loan Parties have violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Securities hereunder do not require registration under the Securities Act or any applicable state securities laws. There are no agreements among Parent’s stockholders with respect to the voting or transfer of Parent’s capital stock other than as contemplated herein.

     (iii) The shares of the Underlying Common Stock issuable upon exercise of the Warrants have been duly reserved for issuance and, when issued upon exercise of the Warrants and payment of the consideration therefor, will be duly authorized, validly issued, fully paid and non-assessable, will not have been issued in violation of any preemptive or similar rights created by applicable Law or Parent’s Charter Documents, By-laws or by any agreement to which Parent is a party or by which it is bound, and will have been issued in compliance with applicable federal and state securities or “blue sky” Laws.

          (e) Subsidiaries. The Loan Parties do not own, or hold any rights to acquire, any shares of stock or any other security or interest in any other Person, and the Loan Parties have no Subsidiaries, except in each case as set forth on the Organizational Schedule.

          (f) Authorization; No Breach. The execution, delivery and performance of this Agreement, the other Purchase Documents and all other agreements contemplated hereby and thereby to which each of the Loan Parties is a party (collectively, the “Transaction Documents”), and the consummation of the Transactions have been duly authorized by each of

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the Loan Parties. The execution and delivery by each of the Loan Parties of the Transaction Documents and the consummation of the Transactions do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) except as created pursuant to the Security Documents, result in the creation of any Lien upon any of the Loan Parties’ capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Authority pursuant to, the Charter Documents of any of the Loan Parties, or any law, statute, rule or regulation to which any of the Loan Parties is subject, or any agreement, instrument, order, judgment or decree to which any of the Loan Parties is a party or to which they or their assets are subject.

          (g) Governmental Approvals. Except as specifically provided by the Transaction Documents, no registration with or consent or approval of, or other action by, any Governmental Authority is or will be required in connection with the consummation of the Transactions by the Loan Parties.

          (h) Enforceability. This Agreement constitutes, and each of the other Transaction Documents when duly executed and delivered by each of the Loan Parties who are parties thereto will constitute, legal, valid and binding obligations of each of the Loan Parties enforceable in accordance with their respective terms.

          (i) No Material Adverse Change. Since April 30, 2003, there has been no Material Adverse Change.

          (j) Litigation. Except as described in the “Litigation Schedule” attached hereto as Schedule 5.1(j), there are no actions, suits or proceedings at law or in equity or by or before any arbitrator or any Governmental Authority now pending or, to the best knowledge of the Loan Parties’ management after due inquiry, threatened against or filed by or affecting any of the Loan Parties or any of their directors or officers or the businesses, assets or rights of any of the Loan Parties. The Loan Parties and their directors or officers shall promptly provide Agent with a copy of all pleadings of all lawsuits filed against others and, in the case of other actions, a letter stating the nature of such suits and a copy of all pleadings.

          (k) Compliance with Laws. The Loan Parties are not in violation in any material respect of any applicable Law. The Loan Parties are not in default with respect to any judgment, order, writ, injunction, decree, rule or regulation of any Governmental Authority. The Loan Parties are not in, and the consummation of the Transactions will not cause any, default concerning any judgment, order, writ, injunction or decree of any Governmental Authority, and there is no investigation, enforcement action or regulatory action pending or threatened against or affecting any of the Loan Parties by any Governmental Authority, except as set forth on the Litigation Schedule. Except as set forth in the Litigation Schedule, there is no remedial or other corrective action that any of the Loan Parties is required to take to remain in compliance with any judgment, order, writ, injunction or decree of any Governmental Authority or to maintain any material permits, approvals or licenses granted by any Governmental Authority in full force and effect. During the past ten (10) years, none of the officers, directors or management of any

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of the Loan Parties have been arrested or convicted of any material crime nor have any of them been bankrupt or an officer or director of a bankrupt company.

          (l) Environmental Protection. Except as specified in “Environmental Schedule” attached hereto as Schedule 5.1(l) and after giving effect to the Transactions: (i) the business of the Loan Parties, the methods and means employed by the Loan Parties in the operation thereof (including all operations and conditions at or in the properties of the Loan Parties), and the assets owned, leased, managed, used, controlled, held or operated by the Loan Parties, comply in all material respects with all applicable Environmental Laws; (ii) with respect to the Properties and Facilities, and except as disclosed in the Environmental Schedule, the Loan Parties have obtained, possess, and are in full compliance with all permits, licenses, reviews, certifications, approvals, registrations, consents, and any other authorizations required under any Environmental Laws; (iii) the Loan Parties have not received (x) any claim or notice of violation, lien, complaint, suit, order or other claim or notice to the effect that the Loan Parties are or may be liable to any Person as a result of (A) the environmental condition of any of their Properties or any other property, or (B) the release or threatened release of any Pollutant, or (y) any letter or request for information under Section 104 of the CERCLA, or comparable state laws, and to the best of the any of Loan Parties’ knowledge, none of the operations of the Loan Parties is the subject of any investigation by a Governmental Authority evaluating whether any remedial action is needed to respond to a release or threatened release of any Pollutant at the Properties and Facilities or at any other location, including any location to which the Loan Parties have transported, or arranged for the transportation of, any Pollutants with respect to the Properties and Facilities; (iv) except as disclosed in the Environmental Schedule, neither the Loan Parties nor any prior owner or operator has incurred in the past, or is now subject to, any Environmental Liabilities; (v) except as disclosed in the Environmental Schedule, there are no Liens, covenants, deed restrictions, notice or registration requirements, or other limitations applicable to the Properties and Facilities, based upon any Environmental Laws or other legal obligations; (vi) there are no USTs located in, at, on, or under the Properties and Facilities other than the USTs identified in the Environmental Schedule as USTs; and each of those USTs is in full compliance with all Environmental Laws and other legal obligations; and (vii) except as disclosed in the Environmental Schedule, there are no PCBs, lead paint, asbestos (of any type or form), or materials, articles or products containing PCBs, lead paint or asbestos, located in, at, on, under, a part of, or otherwise related to the Properties and Facilities (including, without limitation, any building, structure, or other improvement that is a part of the Properties and Facilities), and all of the PCBs, lead paint, asbestos, and materials, articles and products containing PCBs, lead paint or asbestos identified in the Environmental Schedule are in full compliance with all Environmental Laws and other legal obligations.

          (m) Legal Investments; Use of Proceeds. The Loan Parties will use the proceeds from the sale of the Notes to pay a portion of the purchase consideration for the Acquisition. The Loan Parties are not engaged in the business of extending credit for the purpose of purchasing or carrying any “margin stock” or “margin security” (within the meaning of Regulations T, U or X issued by the Board of Governors of the Federal Reserve System), and no proceeds of the sale of the Notes will be used to purchase or carry any margin stock or margin security or to extend credit to others for the purpose of purchasing or carrying any margin stock or margin security.

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          (n) Taxes. Each of the Loan Parties has filed or caused to be filed all Federal, state and local tax returns that are required to be filed by it, and has paid or caused to be paid all taxes shown to be due and payable on such returns or on any assessments received by it, including payroll taxes.

          (o) Labor and Employment. The Loan Parties are and each of their Plans are in compliance in all material respects with those provisions of ERISA, the Code, the Age Discrimination in Employment Act, and the regulations and published interpretations thereunder that are applicable to the Loan Parties or any such Plan. As of the Closing Date and the Additional Closing Date, no Reportable Event has occurred with respect to any Plan as to which any of the Loan Parties are or were required to file a report with the PBGC. No Plan has any material amount of unfunded benefit liabilities (within the meaning of Section 4001(a)(18) of ERISA) or any accumulated funding deficiency (within the meaning of Section 302(a)(2) of ERISA), whether or not waived, and neither the Loan Parties nor any member of the Controlled Group has incurred or expects to incur any material withdrawal liability under Subtitle E of Title IV of ERISA to a Multiemployer Plan. The Loan Parties are in compliance in all material respects with all labor and employment laws, rules, regulations and requirements of all applicable domestic and foreign jurisdictions. There are no pending or threatened labor disputes, work stoppages or strikes.

          (p) Investment Company Act; Public Utility Holding Company Act. None of the Loan Parties is (i) an “investment company” or “controlled” by an investment company within the meaning of the Investment Company Act of 1940, as amended, or (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, as amended.

          (q) Properties; Security Interests. The Loan Parties have good and marketable title to, or valid leasehold interests in, all of the material assets and properties used or useful by the Loan Parties in the Business (collectively, the “Properties and Facilities”), subject to no Liens except for Permitted Liens. All of the Properties and Facilities are in good repair, working order and condition and all such assets and properties are owned by the Loan Parties free and clear of all Liens except for Permitted Liens. The Properties and Facilities constitute all of the material assets, properties and rights of any type used in or necessary for the conduct of the Business. The Security Agreement creates and grants to Agent a valid and perfected security interest in all the collateral thereunder, subject only to Permitted Liens. The Loan Parties do not own any real estate. All real estate leased by any of the Loan Parties is listed on the “Properties Schedule,” attached hereto as Schedule 5.1(q).

          (r) Intellectual Property; Licenses. Each of the Loan Parties possesses all Proprietary Rights necessary to conduct the Business as heretofore conducted or as proposed to be conducted by it. All Proprietary Rights registered in the name of any of the Loan Parties and applications therefor filed by any of the Loan Parties are listed on the “Intellectual Property Schedule,” attached hereto as Schedule 5.1(r). No event has occurred that permits, or after notice or lapse of time or both would permit, the revocation or termination of any of the foregoing, which taken in isolation or when considered with all other such revocations or terminations could have a Material Adverse Effect. None of the Property Rights owned by or

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used under license by any Loan Party infringes, misappropriates or conflicts with any Proprietary Rights or other rights of any other Person; no products or services sold by any Loan Party in connection with the Business is intriguing on, misappropriating or making any unlawful or unauthorized use of any Proprietary Rights or other rights of another Person; and no other Person is infringing upon misappropriate making or making any unlawful or unauthorized use of any Proprietary Rights of any Loan party. None of the Loan Parties has notice or knowledge of any facts or any past, present or threatened occurrence that could preclude or impair the Loan Parties’ ability to retain or obtain any authorization necessary for the operation of the Business.

          (s) Solvency. After giving effect to the Transactions, (i) the fair value of the assets of the Loan Parties, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise, (ii) the present fair saleable value of the property of the Loan Parties will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (iii) the Loan Parties will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (iv) the Loan Parties will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

          (t) Complete Disclosure. All factual information furnished by or on behalf of the Loan Parties to Agent for purposes of or in connection with this Agreement or the Transactions is, and all other such factual information hereafter furnished by or on behalf of the Loan Parties will be, true and accurate in all material respects on the date as of which such information is furnished and not incomplete by omitting to state any fact necessary to make such information not misleading at such time in light of the circumstances under which such information was provided.

          (u) Side Agreements. Neither the Loan Parties nor any Affiliate of the Loan Parties nor any director, officer or employee of the Loan Parties or any of their Affiliates, respectively, has entered into, as of the Closing Date and the Additional Closing Date, any side agreement, either oral or written, with any individual or business, pursuant to which the director, officer, employee, Loan Parties or Affiliate agreed to do anything beyond the requirements of the formal, written contracts executed by the Loan Parties and disclosed to Purchasers and Agent herein.

          (v) Broker’s or Finder’s Commissions. No broker’s or finder’s or placement fee or commission will be payable to any broker or agent engaged by the Loan Parties or any of its officers, directors or agents with respect to the issuance and sale of the Notes, the Warrants or the transactions contemplated by this Agreement, including without limitation the Transactions, except for fees payable to ACFS, Purchasers and Agent. The Loan Parties agree to indemnify Agent and Purchasers and to hold them harmless from and against any claim, demand or liability for broker’s or finder’s or placement fees or similar commissions, whether or not payable by the Loan Parties, alleged to have been incurred in connection with such transactions, other than any broker’s or finder’s fees payable to Persons engaged by Agent or Purchasers without the knowledge of the Loan Parties.

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          (w) Absence of Undisclosed Liabilities. Except as set forth on Schedule 5.1(w), the Borrower has no liabilities or obligations, either accrued, absolute, contingent or otherwise, except:

     (i) those liabilities or obligations set forth on the Financial Statements and not heretofore paid or discharged,

     (ii) liabilities arising in the ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed on the schedules or not required to be disclosed because of the term or amount involved or otherwise, and

     (iii) those liabilities or obligations (including those relating to foreign exchange purchasing contracts) incurred, consistently with past business practice, in or as a result of the normal and ordinary course of business.

          (x) Accuracy of Information. None of the Purchase Documents nor any other information furnished to any of Purchasers by any of the Loan Parties and any of their Affiliates in connection with the Transactions contains any untrue statement of material fact or omits to state any material fact necessary to make the statements contained therein not misleading.

          (y) OFAC; USA PATRIOT Act. No Loan Party nor any Affiliate of any Loan Party is (i) a country, territory, organization, person or entity named on an Office of Foreign Asset Control (OFAC) list, (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; or (iii) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns.

          5.2 Absolute Reliance on the Representations and Warranties. All representations and warranties contained in this Agreement and any financial statements, instruments, certificates, schedules or other documents delivered in connection herewith, shall survive the execution and delivery of this Agreement, regardless of any investigation made by Agent or Purchasers or on Agent’s or Purchasers’ behalf.

ARTICLE 6
TRANSFER OF SECURITIES

          6.1 Restricted Securities. Purchasers acknowledge that the Securities have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, and that, except as provided in Article 12, the Loan Parties are not required to register any of the Securities under the Securities Act.

          6.2 Legends; Purchaser’s Representations. Each Purchaser hereby represents and warrants to the Loan Parties that it is an “accredited investor” within the meaning of Rule

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501(a) under the Securities Act and is acquiring the Securities for investment for its own account, with no present intention of dividing its participation with others (except for a potential transfer or transfers of the Securities to an affiliate or affiliates of Purchasers) or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Loan Parties may place an appropriate legend on the Securities owned by Purchasers concerning the restrictions set forth in this Article 6. Upon the assignment or transfer by Purchasers or any of its successors or assignees of all or any part of the Securities, the term “Purchaser” as used herein shall thereafter mean, to the extent thereof, the then holder or holders of such Securities, or portion thereof.

          6.3 Transfer of Notes. Subject to Section 6.2 hereof, a holder of a Note may transfer such Note to a new holder, or may exchange such Note for Notes of different denominations (but in no event of denominations of less than $100,000 in original principal amount), by surrendering such Note to the Loan Parties duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new holder (or the current holder if submitted for exchange only), together with written instructions for the issuance of one or more new Notes specifying the respective principal amounts of each new Note and the name of each new holder and each address therefor. The Loan Parties shall simultaneously deliver to such holder or its designee such new Notes, shall mark the surrendered Notes as canceled and shall provide notice of such transfer to Agent. In lieu of the foregoing procedures, a holder may assign a Note (in whole but not in part) to a new holder by sending written notice to the Loan Parties and Agent of such assignment specifying the new holder’s name and address; in such case, the Loan Parties shall promptly acknowledge such assignment in writing to both the old and new holder.

          6.4 Replacement of Lost Securities. Upon receipt of evidence reasonably satisfactory to the Loan Parties of the mutilation, destruction, loss or theft of any Securities and the ownership thereof, the Loan Parties shall, upon the written request of the holder of such Securities, execute and deliver in replacement thereof new Securities in the same form, in the same original principal amount and dated the same date as the Securities so mutilated, destroyed, lost or stolen; and such Securities so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Securities being replaced have been mutilated, they shall be surrendered to the Loan Parties; and if such replaced Securities have been destroyed, lost or stolen, such holder shall furnish the Loan Parties with an indemnity in writing to save it harmless in respect of such replaced Security.

          6.5 No Other Representations Affected. Nothing contained in this Article 6 shall limit the full force or effect of any representation, agreement or warranty made herein or in connection herewith to Purchaser.

ARTICLE 7
COVENANTS

          7.1 Affirmative Covenants. The Loan Parties, jointly and severally, covenant that, so long as all or any of the principal amount of the Notes or any interest thereon shall remain outstanding, and, thereafter, so long as any Purchaser owns any Warrants or Underlying Common Stock, the Loan Parties shall:

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          (a) Existence. Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence.

          (b) Businesses and Properties; Compliance with Laws. At all times (i) do or cause to be done all things necessary to preserve, renew and keep in full force and effect the rights, licenses, registrations, permits, certifications, approvals, consents, franchises, patents, copyrights, trademarks and trade names, and any other trade names that may be material to the conduct of their businesses; (ii) comply in all material respects with all laws and regulations applicable to the operation of such business, including but not limited to, all Environmental Laws, whether now in effect or hereafter enacted and with all other applicable laws and regulations, (iii) take all action that may be required to obtain, preserve, renew and extend all rights, patents, copyrights, trademarks, tradenames, franchises, registrations, certifications, approvals, consents, licenses, permits and any other authorizations that may be material to the operation of such business, (iv) maintain, preserve and protect all property material to the conduct of such business, and (v) except for obsolete or worn out equipment, keep their property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times.

          (c) Insurance. (i) Within forty-five days after the Closing Date, the Loan Parties shall deliver to Agent evidence of a directors and officers insurance policy issued by a carrier reasonably acceptable to Agent insuring the directors and officers of the Parent and its Subsidiaries; (ii) maintain insurance required by the Purchase Documents and any and all contracts entered into by the Loan Parties, including but not limited to: (a) coverage on their insurable properties (including all inventory, equipment and real property) against the perils of fire, theft and burglary; (b) public liability; (c) workers’ compensation; (d) business interruption; (e) product liability; and (f) such other risks as are customary with companies similarly situated and in the same or similar business as that of the Loan Parties under policies issued by financially sound and reputable insurers in such amounts as are customary with companies similarly situated and in the same or similar business. Each of the Loan Parties shall pay all insurance premiums payable by it and shall deliver the policy or policies of such insurance (or certificates of insurance with copies of such policies) to Purchasers. All insurance policies of the Loan Parties shall contain endorsements, in form and substance reasonably satisfactory to Agent, providing that the insurance shall not be cancelable except upon thirty (30) days’ prior written notice to Agent. Agent, on behalf of Purchasers, shall be shown as a loss payee and an additional named insured party under all such insurance policies.

          (d) Obligations and Taxes. Pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon them or upon their income or profits or in respect of their properties before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, might give rise to Liens or charges upon such properties or any part thereof; provided, however, that the Loan Parties shall not be required to pay and discharge or to cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Loan Parties shall have set aside on their books adequate reserves with respect thereto.

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          (e) Financial Statements; Reports. Furnish to Agent:

     (i) Annual Statements. Within ninety (90) days after the end of each fiscal year, a balance sheet and statements of operations, stockholders’ equity and cash flows of the Loan Parties showing the financial condition of the Loan Parties as of the close of such year and the results of operations during such year, all of the foregoing financial statements to be audited by a firm of independent certified public accountants of recognized national standing acceptable to Agent and accompanied by an opinion of such accountants without material exceptions or qualifications. Additionally, such financial statements shall be accompanied by a certificate of such accountants (which shall not contain any qualification exception or score limitation not acceptable to Agent) stating that in the course of its regular audit of the Business of the Loan Parties, which audit was conducted in accordance with GAAP, no Default or Event of Default relating to financial and accounting matters has come to their attention, or if any Default or Event of Default exists, a statement as to the nature thereof.

     (ii) Monthly Statements. Within thirty (30) calendar days after the end of each calendar month, financial statements (including a balance sheet and cash flow and income statements) showing the financial condition and results of operations of the Loan Parties as of the end of each such month and for the then elapsed portion of the current fiscal year, together with comparisons to the corresponding periods in the preceding year and the budget for such periods, accompanied by a certificate of an officer that such financial statements have been prepared in accordance with GAAP, consistently applied, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.

     (iii) Format; Management Report; Certificate of Compliance. Each balance sheet, operations statement and cash flow statement furnished to Agent or Purchasers pursuant to subsections (i) and (ii) of this 7.1(e) will be furnished by an electronic means in Excel spreadsheet format containing such line items and other formatting requirements as may be specified by Agent. Each financial statement furnished to Agent pursuant to subsections (i) and (ii) of this Section 7.1(e) shall be accompanied by (A) a written narrative report by the management of the Loan Parties explaining material developments and trends in the Business and such financial statements and (B) a written certificate signed by the Loan Parties’ chief financial officer to the effect that no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Loan Parties to remedy the same, and a compliance certificate in the form of Exhibit F showing the Loan Parties’ compliance with the covenants set forth in Section 7.3.

     (iv) Accountant Reports. Promptly upon the receipt thereof, copies of all reports, if any, submitted to the Loan Parties by independent certified public

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accountants in connection with each annual, interim or special audit or review of the financial statements of the Loan Parties made by such accountants, including but not limited to, any comment letter submitted by such accountants to management in connection with any annual review.

     (v) Projections. As soon as available, but in no event later than April 15 of each year, a projection of the Loan Parties’ balance sheet, and income, retained earnings and cash flow statements, respectively, for the following four (4) fiscal years (provided that for the first fiscal year the foregoing information shall be provided on a monthly basis) and comparable actual and budgeted figures for the current year; and within ten (10) days after any material update or amendment of any such plan or forecast, a copy of such update or amendment, including a description of and reasons for such update or amendment. Each such projection, update or amendment shall be accompanied by a written certificate signed by the Loan Parties’ chief financial officer to the effect that it has been prepared on the basis of the Loan Parties’ historical financial statements and records, together with the assumptions set forth in such projection and that it reflects expectations, after reasonable analysis, of the Loan Parties’ management as to the matters set forth therein.

     (vi) Within ten (10) days after the end of each calendar month, a Borrowing Base Certificate demonstrating that, as of the end of such month, the aggregate amount of outstanding Revolving Loans does not exceed the lesser of Section 2.3(a)(x) and (y).

     (vii) Additional Information. Promptly, from time to time, such other information regarding the compliance by the Loan Parties with the terms of this Agreement and the other Purchase Documents or the affairs, operations or condition (financial or otherwise) of the Loan Parties as Agent or Required Purchasers may reasonably request and that is capable of being obtained, produced or generated by the Loan Parties or of which the Loan Parties have knowledge.

          (f) Litigation and Other Notices. Give Agent prompt written notice of the following:

     (i) Orders; Injunctions. The issuance by any court or governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of any loan or the initiation of any litigation or similar proceeding seeking any such injunction, order or other restraint.

     (ii) Litigation. The notice, filing or commencement of any action, suit or proceeding against any of the Loan Parties whether at law or in equity or by or before any court or any Federal, state, municipal or other governmental agency or authority and that, if adversely determined against any of the Loan Parties, could resulted in uninsured liability in excess of $100,000 in the aggregate.

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     (iii) Environmental Matters. (A) Any release or threatened release of any Pollutant required to be reported to any Federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (B) any Removal, Remedial or Response action taken by any of the Loan Parties or any other person in response to any Pollutant in, at, on or under, a part of or about any of the Loan Parties’ properties or any other property, (C) any violation by any of the Loan Parties of any Environmental Law, in each case, that could result in a Material Adverse Effect, or (D) any notice, claim or other information that any of the Loan Parties might be subject to an Environmental Liability.

     (iv) Default. Any Default or Event of Default, specifying the nature and extent thereof and the action (if any) that is proposed to be taken with respect thereto.

     (v) Material Adverse Effect. Any development in the business or affairs of any of the Loan Parties that could have a Material Adverse Effect.

     (vi) Board Meetings. Written notice of each regular meeting of each Loan Party’s Board of Directors at least thirty (30) days in advance of such meeting and prior written notice of each special meeting of the Loan Party’s Board of Directors at least seven (7) days in advance of such meeting, but in any case such notice shall be delivered no later than the date on which the members of the Board of Directors are notified of such meeting. In addition, the Loan Parties will send Agent copies of all reports and materials provided to members of the Board of Directors at meetings or otherwise.

          (g) ERISA. Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating thereto and furnish to Agent, and if requested by them in writing, furnish to Purchasers, (i) as soon as possible, and in any event within thirty (30) days after the Loan Parties know or have reason to know thereof, notice of (A) the establishment by the Loan Parties of any Plan, (B) the commencement by the Loan Parties of contributions to a Multiemployer Plan, (C) any failure by the Loan Parties or any of their ERISA Affiliates to make contributions required by Section 302 of ERISA (whether or not such requirement is waived pursuant to Section 303 of ERISA), or (D) the occurrence of any Reportable Event with respect to any Plan or Multiemployer Plan for which the reporting requirement is not waived, together with a statement of an officer setting forth details as to such Reportable Event and the action that the Loan Parties propose to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if any such notice was provided by the Loan Parties, and (ii) promptly after receipt thereof, a copy of any notice the Loan Parties may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Multiemployer Plan, or to appoint a trustee to administer any Plan or Multiemployer Plan, and (iii) promptly after receipt thereof, a copy of any notice of withdrawal liability from any Multiemployer Plan.

          (h) Maintaining Records; Access to Premises and Inspections. Maintain financial records in accordance with generally accepted practices and, upon reasonable notice, at all reasonable times and as often as Agent or any Purchasers may reasonably request (and at any time after the occurrence and during the continuation of a Default or Event of Default), permit

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any authorized representative designated by Agent to visit and inspect the properties and financial records of the Loan Parties and to make extracts from such financial records, all at the Loan Parties’ reasonable expense, and permit any authorized representative designated by Agent or any Purchasers to discuss the affairs, finances and condition of the Loan Parties with the Loan Parties’ chief financial officers and such other officers as the Loan Parties shall deem appropriate, and the Loan Parties’ independent public accountants.

          (i) Board of Directors.

     (i) Parent’s Board of Directors shall consist of three (3) directors and shall meet at least once per calendar quarter. Purchasers shall have the right to designate one (1) director to Parent’s Board of Directors. Upon (A) the occurrence, and during the continuance, of an Event of Default pursuant to Section 8.1 or (B) upon the occurrence of any default or event of default under any other instrument of Indebtedness of any Loan Party, Purchasers shall have the right to elect a majority of the directors of Parent’s Board of Directors. Parent covenants to maintain such number of vacancies on the Board of Directors so that Purchasers may all time avail themselves of the rights under this Section 7.1(i)(i). The members of Parent’s Board of Directors shall receive reimbursement for reasonable out-of-pocket expenses from Parent incurred in connection with attendance at Boards of Directors, committee and stockholder meetings.

     (ii) In the event Purchasers shall waive their right to designate directors pursuant to this Section 7.1(i), Agent may designate an observer, without voting rights, who will be entitled to attend all meetings of Parent’s Board of Directors (including committees) and stockholders. Any observer designated by Purchasers shall be entitled to notice of all meetings of Parent’s Board of Directors (including committee meetings) and stockholders and to all information provided to Directors and stockholders. Such observer shall receive the same compensation as other non-employee members of Parent’s Board of Directors and, in any case, receive reimbursement for reasonable out-of-pocket expenses from Parent incurred in connection with attendance at Board of Directors, committee and stockholder meetings.

     (iii) The Board of Directors shall maintain an audit committee, which shall be comprised of directors who are not otherwise employed by Parent. Purchasers shall have the right to designate one (1) member of the audit committee so long as any Note shall remain outstanding.

     (iv) The Board of Directors shall maintain a compensation committee, which shall be comprised of directors who are not otherwise employed by Parent. Purchasers shall have the right to designate one (1) member of the compensation committee so long as any Note shall remain outstanding, or so long as any Purchaser shall hold any Warrant or Common Stock or Preferred Stock of Parent.

     (v) All rights of Purchasers under this Section 7.1(i) shall be exercised by Required Purchasers.

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     (vi) Parent hereby agrees that, notwithstanding the fiduciary duties a director may have as a director of Parent, a director or any observer described in this Section 7.1(i) may share with Agent or any Purchaser and such Purchaser’s legal and financial advisors any confidential information related to the business and operations of the Loan Parties disclosed to him during the exercise of his duties as a director of Parent or his participation as an observer to the Board of Directors of Parent, as the case may be, unless the Board of Directors specifically directs that such confidential information not be so disclosed.

          (j) Future Financings. The Loan Parties shall give to Agent and Purchasers an opportunity to participate in any future financings of the Loan Parties.

          (k) Management Fee. Parent shall pay ACAS the management fee in such amount and at such times as set forth in the Investment Banking Agreement (the “Management Fee”).

          7.2 Negative Covenants. The Loan Parties, jointly and severally, covenant that, so long as all or any part of the principal amount of the Notes or any interest thereon shall remain outstanding and, thereafter, so long as any Purchaser owns any Warrants or Underlying Common Stock:

          (a) Indebtedness. None of the Loan Parties shall create, incur, assume guarantee or be or remain liable for, contingently or otherwise, or suffer to exist any Indebtedness, except:

     (i) Indebtedness under this Agreement;

     (ii) Indebtedness incurred in the ordinary course of business with respect to customer deposits, trade payables and other unsecured current liabilities not the result of borrowing and not evidenced by any note or other evidence of indebtedness;

     (iii) Indebtedness under the Termination and Release Agreement; and

     (iv) Indebtedness listed on the Permitted Indebtedness Schedule attached hereto as Schedule 7.2(a).

          (b) Negative Pledge; Liens. The Loan Parties shall not create, incur, assume or suffer to exist any Lien of any kind on any of their properties or assets of any kind, except the following (collectively, “Permitted Liens”):

     (i) Liens for or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic’s, warehousemen’s, attorneys’ and statutory landlords’ Liens) and deposits, pledges incurred in the ordinary course of business and not in connection with the borrowing of money; provided, however, that in each case, the obligation secured is not overdue, or, if overdue, is being contested in good faith and adequate reserves have been set up by the Loan Parties as the case may

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be; and provided, further, that the lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Purchaser, unreasonably jeopardized thereby;

     (ii) Liens securing the payments of taxes, assessments and governmental charges or levies incurred in the ordinary course of business that either (a) are not delinquent, or (b) are being contested in good faith by appropriate legal or administrative proceedings and as to which adequate reserves have been set aside on their books, and so long as during the period of any such contest, the Loan Parties shall suffer no loss of any privilege of doing business or any other right, power or privilege necessary or material to the operation of the Business;

     (iii) Liens listed on the “Permitted Encumbrances Schedule” attached hereto as Schedule 7.2(b);

     (iv) Liens granted pursuant to the Termination and Release Agreement; and

     (v) Extensions, renewals and replacements of Liens referred to in clauses (i) through (iv) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced.

          (c) Contingent Liabilities. The Loan Parties shall not become liable for any Guaranties, except for the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

          (d) Leases. At no point shall the sum of the aggregate amount of annualized payments on operating leases during any Fiscal Year exceed $250,000.

          (e) Mergers, etc. The Loan Parties shall not merge into or consolidate or combine with any other Person, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all or any part of the property or assets of any Person other than purchases or other acquisitions of inventory, materials, leases, property and equipment in the ordinary course of business. Except as expressly permitted by the Security Documents, the Loan Parties shall not sell, transfer or otherwise dispose of any of its assets, including the collateral under the respective Security Documents.

          (f) Affiliate Transactions. The Loan Parties shall not make any loan or advance to any director, officer or employee of the Loan Parties or any Affiliate, or enter into or be a party to any transaction or arrangement with any Affiliate of the Loan Parties, including, without limitation, the purchase from, sale to or exchange of property with, any merger or consolidation with or into, or the rendering of any service by or for, any Affiliate, except (i) pursuant to the reasonable requirements of the Loan Parties’ business and upon fair and

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reasonable terms no less favorable to the Loan Parties than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate, (ii) payment of the Management Fee or other fees payable pursuant to Section 4.1(i), (iii) payment of directors’ fees to non-officer directors not to exceed $20,000 a year in the aggregate, and (iv) payment of reasonable expenses (including legal, accounting, and professional fees) of ACAS and its affiliates incurred in connection with the Acquisition and the transactions contemplated herein and in connection with ACAS’s management of its investment in the Loan Parties.

          (g) Dividends and Stock Purchases. The Loan Parties shall not directly or indirectly: declare or pay any dividends or make any distribution of any kind on their outstanding capital stock or any other payment of any kind to any of their stockholders or its Affiliates (including any redemption, purchase or acquisition of, whether in cash or in property, securities or a combination thereof, any partnership interests or capital accounts or warrants, options or any of their other securities), or set aside any sum for any such purpose other than for such dividends, distributions or payments paid solely to other Loan Parties; provided, however, that this Section 7.2(g) shall not apply to (i) stock purchases pursuant to Article 10 hereof, (ii) stock purchases pursuant to the Stockholders Agreement or the Option Plan and (iii) payment of the Management Fee, the other fees pursuant to Section 4.1(i).

          (h) Advances, Investments and Loans. The Loan Parties shall not purchase, or hold beneficially any stock, other securities or evidences of Indebtedness of, or make or permit to exist any loan, Guaranty or advance to, or make any investment or acquire any interest whatsoever in, any other Person (including, but not limited to, the formation or acquisition of any Subsidiaries), except:

     (i) Securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than six (6) months from the date of acquisition;

     (ii) United States dollar-denominated time deposits, certificates of deposit and bankers acceptances of any bank or any bank whose short-term debt rating from Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. (“S&P”), is at least A-1 or the equivalent or whose short-term debt rating from Moody’s Investors Service, Inc. (“Moody’s”) is at least P-1 or the equivalent with maturities of not more than six months from the date of acquisition;

     (iii) Commercial paper with a rating of at least A-1 or the equivalent by S&P or at least P-1 or the equivalent by Moody’s maturing within six months after the date of acquisition;

     (iv) Marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

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     (v) Investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (iv) above;

     (vi) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

     (vii) Receivables owing to the Loan Parties created or acquired in the ordinary course of business and payable on customary trade terms of the Loan Parties;

     (viii) Deposits made in the ordinary course of business consistent with past practices to secure the performance of leases or in connection with bidding on government contracts;

     (ix) Advances to employees in the ordinary course of business for business expenses; provided, however, that the aggregate amount of such advances at any time outstanding shall not exceed $20,000;

     (x) Securities issued by other Loan Parties;

     (xi) Investments in forward exchange contracts related to foreign currencies in the ordinary course of business consistent with past practice; and

     (xii) Investments in the cash collateral account described in the Termination and Release Agreement.

          (i) Use of Proceeds. The Loan Parties shall not use any proceeds from the sale of the Notes hereunder, directly or indirectly, for the purposes of purchasing or carrying any “margin securities” within the meaning of Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve Board or for the purpose of arranging for the extension of credit secured, directly or indirectly, in whole or in part by collateral that includes any “margin securities.”

          (j) Stock Issuances. Except as provided herein or upon the exercise of the Warrants, or pursuant to the Option Plan as in effect on the Closing Date, the Loan Parties shall not issue any capital stock or other equity interests or any options or warrants to purchase, or securities convertible into capital or equity interests or establish any stock appreciation rights or similar programs based on the value of the Loan Parties’ equity interests.

          (k) Amendment of Charter Documents. The Loan Parties shall not amend, terminate, modify or waive or agree to the amendment, modification or waiver of any material term or provision of their respective Charter Documents, or Bylaws.

          (l) Subsidiaries. None of the Loan Parties shall establish or acquire any Subsidiary.

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          (m) Business. None of the Loan Parties shall engage, directly or indirectly, in any business other than the Business.

          (n) Fiscal Year; Accounting. None of the Loan Parties shall change its Fiscal Year from ending on April 30 or method of accounting (other than immaterial changes in methods), except as required by GAAP.

          (o) Establishment of New or Changed Business Locations. None of the Loan Parties shall relocate its principal executive offices or other facilities or establish new business locations or store any inventory or other assets at a location not identified to Agent on or before the date hereof, without providing not less than thirty (30) days advance written notice to Agent.

          (p) Changed or Additional Business Names. None of the Loan Parties shall change its corporate name establish new or additional trade names or change its state of organization without providing not less than thirty (30) days advance written notice to Agent.

          7.3 Financial Covenants.

          (a) The Loan Parties, jointly and severally, covenant that, so long as all or any part of the principal amount of the Notes or any interest thereon shall remain outstanding, they shall maintain, on a consolidated basis at the end of each three month period (each such date being a “Measurement Date”) beginning July 31, 2004:

     (i) Minimum Fixed Charge Coverage Ratio. A minimum Fixed Charge Coverage Ratio of 1 to 1 (1:1); provided that for the 2005 Fiscal Year, the Measurement Period shall mean the period beginning on May 24, 2004 and ending on the Measurement Date;

     (ii) Maximum Debt to EBITDA Ratio. A maximum Debt to EBITDA Ratio as set forth on Annex D hereto;

     (iii) Minimum Interest Coverage Ratio. A minimum Interest Coverage Ratio as set forth on Annex E hereto; provided that for the 2005 Fiscal Year, the Measurement Period shall mean the period beginning on May 24, 2004 and ending on the Measurement Date;

     (iv) Minimum EBITDA. A minimum EBITDA as set forth on Annex F hereto; provided that for the 2005 Fiscal Year, the Measurement Period shall mean the period beginning on May 24, 2004 and ending on the Measurement Date.

          (b) So long as all or any part of the principal amount of the Notes or any interest thereon shall remain outstanding, the Loan Parties shall not make or commit to make any payments in any Fiscal Year on account of Capital Expenditures that in the aggregate would cost more than:

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Fiscal Year	Amount
2004 and Thereafter (provided covenant will be tested on each Measurement Date)	$	800,000

ARTICLE 8
EVENTS OF DEFAULT

          8.1 Events of Default. An Event of Default shall mean the occurrence of one or more of the following described events:

          (a) any Loan Party shall default in the payment of (i) interest on any Note within five (5) days after its due date or (ii) principal of any Notes when due, whether at maturity, upon notice of prepayment in accordance with Sections 3.5 or 3.6, upon any scheduled payment date, a mandatory prepayment date in accordance with Section 3.7 or by acceleration or otherwise;

          (b) any Loan Party shall default under any agreement under which any Indebtedness in an aggregate principal amount of $200,000 or more is created in a manner entitling the holder of such Indebtedness to accelerate the maturity of such Indebtedness;

          (c) any representation or warranty herein made by any Loan Party, or any certificate or financial statement furnished pursuant to the provisions hereof, shall prove to have been false or misleading in any material respect as of the time made or furnished or deemed made or furnished;

          (d) any Loan Party shall default in the performance of any covenant, condition or provision of Section 7.1(h), 7.2 or 7.3;

          (e) a default or event of default shall occur under any other Purchase Document, beyond any applicable notice or cure periods;

          (f) any Loan Party shall default in the performance of any other covenant, condition or provision of this Agreement, any Note or any other Purchase Document, and such default shall not be remedied to Agent’s or Required Purchasers’ satisfaction for a period of thirty (30) days of the earlier of (i) written notice from an Agent of such default or (ii) actual knowledge by any Loan Party of such default;

          (g) a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of any Loan Party in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of any Loan Party or for any substantial part of its property, or for the winding-up or liquidation of their affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) days;

          (h) any Loan Party shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry

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of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of any Loan Party or for any substantial part of their property, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay their debts as they become due, or shall take any action in furtherance of any of the foregoing;

          (i) both the following events shall occur: (i) a Reportable Event, the occurrence of which would have a Material Adverse Effect that could cause the imposition of a Lien under Section 4068 of ERISA, shall have occurred with respect to any Plan or Plans; and (ii) the aggregate amount of the then “current liability” (as defined in Section 412(l)(7) of the Internal Revenue Code of 1986, as amended) of all accrued benefits under such Plan or Plans exceeds the then current value of the assets allocable to such benefits by more than $100,000 at such time;

          (j) a final judgment that with other undischarged final judgments against any Loan Party, exceeds an aggregate of $100,000 (excluding judgments to the extent the applicable Loan Party is fully insured or the deductible or retention limit does not exceed $100,000 and with respect to which the insurer has assumed responsibility in writing), shall have been entered against any Loan Party if, within thirty (30) days after the entry thereof, such judgment shall not have been discharged or execution thereof stayed pending appeal, or if, within thirty (30) days after the expiration of any such stay, such judgment shall not have been discharged;

          (k) any Transaction Document or Security Document shall at any time after the Closing Date cease for any reason to be in full force and effect or shall cease to create perfected security interests in favor of Agent in the collateral subject or purported to be subject thereto, subject to no other Liens other than Permitted Liens, or such collateral shall have been transferred to any Person without the prior written consent of the holders of a majority in principal amount of the outstanding Notes; or

          (l) a Change of Control shall have occurred.

          8.2 Consequences of Event of Default.

          (a) Bankruptcy. If an Event of Default specified in paragraphs (g) or (h) of Section 8.1 hereof shall occur, the unpaid balance of the Notes and interest accrued thereon and all other liabilities of the Loan Parties to the holders thereof hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or (except as expressly required hereby) notice of any kind, all of which are hereby expressly waived.

          (b) Other Defaults. If any other Event of Default shall occur, Required Purchasers may at their option, by written notice to the Loan Parties, declare the entire unpaid balance of the Notes, and interest accrued thereon and all other liabilities of the Loan Parties hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become immediately due and payable, without presentment, demand, protest or (except as expressly required hereby) notice of any kind, all of which are hereby expressly waived; provided, that in the case of a default specified in clause (ii) of paragraph (a) of Section 8.1 hereof shall occur, any

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holder of a Note as to which such Event of Default has occurred may declare the entire unpaid balance of such Note (but only such Note) and other amounts due hereunder and thereunder with regard to such Note to become immediately due and payable.

          (c) Penalty Interest. Following the occurrence and during the continuance of any Event of Default and during the five (5) day grace period set forth in Section 8.1 (a), the holders of the Notes shall be entitled to receive, to the extent permitted by applicable law, interest on the outstanding principal of, and premium and overdue interest, if any, on, the Notes at a rate per annum equal to the interest rate thereon (determined as provided in Section 3.1) plus two hundred and fifty (250) basis points.

          (d) Premium. In the event of any acceleration of Notes pursuant to Section 8.2(b) hereof, the Loan Parties shall also pay to Agent, for the ratable benefit of Purchasers, the prepayment premium that would otherwise be payable upon any voluntary prepayment of such Notes.

          (e) Security. Payments of principal of, and premium, if any, and interest on, the Notes and all other obligations of the Loan Parties under this Agreement or the Notes are secured pursuant to the terms of the Security Documents.

ARTICLE 9
THE AGENT

          9.1 Authorization and Action. Each Purchaser and each subsequent holder of any Note by its acceptance thereof, hereby designates and appoints ACFS as Agent hereunder and authorizes ACFS to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Purchase Documents, together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or otherwise exist for Agent. In performing its functions and duties hereunder, Agent shall act solely as agent for Purchasers and does not assume, nor shall be deemed to have assumed, any obligation or relationship of trust or agency with or for the Loan Parties or any of their respective successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement or applicable Laws. The appointment and authority of Agent hereunder shall terminate at the indefeasible payment in full of the Notes and related obligations.

          9.2 Delegation of Duties. Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

          9.3 Exculpatory Provisions. Neither Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct or, in the case of Agent, the breach of its obligations

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expressly set forth in this Agreement, unless such action was taken or omitted to be taken by Agent at the direction of the Required Purchasers), or (ii) responsible in any manner to any Purchaser for any recitals, statements, representations or warranties made by the Loan Parties contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of any of the Loan Parties to perform their respective obligations hereunder, or for the satisfaction of any condition specified in Article 4. Agent shall not be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of any of the Loan Parties.

          9.4 Reliance. Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Loan Parties), independent accountants and other experts selected by Agent. Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of the Required Purchasers or all of Purchasers, as applicable, as it deems appropriate or it shall first be indemnified to its satisfaction by Purchasers; provided, that, unless and until Agent shall have received such advice, Agent may take or refrain from taking any action, as Agent shall deem advisable and in the best interests of Purchasers. Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Required Purchasers or all of Purchasers, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers.

          9.5 Non-Reliance on Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by Agent or hereafter taken, including, without limitation, any review of the affairs of the Loan Parties, shall be deemed to constitute any representation or warranty by Agent. Each Purchaser represents and warrants to Agent that it has and will, independently and without reliance upon Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Loan Parties and made its own decision to enter into this Agreement.

          9.6 Agent in its Individual Capacity. Agent, and each of its Affiliates may make loans to, purchase securities from, provide services to, accept deposits from and generally engage in any kind of business with the Loan Parties or any Affiliate of the Loan Parties as though Agent were not Agent hereunder.

          9.7 Successor Agent. Agent may, upon forty-five (45) days’ notice to the Loan Parties and Purchaser, and Agent will, upon the direction of the Required Purchasers (other than Agent, in its individual capacity), resign as Agent. If Agent shall resign, then the Required

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Purchasers during such fifteen-day period shall appoint a successor Agent and if the Required Purchasers direct Agent to resign, such direction shall include an appointment of a successor Agent. If for any reason no successor Agent is appointed by the Required Purchasers during such fifteen-day period, then effective upon the expiration of such fifteen-day period, Purchasers shall perform all of the duties of Agent hereunder and the Loan Parties shall make all payments in respect of the Notes directly to the applicable Purchaser and for all purposes shall deal directly with Purchasers. After any retiring Agent’s resignation hereunder as Agent, the provisions of Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

          9.8 Collections and Disbursements.

          (a) Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Purchase Documents with regard to the Notes, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which shall be no later than two (2) Business Days after request by the Required Purchasers.

          (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Purchase Documents, each Purchaser will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned.

          (c) All payments by Agent and Purchasers to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser in the Notes, in a manner customary to Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser at reasonable times during normal business hours, at such Purchaser’s sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser shall receive any payment in reduction of the Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchasers evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Loan Parties to each Purchaser shall be in an amount equal to the pro rata amount owed by the Loan Parties before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amount.

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          9.9 Reporting. During the term of this Agreement, Agent will promptly furnish each Purchaser with copies of all notices and financial statements of the Loan Parties required to be delivered or obtained hereunder and such other financial statements and reports and other information in Agent’s possession as any Purchaser may reasonably request. Agent will immediately notify Purchasers when it receives actual knowledge of any Event of Default under the Purchase Documents.

          9.10 Consent of Purchasers.

          (a) Except as expressly provided herein, Agent shall have the sole and exclusive right to service, administer and monitor the Notes and the Purchase Documents related thereto, including, without limitation, the right to exercise all rights, remedies, privileges and options under this Agreement and under the other Purchase Documents. Notwithstanding the foregoing, each Purchaser shall make its own investment decision with regard to the Notes, including, without limitation, the credit judgment with respect to the purchasing of the Notes and the determination as to the basis on which and extent to which purchases of Notes may be made.

          (b) Notwithstanding anything to the contrary contained in Section 9.10(a) above, Agent shall not without the prior written consent of all Purchasers then holding Notes: (i) extend any payment date under the Notes, (ii) reduce any interest rate applicable to any of the Notes or any fee payable to Purchasers hereunder, (iii) waive any Event of Default under Section 8.1(a), (iv) compromise or settle all or a portion of the Indebtedness under the Notes, (v) release any obligor from the Indebtedness under the Notes except in connection with full payment and satisfaction of all Indebtedness under the Notes, (vi) amend the definition of Required Purchasers, or (vii) amend this Section 9.10(b).

          (c) Notwithstanding anything to the contrary contained in Section 9.10(a) above, and subject to any applicable limitation set forth in Section 9.10(b) above, Agent shall not, without the prior written consent of Required Purchasers: (i) waive any Event of Default; (ii) consent to any Loan Parties’ taking any action that, if taken, would constitute an Event of Default under this Agreement or under any of the other Purchase Documents; or (iii) amend or modify or agree to an amendment or modification of this Agreement or other Purchase Documents.

          (d) After an acceleration of the Indebtedness, Agent shall have the sole and exclusive right, after consultation (to the extent reasonably practicable under the circumstances) with all Purchasers and, upon written instruction from the Required Purchasers, to exercise or refrain from exercising any and all rights, remedies, privileges and options under this Agreement or the other Purchase Documents and available at law or in equity to protect the rights of Agent and Purchasers and collect the Indebtedness under the Notes, including, without limitation, instituting and pursuing all legal actions brought against any Loan Party or to collect the Indebtedness under the Notes, or defending any and all actions brought by any Loan Party or other Person; or incurring expenses or otherwise making expenditures to protect the collateral, the Notes or Agent’s or any Purchaser’s rights or remedies.

          9.11 This Article Not Applicable to Loan Parties. Except for this Section 9.11, this Article 9 is included in this Agreement solely for the purpose of determining certain rights as

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between Agent and Purchasers and does not create, nor shall it give rise to, any rights in or obligations on the part of the Loan Parties and all rights and obligations of the Loan Parties (other than as specifically set forth herein) under this Agreement shall be determined by reference to the provisions of this Agreement other than this Article 9.

ARTICLE 10
PUT OPTION AND UNLOCKING RIGHTS

          10.1 Grant of Option. Parent hereby grants to each holder of Subject Securities (a “Holder”) an option to sell to Parent, and Parent is obligated to purchase from each Holder under such option (the “Put Option”), all (or such portion as is designated by any such Holder pursuant to Section 10.3 below) of the Subject Securities then owned by such Holder. The Put Option will be effective at any time and from time to time after the earliest to occur of (i) the fifth anniversary of the Closing Date, (ii) the date of the payment in full of the outstanding principal, interest and fees in respect of the Notes, (iii) a Change of Control.

          10.2 Put Price. In the event that any Holder exercises the Put Option, the price (the “Put Price”) to be paid to each such Holder pursuant to this Agreement will be the sum of the amount determined by multiplying the number of shares of Subject Securities (or, in the case of any Warrant, the number of shares of Underlying Common Stock into which such Warrant is convertible) for which the Put Option is being exercised (collectively, the “Put Shares”) by the Fair Market Value therefor.

          10.3 Exercise of Put Option. If any Holder elects to exercise its Put Option, such Holder shall give notice to Parent and each other Holder of such Holder’s election to exercise the Put Option, specifying, among other things, the date on which the Put Option Closing (as hereinafter defined) shall occur, which date shall not be less than twenty-one (21) days after the date of such notice. If a Holder receives such notice of another Holder’s exercise of such other Holder’s Put Option, the Holder receiving such notice may elect to exercise its Put Option and designate a Put Option Closing simultaneous with that of such other Holder by sending a notice in accordance with Section 10.1. Parent will provide each Holder desiring to exercise its Put Option with the name and address of each other Holder. Notwithstanding the foregoing, the right of each Holder to exercise its Put Option shall be an individual and separate right, and the exercise of any Put Option by any Holder shall not be conditioned upon the exercise by any other Holder of its Put Option.

          10.4 Certain Remedies. In the event that Parent defaults on its obligation to purchase all or any portion of the Put Shares upon exercise of the Put Option by any Holder, the Holder may elect, in addition to any other rights or remedies of such Holder, either to (i) rescind its exercise of the Put Option, in which case the Put Option will continue in full force and effect, or (ii) receive a promissory note in the form attached hereto as Exhibit A-3, duly executed by the Loan Parties, payable to the Holder in the principal amount of the Put Price, which promissory note shall constitute a “Junior Subordinated Note” for all purposes hereunder and under the Transaction Documents; provided, however, that such Note shall bear interest payable in cash on the outstanding principal thereof at a rate per annum equal to the Prime Rate, as such may adjust from time to time, plus three hundred (300) basis points per annum; provided, further, that the Loan Parties shall repay the unpaid principal balance of such Note in full, together with all

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accrued and unpaid interest, fees and other amounts due thereunder, in sixty (60) consecutive equal monthly payments commencing on the first Business Day of the first full month following the execution of such Note and there shall be no premium charged for prepaying such Note.

          10.5 Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has notified Parent of such Holder’s intention to exercise the Put Option (a “Put Option Closing”) shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holder of the Put Share will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, Parent will deliver to the Holder the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by such Holder or, at the option of Holder in its sole discretion, a promissory note in the form of Exhibit A.2, duly executed by the Loan Parties, payable to the Holder in the principal amount of the Put Price which promissory note shall constitute a “Senior Subordinated Note” for all purposes hereunder and under the Transaction Documents. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put Shares and the remaining amounts due shall be paid delivery of a Junior Subordinated Note in accordance with Section 10.4.

          10.6 Unlocking Rights. In the event that at any time after the date two (2) years from the Closing Date, Parent shall receive a bona fide third-party offer not solicited by any Purchaser or Agent (unless such solicitation occurred at the request of Parent) to purchase all or substantially all of the Common Stock or assets of Parent or to merge with the Parent or for Parent or any other Loan Party or Parties to engage in any similar transaction in a manner with no conditions that are unlikely to be satisfied prior to the proposed closing thereof that would cause the Parent’s stockholders to receive cash or publicly-traded securities in exchange for their Common Stock (an “Unlocking Offer”) and Agent and Required Purchasers shall have notified Parent that they support the Unlocking Offer, either (i) Parent shall accept such Unlocking Offer within ten (10) Business Days of receipt of notice of such Unlocking Offer or (ii) if Parent does not accept such Unlocking Offer, each Purchaser shall have the right to put all, but not less than all, of its Subject Securities to Parent in accordance with Section 10.1 at any time prior to the date that is thirty (30) days after the date Parent receives such Unlocking Offer, except that the Fair Market Value per share shall be deemed to be equal to the amount of such Unlocking Offer. Parent shall provide the Agent with prompt notice of its receipt of any Unlocking Offer and the material terms thereof.

ARTICLE 11
PURCHASE RIGHTS

          11.1 Limited Preemptive Rights. If after the date of this Agreement, Parent authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with the exercise of the Warrants, the issuance or exercise of Options issued pursuant to the Option Plan, an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of Change of Control) at any time that any Purchaser holds any

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Common Stock of Parent or Warrants, Parent will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock of Parent and Underlying Common Stock (without duplication) then held by such Purchaser by (ii) the number of shares of Common Stock of Parent outstanding (on a Fully Diluted Basis). For purposes of clause (ii) above, a share of Common Stock of Parent acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of Parent shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current Market Price of a share of Common Stock of Parent. Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. Each Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from Parent describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and each Purchaser’s percentage allotment. Upon the expiration of such period of thirty (30) days, Parent will be free to sell such stock or securities that Purchasers have not elected to purchase during the one hundred twenty (120) days following such expiration on terms and conditions no more favorable to purchasers thereof than those offered to Purchasers. Any stock or securities offered or sold by Parent after such one hundred twenty (120) day period must be reoffered to each Purchaser pursuant to the terms of this Section 11.1. Any stock or securities purchased by a Purchaser from Parent pursuant to this Section 11.1 shall, upon such purchase and thereafter be deemed to be Securities and Registrable Securities for all purposes of this Agreement.

          11.2 Termination. The provisions of Section 11.1 shall terminate upon the consummation of an underwritten public offering of Parent’s Common Stock registered under the Securities Act with an investment banking firm of national reputation as managing underwriter.

ARTICLE 12
REGISTRATION RIGHTS

          12.1 Piggyback Registrations.

          (a) Whenever Parent proposes to register any of its securities under the Securities Act and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), Parent will give prompt written notice (in any event within three Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities with respect of the proposed offering at least thirty (30) days before the initial filing with the SEC of such registration statement, and offer to include in such filing such Registrable Securities as any such holder may request. Each such holder of Registrable Securities desiring to have Registrable Securities registered under this Section 12.1 shall advise Parent in writing within fifteen (15) days after the date of receipt of such notice from Parent, setting forth the amount of such Registrable Securities for which registration is requested. Parent shall thereupon include in such filing the number of Registrable Securities for which registration is so requested, and shall use its best efforts to effect registration under the Securities Act of such Registrable Securities.

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          (b) The registration expenses of the holders of Registrable Securities will be paid by Parent in all Piggyback Registrations to the extent provided in Section 12.6.

          (c) If a Piggyback Registration is an underwritten primary registration on behalf of holders of Parent’s securities, and the managing underwriters advise Parent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to Parent, Parent will include in such registration: (i) first, the securities Parent proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of the securities requested to be included in such registration, provided that no holders of such securities will have priority for inclusion in such registration over the holders of the Registrable Securities.

          (d) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Parent’s securities, and the managing underwriters advise Parent in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, Parent will include in such registration the Registrable Securities requested to be included in such registration, pro rata among the holders of other securities requested to be included in such registration, provided that no holders of such securities will have priority for inclusion in such registration over the holders of the Registrable Securities.

          (e) If any Piggyback Registration is an underwritten offering, the selection of investment banker(s) and manager(s) for the offering must be approved by the holders of a majority of the Registrable Securities who request to be included in such Piggyback Registration. Such approval will not be unreasonably withheld.

          (f) If Parent has previously filed a registration statement with respect to Registrable Securities pursuant to this Section 12.1, and if such previous registration has not been withdrawn or abandoned, Parent will not file a registration statement or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 180 days has elapsed from the effective date of such previous registration.

          12.2 Demand Registration Rights.

          (a) If, at any time after Parent has filed any registration statement under the Securities Act or the Securities Exchange Act, except with respect to registration statements filed on Form S-8 or any successor form, Parent receives a written request by the holders of a majority of the Registrable Securities to effect the registration under the Securities Act of such shares of Common Stock of Parent, Parent shall follow the procedures described in this Section 12.2. Within five (5) days of its receipt of such request, Parent shall give written notice of such proposed registration (a “Demand Registration”) to all holders of Registrable Securities, and thereupon, Parent shall, as expeditiously as possible, use its best reasonable efforts to effect the

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registration on a form of general use under the Securities Act of the shares it has been requested to register in such initial request and in any response to such notice given to Parent within twenty (20) days after Parent’s giving of such notice; provided, however, that Parent shall not be required to effect a Demand Registration if more than two Demand Registrations have been undertaken.

          (b) Parent may not be required to effect a registration pursuant to this Section 12.2 during the first 180 days after the effective date of any registration statement filed by Parent under Section 12.1 if the holders of Registrable Securities requesting registration have been afforded the opportunity to register in such registration all or a majority of their Registrable Securities.

          (c) Parent may include in any registration under this Section 12.2 any other shares of Common Stock of Parent (including issued and outstanding shares of stock as to which the holders thereof have contracted with Parent for “piggyback” registration rights) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter of the shares of the stockholder or stockholders first demanding registration (if the offering is underwritten), interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the stock sought to be registered by such demanding stockholder or stockholders pursuant to this Section 12.2.

          12.3 S-3 Demand Registration Rights. In addition to the registration rights provided in Sections 12.1 and 12.2 above, if at any time Parent is eligible to use SEC Form S-3 (or any successor form) for registration of secondary sales of Registrable Securities, any holder of Registrable Securities may request in writing that Parent register shares of Registrable Securities on such form. Upon receipt of such request, Parent will promptly notify all holders of Registrable Securities in writing of the receipt of such request and each such Holder may elect (by written notice sent to Parent within thirty (30) days of receipt of Parent’s notice) to have its Registrable Securities included in such registration pursuant to this Section 12.3. Thereupon, Parent will, as soon as practicable, use its best efforts to effect the registration on Form S-3 of all Registrable Securities that Parent has so been requested to register by such holder for sale. Parent will use its best efforts to qualify and maintain its qualification for eligibility to use Form S-3 for such purposes. Parent shall not be required to effect more than three registrations pursuant to this Section 12.3.

          12.4 Holdback Agreements.

          (a) Each holder of Registrable Securities agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of Parent, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the ninety (90)-day period (or such longer period, not to exceed ninety (90) additional days, as the managing underwriter shall require) beginning on the effective date of any underwritten Piggyback Registration in which Registrable Securities are included or Demand Registration (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree.

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          (b) Parent agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period beginning on the effective date of or any underwritten Piggyback Registration or Demand Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) to cause each holder of at least 10% (on a fully-diluted basis) of its Common Stock of Parent, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased from Parent at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

          12.5 Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, Parent will use reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof (including the registration of Warrants held by a holder of Registrable Securities requesting registration as to which Parent has received reasonable assurances that only Registrable Securities will be distributed to the public), and pursuant thereto Parent will as expeditiously as possible:

          (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use reasonable efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, Parent will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);

          (b) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

          (c) use reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Securities reasonably requests and do any and all other acts and things that may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that Parent will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdictions, (iii) consent to general service of process in each such jurisdiction or (iv) undertake such actions in any jurisdiction other than the states of the United States of America and the District of Columbia);

          (d) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening

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of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, Parent will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

          (e) use its best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by Parent are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statements as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;

          (f) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

          (g) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);

          (h) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of Parent, and cause Parent’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

          (i) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of Parent’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

          (j) permit any holder of Registrable Securities, which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of Parent, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to Parent in writing, which in the reasonable judgment of such holder and its counsel should be included; and

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          (k) In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock of Parent included in such registration statement for sale in any jurisdiction, Parent will use its reasonable best efforts promptly to obtain the withdrawal of such order. If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of Parent and if in its sole and exclusive judgment such holder is or might be deemed to be a controlling person of Parent, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to Parent in writing, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of Parent’s securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of Parent, (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder; provided that with respect to this clause (ii) such holder shall furnish to Parent an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to Parent.

          12.6 Registration Expenses. All expenses incident to Parent’s performance of or compliance with this Article 12, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for Parent and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by Parent (all such expenses, excluding underwriting discounts and commissions, being herein called “Registration Expenses”), will be borne by Parent. Parent will bear the cost of one set of counsel for the Holders of Registrable Securities participating in any Piggyback Registration or Demand Registration. All underwriting discounts and commissions will be borne by the seller of the securities sold pursuant to the registration.

          12.7 Indemnification.

          (a) Parent agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its officers and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Parent by such holder expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after Parent has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, Parent will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

          (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to Parent in writing such

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information and affidavits as Parent reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify Parent, its directors and officers and each Person who controls Parent (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder; provided, however, that the obligations of each holder of Registrable Securities shall be limited to an amount equal to the net proceeds to such holder of Registrable Securities sold as contemplated herein.

          (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

          (d) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities. Parent also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event Parent’s indemnification is unavailable for any reason.

          12.8 Participation in Underwritten Registrations. No Person may participate in any registration hereunder that is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to Parent or the underwriters other than representations and warranties regarding such holder and such holder’s intended method of distribution.

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ARTICLE 13
SUBORDINATION OF NOTES

          13.1 General. The Subordinated Notes are subordinate and junior in right of payment to the Senior Term Loans and the Revolving Loans and the Junior Subordinated Notes are subordinate and junior in right of payment to the Senior Subordinated Notes to the extent provided in this Article 13.

          13.2 Default in Respect of Senior Term Loan or Revolving Loan.

          (a) Senior Note Payment Default. In the event of an Event of Default pursuant to Section 8.1(a) with respect to any Senior Term Note or Revolving Loan (a “Senior Note Payment Default”) then, unless and until such Senior Note Payment Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Notes, or as a sinking fund for any Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Notes, during any period:

     (i) commencing on the date notice of such Senior Note Payment Default shall have been given to Purchaser holding Subordinated Notes by the Agent and ending on the date on which such Senior Note Payment Default shall have been cured or waived or shall have ceased to exist; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Note Payment Default, or in which the maturity of such Senior Term Notes or Revolving Loans shall have been accelerated in respect of such Senior Note Payment Default and such acceleration shall not have been annulled.

          (b) Senior Note Covenant Default. In the event of an Event of Default with respect to any Senior Term Note or Revolving Loan other than pursuant to Section 8.1(a) (a “Senior Note Covenant Default”), then, unless and until such Senior Note Covenant Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Notes, or as a sinking fund for any Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Notes, during any period:

     (i) of one hundred eighty (180) days after written notice (a “Senior Note Blocking Notice”) of such Senior Note Covenant Default shall have been given to the Loan Parties and to Purchaser holding Subordinated Notes by the Agent, provided that only one (1) such Senior Note Blocking Notice shall be

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given pursuant to the terms of this Section 13.2(b)(i) in any three hundred sixty (360) day period; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Note Covenant Default, or in which an effective notice of acceleration of the maturity of such Senior Term Notes or Revolving Loans shall have been transmitted to the Loan Parties and each of the holders of the Subordinated Notes in respect of such Senior Note Covenant Default and such acceleration shall not have been annulled, or in which notice of the failure to pay such Senior Term Notes or Revolving Loans upon their final maturity shall have been transmitted to the Loan Parties and each of the holders of the Subordinated Notes and such failure shall be continuing;

provided that (A) no Senior Note Covenant Default that served as the basis for, or existed at the time of, a previous Senior Note Blocking Notice, shall provide the basis for a subsequent Senior Note Blocking Notice unless such Senior Note Covenant Default has been cured or waived for a period of at least one hundred eighty (180) consecutive days, and (B) notwithstanding the foregoing, no more than four (4) payment blockages may be imposed under any of the provisions of this Section 13.2(b) while the Junior Subordinated Notes shall remain outstanding.

          (c) Notice by Agent. Agent shall give written notice to each holder of Subordinated Notes of any Senior Note Covenant Default or Senior Note Payment Default (and any acceleration of the maturity of any Indebtedness as a result thereof) and the receipt of any notice under Section 13.2(a) or (b) immediately upon the occurrence or receipt thereof, as the case may be.

          13.3 Default in Respect of Senior Subordinated Notes.

          (a) Senior Subordinated Notes Payment Default. In the event of an Event of Default pursuant to Section 8.1(a) with respect to any Senior Subordinated Note (a “Senior Subordinated Notes Payment Default”) then, unless and until such Senior Subordinated Notes Payment Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Junior Subordinated Notes) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Junior Subordinated Notes, or as a sinking fund for any Junior Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Junior Subordinated Notes, during any period:

     (i) commencing on the date notice of such Senior Subordinated Notes Payment Default shall have been given to Purchaser holding Junior Subordinated Notes by the Agent and ending on the date on which such Senior Subordinated Notes Payment Default shall have been cured or waived or shall have ceased to exist; or

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     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Subordinated Notes Payment Default, or in which the maturity of such Senior Subordinated Notes shall have been accelerated in respect of such Senior Subordinated Notes Payment Default and such acceleration shall not have been annulled.

          (b) Senior Subordinated Notes Covenant Default. In the event of an Event of Default with respect to any Senior Subordinated Note other than pursuant to Section 8.1(a) (a “Senior Subordinated Notes Covenant Default”), then, unless and until such Senior Subordinated Notes Covenant Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made be delivery of Junior Subordinated Notes) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Junior Subordinated Notes, or as a sinking fund for any Junior Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Junior Subordinated Notes, during any period:

     (i) of one hundred eighty (180) days after written notice (a “Senior Subordinated Notes Blocking Notice”) of such Senior Subordinated Notes Covenant Default shall have been given to the Loan Parties and to Purchaser holding Junior Subordinated Notes by the Agent, provided that only one (1) such Senior Subordinated Notes Blocking Notice shall be given pursuant to the terms of this Section 13.3(b)(i) in any three hundred sixty (360) day period; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Subordinated Notes Covenant Default, or in which an effective notice of acceleration of the maturity of such Senior Subordinated Notes shall have been transmitted to the Loan Parties and each of the holders of the Junior Subordinated Notes in respect of such Senior Subordinated Notes Covenant Default and such acceleration shall not have been annulled, or in which notice of the failure to pay such Senior Subordinated Notes upon its final maturity shall have been transmitted to the Loan Parties and each of the holders of the Junior Subordinated Notes and such failure shall be continuing;

provided that (A) no Senior Subordinated Notes Covenant Default that served as the basis for, or existed at the time of, a previous Senior Subordinated Notes Blocking Notice, shall provide the basis for a subsequent Senior Subordinated Notes Blocking Notice unless such Senior Subordinated Notes Covenant Default has been cured or waived for a period of at least one hundred eighty (180) consecutive days, and (B) notwithstanding the foregoing, no more than four (4) payment blockages may be imposed under any of the provisions of this Section 13.3(b) while the Junior Subordinated Notes shall remain outstanding.

          (c) Notice by Agent. Agent shall give written notice to each holder of Junior Subordinated Notes of any Senior Subordinated Notes Covenant Default or Senior Subordinated Notes Payment Default (and any acceleration of the maturity of any Indebtedness as a result

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thereof) and the receipt of any notice under Section 13.3(a) or (b) immediately upon the occurrence or receipt thereof, as the case may be.

          13.4 Insolvency, etc. In the event of:

          (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any Loan Party, its creditors or its Properties and Facilities;

          (b) any proceeding for the liquidation, dissolution or other winding-up of any Loan Party, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;

          (c) any assignment by any Loan Party for the benefit of creditors; or

          (d) any other marshalling of the assets of any Loan Party;

     (i) then, solely from the proceeds of all Accounts (as defined in the Security Agreement) and all Inventory (as defined in the Security Agreement),

               first, all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Agent in connection with enforcing the rights of the Purchasers under the Purchase Documents, shall be paid;

               second, all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Purchasers in connection with enforcing the rights of the Purchasers under the Purchase Documents, shall be paid;

               third, all Revolving Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of any Loan Party or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Notes, to the payment of all of the Revolving Notes and the Senior Term Notes at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Senior Term Notes or Subordinated Notes;

               fourth, all Senior Term A Notes shall be paid in full in cash in order of scheduled maturity pursuant to Annex C before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property, shall be made to any holder of any Senior Term B Notes, Senior Term C Notes or Subordinated Notes;

               fifth, all Senior Term B Notes shall be paid in full in cash in order of scheduled maturity pursuant to Annex C before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property, shall be made to any holder of any Senior Term C Notes or Senior Subordinated Notes;

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               sixth, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property, shall be made to any holder of Subordinated Notes;

               seventh, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of any Loan Party or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes;

               and eighth, all Junior Subordinated Notes shall be paid in full in cash; and

          (ii) then, from the proceeds of all Collateral (as defined in the Security Agreement) other than the Collateral described in clause (i) above,

               first, to the extent not paid pursuant to clause “first” of Section 13.4(d)(i) above, all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of the Agent in connection with enforcing the rights of Purchasers under the Purchase Documents, shall be paid;

               second, to the extent not paid pursuant to clause “second” of Section 13.4(d)(i) above, all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees) of Purchasers in connection with enforcing the rights of Purchasers under the Purchase Documents, shall be paid;

               third, all Senior Term A Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term B Notes, Senior Term C Notes, Revolving Notes or Subordinated Notes;

               fourth, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes, Revolving Notes or Subordinated Notes;

               fifth, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Revolving Notes or Subordinated Notes;

               sixth, to the extent not paid in full in cash pursuant to clause “first” of Section 13.4(i) above, all Revolving Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes;

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               seventh, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Junior Notes) or other property shall be made to any holder of any Junior Subordinated Notes;

               and eighth, all Junior Subordinated Notes shall be paid in full in cash.

Solely with respect to the proceeds of all Accounts and all Inventory (each as defined in the Security Agreement), any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that would otherwise (but for Section 13.4(d)(i)) be payable or deliverable in respect of the Senior Term Notes or the Subordinated Notes, shall be paid or delivered directly first to the holders of the Revolving Notes in accordance with the priorities then existing among such holders until all Revolving Notes shall have been paid in full in cash, second to the holders of the Senior Term A Notes in order of maturity pursuant to Annex C until all Senior Term A Notes shall have been paid in full in cash, third to the holders of the Senior Term B Notes in order of maturity pursuant to Annex C until all Senior Term B Notes shall have been paid in full in cash, fourth to the holders of the Senior Term C Notes in order of maturity until all Senior Term C Notes shall have been paid in full in cash, fifth to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cash, and sixth to the holders of Junior Subordinated Notes in accordance with the priorities then existing among such holders until all Junior Subordinated Notes shall have been paid in full in cash.

With respect to the proceeds of all Collateral other than Accounts and Inventory (each as defined in the Security Agreement), any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that would otherwise (but for Section 13.4(d)(ii)) be payable or deliverable in respect of Subordinated Notes shall be paid or delivered directly first to the holders of the Senior Term A Notes in order of maturity pursuant to Annex C until all Senior Term A Notes shall have been paid in full in cash, second to the holders of the Senior Term B Notes in order of maturity pursuant to Annex C until all Senior Term B Notes shall have been paid in full in cash, third to the holders of the Senior Term C Notes in order of maturity until all Senior Term C Notes shall have been paid in full in cash, fourth to the extent not paid in full in cash pursuant to Section 13.4(d)(i) above and the immediately preceding paragraph, to the holders of the Revolving Notes, fifth to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cash, and sixth to the holders of Junior Subordinated Notes in accordance with the priorities then existing among such holders until all Junior Subordinated Notes shall have been paid in full in cash.

          13.5 Limited Suspension of Remedies of Holders of Subordinated Notes. At any time during which payment on the Subordinated Notes shall be prohibited pursuant to the terms of Sections 13.2 or 13.3, no holder of Subordinated Notes (or the Agent in respect thereof) may:

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          (a) declare or join in the declaration of any Subordinated Notes to be due and payable or otherwise accelerate the maturity of the principal of the Subordinated Notes, accrued interest thereon or prepayment premium or other amounts due thereunder, or

          (b) commence any administrative, legal or equitable action against the Loan Parties;

provided, however, that the limitations contained in clauses (a) and (b) above shall terminate with respect to such period on the earlier of (i) the date on which the Agent or any holders of the Senior Loans accelerates the maturity of the Senior Loans pursuant to Section 13.2 or, with respect to the Junior Subordinated Notes, the date on which the holders of the Senior Subordinated Notes accelerate the maturity of the Senior Subordinated Notes pursuant to Section 13.3 and (ii) the date that is the one hundred eightieth (180th) day after the date of delivery of written notice by Agent to the holders of the Subordinated Notes or by Agent to the holders of the Junior Subordinated Notes, as the case may be, of the occurrence and continuance of a Default or Event of Default under this Agreement.

          13.6 Proof of Claim. Each holder of Subordinated Notes irrevocably authorizes and empowers the holders of Senior Loans and each holder of Junior Subordinated Notes irrevocably authorizes and empowers the holders of Senior Subordinated Notes in any proceeding under any federal or state bankruptcy or insolvency law, or any other reorganization, dissolution or liquidation proceedings of the Loan Parties to file a proof of claim on behalf of such holder of Subordinated Notes or Junior Subordinated Notes, as the case may be, with respect to the Subordinated Notes or the Junior Subordinated Notes, as the case may be, and the other amounts owing hereunder and the Notes if (and only if) such holder of Subordinated Notes or Junior Subordinated Notes, as the case may be, fails to file proof of its claims prior to ten (10) days before the expiration of the time period during which such proof of claim must be filed. Neither this Section 13.6, nor any other provisions hereof, shall be construed to give the holders of Senior Loans any right to vote any Subordinated Notes or the holders of Senior Subordinated Notes any right to vote any Junior Subordinated Notes, or any related claim, whether in connection with any resolution, arrangement, plan of reorganization, compromise, settlement, election, or otherwise.

          13.7 Acceleration of Subordinated Notes. In the event that any Subordinated Notes shall be declared due and payable as the result of the occurrence of any one or more Events of Default in respect thereof, under circumstances when the terms of Section 13.2 do not prohibit payment on Subordinated Notes, no payment shall be made in respect of any Subordinated Notes unless and until all Senior Loans shall have been paid in full in cash or such declaration and its consequences shall have been rescinded and all such Defaults and Events of Default shall have been remedied or waived or shall have ceased to exist. In the event that any Junior Subordinated Notes shall be declared due and payable as the result of the occurrence of any one or more Events of Default in respect thereof, under circumstances when the terms of Section 13.3 do not prohibit payment on Junior Subordinated Notes, no payment shall be made in respect of any Junior Subordinated Notes unless and until all Senior Subordinated Notes shall have been paid in full in cash or such declaration and its consequences shall have been rescinded and all such Defaults and Events of Default shall have been remedied or waived or shall have ceased to exist.

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          13.8 Turnover of Payments.

          (a) If:

     (i) any payment or distribution shall be collected or received by any holders of Subordinated Notes in contravention of any of the terms of this Article 13 and prior to the payment in full in cash of the Senior Loans at the time outstanding; and

     (ii) the Agent shall have notified such holders of Subordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article 13;

then such holders of Subordinated Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Loans in full in cash, to the holders of such Senior Loans and, until so delivered, the same shall be held in trust by such holders of Subordinated Notes as the property of the holders of such Senior Loans. If after any amount is delivered pursuant to this Section 13.8(a), whether or not such amounts have been applied to the payment of the Senior Loans, and the outstanding Senior Loans shall thereafter be paid in full in cash by the Loan Parties or otherwise other than pursuant to this Section 13.8(a), the holders of Senior Loans shall return to such holders of Subordinated Notes an amount equal to the amount delivered to such holders of Senior Loans pursuant to this Section 13.8(a). Any optional prepayment made in respect of the Subordinated Notes that violates this Agreement shall also be subject to this Section 13.8(a).

          (b) If:

     (i) any payment or distribution shall be collected or received by any holders of Junior Subordinated Notes in contravention of any of the terms of this Article 13 and prior to the payment in full in cash of the Senior Subordinated Notes at the time outstanding; and

     (ii) the Agent shall have notified such holders of Junior Subordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article 13;

then such holders of Junior Subordinated Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Subordinated Notes in full in cash, to the holders of such Senior Subordinated Notes and, until so delivered, the same shall be held in trust by such holders of Junior Subordinated Notes as the property of the holders of such Senior Subordinated Notes. If after any amount is delivered to the holders of Senior Subordinated Notes pursuant to this Section 13.8(b), whether or not such amounts have been applied to the payment of Senior Subordinated Notes, and the outstanding Senior Subordinated Notes shall thereafter be paid in full in cash by the Loan Parties or otherwise other than pursuant to this Section 13.8(b), the holders of Senior Subordinated Notes shall return to such holders of Junior Subordinated Notes an amount equal to the amount delivered to such holders of Senior Subordinated Notes pursuant

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to this Section 13.8(b). Any optional prepayment made in respect of the Junior Subordinated Notes that violates this Agreement shall also be subject to this Section 13.8(b).

          13.9 Obligations Not Impaired.

          (a) No Impairment of Senior Loans or Senior Subordinated Note. No right of any present or future holder of any Senior Loans and no right of any present or future holder of any Senior Subordinated Notes to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Loan Parties or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the Loan Parties with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

          (b) No Impairment of Subordinated Notes. Nothing contained in this Article 13 shall impair, as between the Loan Parties and any holder of Subordinated Notes, the obligation of the Loan Parties to pay to such holder the principal thereof and prepayment premium, if any, and interest thereon as and when the same shall become due and payable in accordance with the terms of this Agreement, or prevent any holder of any Subordinated Notes from exercising all rights, powers and remedies otherwise permitted by applicable law or under this Agreement all subject to the rights of the holders of the Senior Loans to receive cash, securities or other property otherwise payable or deliverable to the holders of Subordinated Notes.

          13.10 Payment of Debt; Subrogation. Upon the payment in full of all Senior Loans in cash and termination of the Revolving Loan Commitment, the holders of Subordinated Notes shall be subrogated to all rights of any holder of Senior Loans to receive any further payments or distributions applicable thereto until the Subordinated Notes shall have been paid in full, and such payments or distributions received by the holders of Subordinated Notes by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Loans, shall, as between the Loan Parties and its creditors other than the holders of Senior Loans, on the one hand, and the holders of Subordinated Notes, on the other hand, be deemed to be a payment by the Loan Parties on account of Senior Loans and not on account of Subordinated Notes. Upon the payment in full of all Senior Subordinated Notes in cash, the holders of Junior Subordinated Notes shall be subrogated to all rights of any holder of Senior Subordinated Notes to receive any further payments or distributions applicable to the Senior Subordinated Notes until the Junior Subordinated Notes shall have been paid in full, and such payments or distributions received by the holders of Junior Subordinated Notes by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Subordinated Notes, shall, as between the Loan Parties and its creditors other than the holders of Senior Subordinated Notes, on the one hand, and the holders of Junior Subordinated Notes, on the other hand, be deemed to be a payment by the Loan Parties on account of Senior Subordinated Notes and not on account of Junior Subordinated Notes.

          13.11 Reliance of Holders of Senior Loans; Reliance of Holders of Senior Subordinated Notes; Amendments.

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          (a) Reliance of Holders of Senior Loans. Each holder of Subordinated Notes by its acceptance thereof shall be deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of any Senior Loans, whether such financing was created or acquired before or after the creation of Subordinated Notes, to acquire and hold, or to continue to hold, such Senior Loans, and such holder of Senior Loans shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Loans.

          (b) Reliance of Holders of Senior Subordinated Notes. Each holder of Junior Subordinated Notes by its acceptance thereof shall be deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of any Senior Subordinated Notes, whether such Senior Subordinated Note was created or acquired before or after the creation of Junior Subordinated Notes, to acquire and hold, or to continue to hold, such Senior Subordinated Notes, and such holder of Senior Subordinated Notes shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Subordinated Notes.

          (c) Amendments. Notwithstanding anything to the contrary herein, no amendment, waiver or other modification of this Article 13 shall be effective unless such amendment, waiver or other modification shall have been approved in writing by Agent and all of the holders of Senior Loans and Subordinated Notes outstanding at the time of such amendment, waiver or other modification.

ARTICLE 14
MISCELLANEOUS

          14.1 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that (i) the Loan Parties may not assign or transfer their rights hereunder or any interest herein or delegate their duties hereunder and (ii) Purchasers shall have the right to assign their rights hereunder and under the Securities in accordance with Article 6.

          14.2 Modifications and Amendments. The provisions of this Agreement may be modified, waived or amended, but only by a written instrument signed by each of the Loan Parties to be bound thereby, and to the extent such modification, amendment or waiver relates (i) to the Notes, such instrument must be executed by Agent on behalf of Purchasers upon satisfaction of the conditions set forth in Section 9.10, (ii) to the Warrants or the Underlying Common Stock, such instrument must be executed by the holders of a seventy-five percent (75%) of the Warrant Shares and (iii) to the Preferred Stock, such instrument must be executed by the holders of a seventy-five percent (75%) of the Preferred Stock.

          14.3 No Implied Waivers; Cumulative Remedies; Writing Required. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not

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exclusive of any rights or remedies that Agent or Purchasers or any holder of Notes, Warrants or Warrant Shares would otherwise have. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement or any such waiver of any provision or condition of this Agreement must be in writing, satisfy the conditions set forth in Section 9.10 and shall be effective only to the extent in such writing specifically set forth.

          14.4 Reimbursement of Expenses. The Loan Parties jointly and severally agree to pay or reimburse Agent and Purchasers upon demand for all fees and expenses incurred or payable by Agent or Purchasers (including, without limitation, reasonable fees and expenses of special counsel for Agent or any Purchaser and changes for services performed for Purchaser’s by Agents’ internal auditing staff), from time to time (i) arising in connection with the negotiation, preparation and execution of this Agreement, the Notes, the other Purchase Documents and all other instruments and documents to be delivered hereunder or thereunder or arising in connection with the transactions contemplated hereunder or thereunder, (ii) relating to any amendments, waivers or consents pursuant to the provisions hereof or thereof, and (iii) arising in connection with the enforcement of this Agreement or collection of any Note.

          14.5 Holidays. Whenever any payment or action to be made or taken hereunder or under the Notes shall be stated to be due on a day that is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action.

          14.6 Notices. All notices and other communications given to or made upon any party hereto in connection with this Agreement shall, except as otherwise expressly herein provided, be in writing (including telecopy, but in such case, a confirming copy will be sent by another permitted means) and mailed via certified mail, telecopied or delivered by guaranteed overnight parcel express service or courier to the respective parties, as follows:

to the Loan Parties:

IST Acquisitions, Inc.
c/o American Capital Strategies, Ltd.,
461 Fifth Avenue, 26th Floor,
New York, New York 10017
Attn:  Robert Klein
           Chairman
Facsimile: (212) 213-2060

with a copy to:

Imaging and Sensing Technology Corporation
100 IST Center
Horseheads, New York 14845
Attn: Donald Hartman
Facsimile: (607) 562-4300

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to Agent:

American Capital Strategies, Ltd.
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
Attn: Compliance Officer
Facsimile: (301) 654-6714

with a copy to:

American Capital Strategies, Ltd.,
461 Fifth Avenue, 26th Floor,
New York, New York 10017
Attn:  Robert Klein
           Managing Director and Principal
Facsimile: (212) 213-2060

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Christopher Aidun, Esq.
Facsimile: (212) 310-8127

to Purchasers:

As set forth on Annex A

or in accordance with any subsequent written direction from the recipient party to the sending party. All such notices and other communications shall, except as otherwise expressly herein provided, be effective upon delivery if delivered by courier or overnight parcel express service; in the case of certified mail, three (3) Business Days after the date sent; or in the case of telecopy, when received.

          14.7 Survival. All representations, warranties, covenants and agreements of the Loan Parties contained herein or made in writing in connection herewith shall survive the execution and delivery of this Agreement and the purchase of the Securities and shall continue in full force and effect so long as any Securities are outstanding and until payment in full of all of the Loan Parties’ obligations hereunder or thereunder. All obligations relating to indemnification hereunder shall survive any termination of this Agreement and shall continue for the length of any applicable statute of limitations.

          14.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

          14.9 Jurisdiction, Consent to Service of Process.

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          (a) THE LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT, FOR THEMSELVES AND THEIR PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE STATE OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER PURCHASE DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT AGENT AND PURCHASERS MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER PURCHASE DOCUMENT AGAINST THE LOAN PARTIES OR THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.

          (b) THE LOAN PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT THEY MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER PURCHASE DOCUMENT IN ANY NEW YORK OR FEDERAL COURT. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

          (c) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.6 HEREOF. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

          14.10 Jury Trial Waiver. THE LOAN PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS AGREEMENT AND AGREES THAT ANY SUCH ACTION OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

          14.11 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any

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provision of this Agreement is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Agreement.

          14.12 Headings. Article, section and subsection headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

          14.13 Indemnity. The Loan Parties hereby agree to indemnify, defend and hold harmless Agent and Purchasers and their officers, directors, employees, agents and representatives, and their respective successors and assigns in connection with any losses, claims, damages, liabilities and expenses, including reasonable attorneys’ fees, to which Agent or any Purchaser may become subject (other than as a result of the gross negligence or willful misconduct of any such Person), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or by reason of any investigation, litigation or other proceedings related to or resulting from any act of, or omission by, the Loan Parties or their Affiliates or any officer, director, employee, agent or representative of the Loan Parties or their Affiliates with respect to the Transactions, the Securities, Charter Documents, the Bylaws or any agreements entered into in connection with any such agreements, instruments or documents and to reimburse Agent and Purchasers and each such Person and Affiliate, upon demand, for any legal or other expenses incurred in connection with investigating or defending any such loss, claim, damage, liability, expense or action. To the extent that the foregoing undertakings may be unenforceable for any reason, the Loan Parties agree to make the maximum contribution to the payment and satisfaction of indemnified liabilities set forth in this Section 14.13 that is permissible under applicable law.

          14.14 Environmental Indemnity. The Loan Parties, and their successors and assigns, hereby release and discharge, and agree to defend, indemnify and hold harmless, Agent, Purchasers and their Affiliates (including their partners, subsidiaries, customers, guests, and invitees, and the successors and assigns of all of the foregoing, and their respective officers, employees and agents) from and against any and all Environmental Liabilities, whenever and by whomever asserted, to the extent that such Environmental Liabilities are based upon, or otherwise relate to: (i) any Condition at any time in, at, on, under, a part of, involving or otherwise related to the Properties and Facilities (including any of the properties, materials, articles, products, or other things included in or otherwise a part of the Properties and Facilities); (ii) any action or failure to act of any Person, including any prior owner or operator of the Properties and Facilities (including any of the properties, materials, articles, products, or other things included in or otherwise a part of the Properties and Facilities), involving or otherwise related to the Properties and Facilities or operations of the Loan Parties; (iii) the Management of any Pollutant, material, article or product (including Management of any material, article or product containing a Pollutant) in any physical state and at any time, involving or otherwise related to the Properties and Facilities or any property covered by clause (iv) (including Management either from the Properties and Facilities or from any property covered by clause (iv), and Management to, at, involving or otherwise related to the Properties and Facilities or any property covered by clause (iv)); (iv) Conditions, and actions or failures to act, in, at, on, under, a part of, involving or otherwise related to any property other than the Properties and Facilities, which property was, at or prior to the Closing Date, (I) acquired, held, sold, owned, operated,

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leased, managed, or divested by, or otherwise associated with, (A) the Loan Parties, (B) any of the Loan Parties’ Affiliates, or (C) any predecessor or successor organization of those identified in (A) or (B); or (II) engaged in any tolling, contract manufacturing or processing, or other similar activities for, with, or on behalf of the Loan Parties; (v) any violation of or noncompliance with or the assertion of any Lien under the Environmental Laws, (vi) the presence of any toxic or hazardous substances, wastes or contaminants on, at or from the past and present properties and facilities, including, without limitation, human exposure thereto; (vii) any spill, release, discharge or emission affecting the past and present properties and facilities, whether or not the same originates or emanates from such properties and facilities or any contiguous real estate, including, without limitation, any loss of value of such properties and facilities as a result thereof; or (viii) a misrepresentation in any representation or warranty or breach of or failure to perform any covenant made by the Loan Parties in this Agreement. This indemnity and agreement to defend and hold harmless shall survive any termination or satisfaction of the Notes or the sale, assignment or foreclosure thereof or the sale, transfer or conveyance of all or part of the past and present properties and facilities or any other circumstances that might otherwise constitute a legal or equitable release or discharge, in whole or in part, of the Loan Parties under the Notes.

          14.15 Counterparts. This Agreement may be executed in any number of counterparts and by either party hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

          14.16 Integration. This Agreement and the other Purchase Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof. This Agreement shall amend and restate the Existing Purchase Agreement in its entirety, and the initial agreement shall have no further effect as of the date hereof.

* * *

85

SIGNATURE PAGE TO
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

LOAN PARTIES: IST ACQUISITIONS, INC.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:	Chief Executive Officer
IMAGING AND SENSING TECHNOLOGY CORPORATION
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:	Chief Executive Officer
IST CONAX NUCLEAR, INC.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:	Chief Executive Officer
I.S. TECHNOLOGY de PUERTO RICO, INC.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:	Chief Executive Officer
IST INSTRUMENTS, INC.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:	Chief Executive Officer
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:	Chief Executive Officer

86

QUADTEK, INC.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:	Chief Executive Officer
AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACS FUNDING TRUST I
By:	AMERICAN CAPITAL STRATEGIES, LTD., its Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
COLTS TRUST 2004-11
By:	WACHOVIA BANK, NATIONAL ASSOCIATION, its Servicer
By:
	Name:	Kenneth Gacevich
	Title:	Vice President

¹ CoLTS Trust 2004-1 did not consent to the amendments effected by the Amended and Restated Note and Equity Purchase Agreement and thus is not a signatory hereto.

87

WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Kenneth Gacevich
	Name:	Kenneth Gacevich
	Title:	Vice President

88

ANNEX

Annex A	Purchasers and Payment Information
Annex B	Purchaser Allocations
Annex C	Amortization Schedule
Annex D	Maximum Debt to EBITDA Ratio
Annex E	Minimum Interest Coverage Ratio
Annex F	Minimum EBITDA

SCHEDULES

“Organizational Schedule”	(Schedule 5.1(a))
“Capitalization Schedule”	(Schedule 5.1(d)(ii))
“Litigation Schedule”	(Schedule 5.1(j))
“Environmental Schedule”	(Schedule 5.1(l))
“Properties Schedule”	(Schedule 5.1(q))
“Intellectual Property Schedule”	(Schedule 5.1(r))
“Undisclosed Liabilities Schedule”	(Schedule 5.1(w))
“Permitted Indebtedness Schedule”	(Schedule 7.2(a))
“Permitted Encumbrances Schedule”	(Schedule 7.2(b))

EXHIBITS

EXHIBIT A-1.1	Form of Senior Term A Note
EXHIBIT A-1.2	Form of Senior Term B Note
EXHIBIT A-1.3	Form of Senior Term C Note
EXHIBIT A-2	Form of Senior Subordinated Note
EXHIBIT A-3	Form of Junior Subordinated Note
EXHIBIT A-4	Form of Revolving Note
EXHIBIT B	Form of Warrants

89

EXHIBIT C	Form of Security Agreement
EXHIBIT D	Form of Collateral Assignment
EXHIBIT E	Form of Pledge Agreement
EXHIBIT E-1	Form of French Pledge Agreement
EXHIBIT F	Form of Compliance Certificate
EXHIBIT G	Form of Investment Banking Agreement
EXHIBIT H	Request for Borrowing
EXHIBIT I	Stockholders Agreement

90

ANNEX A
INFORMATION RELATING TO PURCHASERS

91

ANNEX B

Purchaser Allocations

Purchaser	Allocation
American Capital Strategies, Ltd.		100%*

* The outstanding principal amount of the $15,000,000 Senior Term A Notes will be sold to Wachovia Bank, National Association immediately after the Closing Date.

92

ANNEX C

Note Repayment Schedule

Senior Term A Notes

Payment Date	Payment Amount
August 31, 2004	$	312,500
November 30, 2004	$	312,500
February 28, 2005	$	312,500
May 31, 2005	$	312,500
August 31, 2005	$	500,000
November 30, 2005	$	500,000
February 28, 2006	$	500,000
May 31, 2006	$	500,000
August 31, 2006	$	750,000
November 30, 2006	$	750,000
February 28, 2007	$	750,000
May 31, 2007	$	750,000
August 31, 2007	$	1,000,000
November 30, 2007	$	1,000,000
February 28, 2008	$	1,000,000
May 31, 2008	$	1,000,000
August 31, 2008	$	1,187,500
November 30, 2008	$	1,187,500
February 28, 2009	$	1,187,500
May 24, 2009	$1,187,500 (plus any remaining unpaid outstanding amounts owing)

Senior Term B Notes

Payment Date	Payment Amount
August 31, 2004	$	25,000
November 30, 2004	$	25,000
February 28, 2005	$	25,000
May 31, 2005	$	25,000
August 31, 2005	$	25,000
November 30, 2005	$	25,000
February 28, 2006	$	25,000
May 31, 2006	$	25,000
August 31, 2006	$	25,000
November 30, 2006	$	25,000
February 28, 2007	$	25,000
May 31, 2007	$	25,000
August 31, 2007	$	25,000
November 30, 2007	$	25,000
February 28, 2008	$	25,000
May 31, 2008	$	25,000

93

Payment Date	Payment Amount
August 31, 2008	$	25,000
November 30, 2008	$	25,000
February 28, 2009	$	25,000
May 31, 2009	$	25,000
August 31, 2009	$	25,000
November 30, 2009	$	25,000
February 28, 2010	$	25,000
May 24, 2010	$25,000 (plus any remaining unpaid outstanding amounts owing)

94

ANNEX D

Maximum Debt to EBITDA Ratio

July 04	6.00
Oct. 04	6.00
Jan. 05	6.00
April 05	6.25
July 05	6.00
Oct. 05	5.75
Jan. 06	5.50
April 06	5.25
July 06	5.00
Oct. 06	4.75
Jan. 07	4.75
April 07	4.50
July 07	4.50
Oct. 07	4.25
Jan. 08	4.00
April 08	4.00

95

ANNEX E

Minimum Interest Coverage Ratio

July 04	1.90
Oct. 04	1.90
Jan. 05	1.90
April 05	1.90
July 05	1.90
Oct. 05	2.00
Jan. 06	2.10
April 06	2.20
July 06	2.50
Oct. 06	2.50
Jan. 07	2.50
April 07	2.75
July 07	2.75
Oct. 07	3.00
Jan. 08	3.00
April 08	3.00

96

ANNEX F

Minimum EBITDA

July 04	1,000,000
Oct. 04	2,250,000
Jan. 05	3,250,000
April 05	4,500,000
July 05	4,500,000
Oct. 05	4,500,000
Jan. 06	5,000,000
April 06	5,000,000
July 06	5,500,000
Oct. 06	5,500,000
Jan. 07	6,000,000
April 07	6,000,000
July 07	6,500,000
Oct. 07	6,500,000
Jan. 08	7,000,000
April 08	7,000,000

97

EX-10.3.1

Exhibit 10.3.1

AMENDMENT NO. 1
TO
AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT

BY AND AMONG

IST ACQUISITIONS, INC.

IMAGING AND SENSING TECHNOLOGY CORPORATION AND
CERTAIN OF THE SUBSIDIARIES OF
IMAGING AND SENSING TECHNOLOGY CORPORATION

and

AMERICAN CAPITAL STRATEGIES, LTD.,

ACS FUNDING TRUST I

and

AMERICAN CAPITAL FINANCIAL SERVICES, INC.

Date of Amendment No. 1: May 24, 2005
Original Date: October 29, 2004

AMENDMENT NO. 1
TO
AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT

$15,000,000 Aggregate Principal Amount of Senior Term A Notes Due May 24, 2009

$7,500,000 Aggregate Principal Amount of Senior Term B Notes Due May 24, 2010

$4,000,000 Aggregate Principal Amount of Senior Term C Notes Due October 29, 2011

$7,500,000 Aggregate Principal Amount of Senior Subordinated Notes Due May 24, 2011

$1,250,000 Aggregate Principal Amount of Junior Subordinated Notes Due May 24, 2012

$5,250,000 Revolving Loan Facility

22,000 Shares Preferred Stock of Parent

10,000 Shares of Class B Common Stock of Parent

Warrants to Purchase 83,458 Shares
of Class B Common Stock of Parent

     THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (this “Amendment”), dated as of May 24, 2005, is by and among IST ACQUISITIONS, INC., a Delaware corporation (“Parent”), IMAGING AND SENSING TECHNOLOGY CORPORATION, a New York corporation (“Borrower”), IST CONAX NUCLEAR, INC., a New York corporation, IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP., a New York corporation, IST INSTRUMENTS, INC., a New York corporation, QUADTEK, INC., a Washington corporation (each a “Subsidiary” and collectively the “Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), AMERICAN CAPITAL STRATEGIES, LTD., a Delaware corporation (“ACAS”), ACS FUNDING TRUST I, a Delaware statutory trust (“AFT,” and with ACAS, each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).

RECITALS

     A. The Loan Parties and ACAS entered into an Amended and Restated Note and Equity Purchase Agreement, dated as of October 29, 2004 (the “Agreement”),

pursuant to which ACAS advanced certain sums to the Loan Parties and purchased from the Loan Parties certain Notes and Warrants to purchase Common Stock. As of the date hereof, ACAS has sold or contributed certain of such Notes to AFT.

     B. The parties wish to amend the Agreement in certain respects.

     C. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such term as set forth in the Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

ARTICLE I
THE AMENDMENT

     1.1 Amendment to Section 2.3(a) Revolving Loans. Section 2.3(a) of the Agreement is hereby modified and amended by replacing “2005” with “2006.”

ARTICLE II
REFERENCE TO AND EFFECT ON THE AGREEMENT

     2.1 References. On and after the date hereof, (i) each reference in the Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import shall mean and be a reference to the Agreement as amended hereby, and (ii) each reference to the Agreement in all other Purchase Documents shall mean and be a reference to the Agreement, as amended hereby.

     2.2 Effects. Except as specifically amended hereby, the Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

     2.3 No Waiver or Novation. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of ACAS, or constitute a waiver of, or consent to and departure from, any provision of the Agreement, or any other documents, instruments and agreements executed and/or delivered in connection therewith, except as set forth herein. Without limiting the foregoing, nothing provided for herein shall constitute a waiver on any existing Default or Event of Default under the Agreement.

ARTICLE III
MISCELLANEOUS

     3.1 Survival. All representations, warranties and covenants and agreements of the Company contained in the Agreement or made in writing in connection therewith and herewith shall survive the execution and delivery of this Amendment and shall continue in full force and effect so long as any Note or Warrant is outstanding and until payment n

2

full of all of the Company’s obligations hereunder or thereunder. Execution and delivery of this Amendment by the Company shall be deemed to be a restatement of all such representations and warranties as of the date hereof.

     3.2 Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

     3.3 Severability. Whenever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Amendment.

     3.4 Headings. Article, section and subsection headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

     3.5 Counterparts. This Amendment may be executed in any number of counterparts and by either party hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

     3.6 Integration. This Amendment, the Agreement and the other Purchase Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written texuxs hereof.

* * *

[remainder of page intentionally left blank]

3

SIGNATURE PAGE TO
AMENDMENT NO. 1 TO
AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

LOAN PARTIES: IST ACQUISITIONS, INC.
By:	/s/ Donald Hartman
	Name:
	Title:
IMAGING AND SENSING TECHNOLOGY CORPORATION
By:	/s/ Donald Hartman
	Name:
	Title:
IST CONAX NUCLEAR, INC.
By:	/s/ Donald Hartman
	Name:
	Title:
IST INSTRUMENTS, INC.
By:	/s/ Donald Hartman
	Name:
	Title:
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP.
By:	/s/ Donald Hartman
	Name:
	Title:
QUADTEK, INC.
By:	/s/ Donald Hartman

4

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Brian S. Graff
	Name:	Brian S. Graff
	Title:
PURCHASERS:
By:	/s/ Brian S. Graff
	Name:	Brian S. Graff
	Title:
ACS FUNDING TRUST I AMERICAN CAPITAL STRATEGIES, LTD., its Servicer
By:	/s/ Brian S. Graff
	Name:
	Title:

5

COLTS TRUST 2004-1
By:	WACHOVIA BANK, NATIONAL ASSOCIATION, its Servicer
By:	/s/ Kenneth Gacevich
	Name:	Kenneth Gacevich
	Title:	Vice President
COLTS 2005-1 LTD. WACHOVIA BANK, NATIONAL ASSOCIATION, its Servicer
/s/ Kenneth Gacevich
Name:	Kenneth Gacevich
Title:	Vice President

EX-10.3.2

Exhibit 10.3.2

AMENDMENT NO. 1

to the

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

IST ACQUISITIONS, INC.

IMAGING AND SENSING TECHNOLOGY CORPORATION AND
CERTAIN OF THE SUBSIDIARIES OF
IMAGING AND SENSING TECHNOLOGY CORPORATION

AS LOAN PARTIES

AND

AMERICAN CAPITAL FINANCIAL SERVICES, INC.

AS AGENT

and

THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO

October 21, 2005

AMENDMENT NO. 1
to the
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

     THIS AMENDMENT NO. 1, dated October 21, 2005 (this “Amendment No. 1”), amends THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of October 29, 2004, is by and among IST ACQUISITIONS, INC., a Delaware corporation (“Parent”), IMAGING AND SENSING TECHNOLOGY CORPORATION, a New York corporation (“Borrower”), IST CONAX NUCLEAR, INC., a New York corporation, IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP., a New York corporation, IST INSTRUMENTS, INC., a New York corporation, QUADTEK, INC., a Washington corporation (each a “Subsidiary” and collectively the “Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).

RECITALS

     A. The parties hereto were party to a Note and Equity Purchase Agreement, dated as of May 24, 2004 (the “Original Purchase Agreement”);

     B. The parties hereto are party to the Amended and Restated Purchase Agreement, pursuant to which the Original Purchase Agreement was amended and restated;

     C. The Loan Parties, Purchasers and the Agent have agreed to enter into this Amendment No. 1 to amend the Amended and Restated Purchase Agreement, in order to (i) refinance the Senior Term A Notes through the issuance and sale of the Senior Term D Notes (as defined herein) and (ii) amend of certain other terms of the Amended and Restated Purchase Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions. Capitalized terms used and not defined elsewhere in this Amendment are as defined in the Agreement (as amended by this Amendment No. 1).

2. Amendments. The Amended and Restated Purchase Agreement is hereby amended as follows:

     (a) The following definitions set forth in Section 1.1 of the Agreement are hereby amended and restated in their entirety:

“Agreement” shall mean this Amended and Restated Note and Equity Purchase Agreement, as amended by Amendment No. 1 and as may be further amended, restated, supplemented or otherwise modified from time to time.

“LIBOR Period” means each month commencing on the Closing Date, the Additional Closing Date, in the case of the Senior Term C Notes, or the Term D Closing Date, in the case of the Senior Term D Notes (or if the Closing Date (of if the Additional Closing Date or the Term D Closing Date) is not a LIBOR Business Day, the next succeeding LIBOR Business Day) and ending one month thereafter; provided, that the foregoing provision relating to LIBOR Periods is subject to the following:

     (a) if any LIBOR Period would otherwise end on a day that is not a LIBOR Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding LIBOR Business Day;

     (b) any LIBOR Period that would otherwise extend beyond the maturity date of the Notes shall end on such date; and

     (c) any LIBOR Period that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last LIBOR Business Day of a calendar month.

     “Senior Term Loans” shall have the meaning assigned to such term in Section 2.1(d) hereof.

     “Senior Term Notes” shall have the meaning assigned to such term in Section 2.1(d) hereof.

     “Transactions” shall mean the incurrence of debt and the issuance of securities in connection therewith, as contemplated by this Agreement (as amended by Amendment No. 1), the Notes and all other agreements contemplated hereby and thereby.

     (b) The following definitions are hereby inserted in Section 1.1:

     “Amendment No. 1” shall mean Amendment No. 1 to this Agreement, dated October 21, 2005.

     “Senior Term Loan D” shall have the meaning assigned to such term in Section 2.1(d).

     “Senior Term D Notes” shall have the meaning assigned to such term in Section 2.1(d).

     “Senior Term D Origination Fee” shall mean a fee in an amount equal to $450,000.

     “Term D Closing” shall have the meaning set forth in Section 2.8(c).

     “Term D Closing Date” shall have the meaning set forth in Section 2.8(c).

     (c) The following definitions are hereby deleted from Section 1.1:

     “Advance Rates”

2

     “Borrowing Base Certificate”

     “COLTS”

     “Eligible Inventory”

     “Eligible Receivables”

     “Inventory Advance Rate”

     “POC Receivables”

     “Receivables Advance Rate”

     “Wachovia”

     (d) The term “Senior Agent” shall be replaced with the term “Agent” wherever in the Amended and Restated Purchase Agreement it is found.

     (e) The words “and together with the Senior Term Loan A and the Senior Term Loan B the ‘Senior Term Loans’” and “together with the Senior Term A Notes and the Senior Term B Notes, the ‘Senior Term Notes’” in Section 2.1(c) are deleted

     (f) A new Section 2.1(d) is hereby inserted as set forth below:

“(d) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“Senior Term Loan D” and together with the Senior Term Loan B and the Senior Term Loan C, the “Senior Term Loans”) to the Loan Parties on the Term D Closing Date in the principal amount of $15,000,000. From and after the Term D Closing, the Senior Term Loan D shall be evidenced by one or more promissory notes made by the Loan Parties in favor of Purchasers in the form attached hereto as Exhibit A-1.4 (together with any promissory notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “Senior Term D Notes” and together with the Senior Term B Notes and the Senior Term C Notes, the “Senior Term Notes”) to be issued in tranches of $5,000,000, $5,000,000, $5,000,000, and delivered by the Loan Parties at the Term D Closing.”

     (g) Section 2.3 is hereby amended and restated in its entirety as follows:

“(a) Subject to the terms and conditions set forth in this Agreement, on or after the Closing Date and to, but excluding, May 24, 2006 (the “Revolving Loan Termination Date”), Purchasers shall, severally, on a pro rata basis based on the percentages specified to Agent, make loans and advances to the Loan Parties on a revolving credit basis (collectively, the “Revolving Loans”) in an aggregate amount outstanding at any time up to the Revolving Loan Commitment Amount. From and after the Closing, the Revolving Loans shall be evidenced by a promissory note made by the Loan Parties in favor of Purchasers (the “Revolving Notes”) in the form attached hereto as Exhibit A-4 to be delivered by the Loan parties at the Closing. The date and amount of each Revolving Loan made by Purchasers and each payment on account of principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such

3

recordation shall not affect the obligations of the Loan Parties to make payments when due of any amounts owing in respect of the Revolving Loans.

“(b) Purchasers shall make Revolving Loans available to the Loan Parties up to a maximum of one draw per week, in integral multiples of $100,000, provided that the conditions set forth in Section 2.3(a) hereof, this Section 2.3(b) and Section 4.2 hereof have been satisfied. Before a Revolving Loan is made, the Loan Parties shall have (i) provided Agent an irrevocable written Request for Borrowing in the form of Exhibit H (a “Request for Borrowing”) by facsimile or other means set forth in Section 14.6 so that such notice is received by Agent not later than three (3) Business Days before the day on which the Revolving Loan is to be made and (ii) contacted Agent and received from Agent either oral or written confirmation of Agent’s receipt of the Request for Borrowing not later than 1:00 pm New York time three (3) Business Days before the date on which the Revolving Loan is to be made. No Revolving Loan shall be made if it would cause the aggregate amount of Revolving Loans to exceed the Revolving Loan Commitment Amount. Agent and Purchasers shall be entitled to rely conclusively on any Executive Officer’s authority to deliver a Request for Borrowing or other writing on behalf of the Loan Parties and neither Agent nor any Purchaser shall have any duty to verify the identity of or signature of any Person identifying himself as an Executive Officer.

(h) A new Section 2.7A is hereby inserted after Section 2.7 as set forth below:

“2.7A Sale and Purchase of Senior Term D Notes. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, (a) the Loan Parties shall sell to Purchasers, and Purchasers shall purchase from the Loan Parties, in an amount equal to the pro rata portion of the Senior Term D Notes as set forth on Annex B, the Notes in the aggregate principal amounts set forth in Section 2.1(d) hereof.

(i) A new Section 2.8(c) is hereby inserted as set forth below:

“(c) Delivery of and payment for the Senior Term D Notes issued in connection with Amendment No. 1 (the “Term D Closing”) shall be made at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, commencing at 10:00 a.m., local time, on October 21, 2005 or at such place or on such other date as may be mutually agreeable to the Loan Parties and Purchasers. The date and time of the Term D Closing as finally determined pursuant to this Section 2.8(c) are referred to herein as the “Term D Closing Date.” Delivery of the Senior Term D Notes issued at the Term D Closing shall be made to Purchasers (or their designees) against payment of the purchase price therefor, less any unpaid Senior Term D Origination Fee and any other amounts due and payable pursuant to Section 4.1(i) hereof, by wire transfer of immediately available funds in the manner agreed to by the Loan Parties and Purchasers. The Senior Term D Notes issued at the Term D Closing shall be issued in such name or names and in such permitted denomination or denominations as set forth in Annex B or as Purchasers may request in writing not less than two (2) Business Days before the Term D Closing Date.”

(j) A new Section 3.1(a)(iv) is hereby inserted as set forth below:

“ (iv) The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent, for the ratable benefit of Purchasers, of accrued interest on the

4

Senior Term Loan D on the last day of each LIBOR Period commending on November 1, 2005 through the date of repayment in full of the Senior Term Loan D. The Senior Term Loan D shall bear interest on the outstanding principal thereof at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus six and five tenths (6.5%) per annum.

     (k) Section 3.1(e) is hereby amended by deleting the word “last” before the words “Business Day” and replacing it with the word “first”.

(l) A new Section 3.2(c) is hereby inserted as set forth below:

“(c) Senior Term D Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of the Purchasers, the unpaid balance of the Senior Term D Notes in full, together with all accrued and unpaid interest and fees and other amounts due hereunder, on October 21, 2011.

(m) The last sentence of Section 3.4 is deleted and replaced with the following:

“In addition, the Loan Parties covenant and agree to pay to Agent, for the ratable benefit of Purchasers, such amount of the Revolving Loans as shall be necessary at any time so that the aggregate amount of Revolving Loans outstanding at any time do not exceed the amount set forth in Section 2.3.”.

(n) Section 3.5 is hereby amended and restated as follows:

“3.5 Optional Prepayment of the Notes. Subject to the terms of this Section 3.5, the Loan Parties may prepay to Agent, for the ratable benefit of Purchasers, the outstanding principal amount of the Senior Term Notes and the Subordinated Notes in whole or in part in multiples of $250,000, or such lesser amount as is then outstanding, at any time at a price equal to (i) the accrued interest, if any, to the date set for prepayment, plus, (ii) in the case of the Subordinated Notes, a prepayment fee representing the amortization of certain of Purchasers’ costs incurred in connection with the purchase of the Subordinated Notes equal to the principal amount prepaid thereon multiplied by the following percentage:

If Prepaid During
the 12-Month Period
Ending on September 30
of the Following Years:	Percentage
2006		4	%
2007		3	%
2008		2	%
2009 and Thereafter		1	%

provided, however, that no prepayment shall be applied to (a) the Subordinated Notes so long as the Senior Term Notes remain outstanding and (b) to the Junior Subordinated Notes so long as any Senior Subordinated Notes remain outstanding. All such prepayments (A) shall be applied by Agent to the outstanding principal in the inverse order of maturity after application of such prepayment to any accrued interest and

5

prepayment premium payable in connection therewith and (B) in connection with the Senior Term Loans, shall be applied first to the Senior Term Loan D and second, so long as no Senior Term D Notes remain outstanding, to the Senior Term Loan B and third, so long as no Senior Term B Notes remain outstanding, to the Senior Term Loan C.”

     (o) The term “fifty percent (50%)” in Section 3.7(b) is deleted and replaced with the term “seventy five percent (75%).”

     (p) The last sentence of Section 3.7(b) is deleted and replaced with the following:

     “All such prepayments shall be applied by Agent to the outstanding principal of Senior Term Loan D, then to the outstanding principal of Senior Term Loan B, and then to the outstanding principal of Senior Term Loan C, in each case in the inverse order of maturity after application of such prepayment to any accrued interest payable in connection therewith.”

(q) Section 4.2(a) is hereby amended and restated as follows:

“(a) Request for Borrowing. Agent shall have received a duly executed Request for Borrowing with respect to each Revolving Loan in accordance with Section 2.3(b) hereof.

     (r) Article 13 is hereby amended by replacing the term “Senior Term A Notes” with the term “Senior Term D Notes”.

     (s) The following Annexes and Exhibits to the Amended and Restated Purchase Agreement are hereby amended as follows:

(i) Annex A to the Amended and Restated Purchase Agreement is hereby amended and restated as set forth in Annex A hereto.

(ii) Annex B to the Amended and Restated Purchase Agreement is hereby amended and restated as set forth in Annex B hereto.

(iii) Annex C to the Amended and Restated Purchase Agreement is hereby amended and restated as set forth in Annex C hereto

(iv) Annex D to the Amended and Restated Purchase Agreement is hereby amended and restated as set forth in Annex D hereto

(v) Annex E to the Amended and Restated Purchase Agreement is hereby amended and restated as set forth in Annex E hereto

(vi) Annex F to the Amended and Restated Purchase Agreement is hereby amended and restated as set forth in Annex F hereto

(vii) A new “Exhibit A-1.4” to the Amended and Restated Purchase Agreement, as set forth on Exhibit A-1.4 hereto, is hereby inserted after Exhibit A-1.3.

6

     (t) For the purposes hereof references to the term “Senior Term A Notes” in the Securities Agreements shall be replaced with the term “Senior Term D Notes”.

3. Conditions to Effectiveness. The effectiveness of this Amendment No. 1, and therefore the obligation of the Purchasers to advance the Senior Term Loan D at the Term D Closing is subject to the satisfaction, prior to or at the Term D Closing of the following conditions:

     (a) Representations and Warranties. All of the representations and warranties contained in Article 5 of the Amended and Restated Purchase Agreement (as amended by this Amendment No. 1) shall be true and correct in all material respects at and as of the Term D Closing Date as though then made, except to the extent of changes caused by the transactions expressly contemplated herein.

     (b) Closing Documents. The Loan Parties shall have delivered or caused to be delivered to Agent all of the following documents in form and substance satisfactory to Agent:

          (i) one or more Senior Term D Notes evidencing the Senior Term D Loan (as designated by Agent and Purchasers pursuant to Section 2.1(d) of the Amended and Restated Purchase Agreement (as amended by this Amendment No. 1)) in aggregate original principal amount as set forth therein, duly completed and executed by the Loan Parties;

          (ii) copies of the resolutions duly adopted by the Parent’s board of directors authorizing the execution, delivery and performance by the Parent of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the Parent is a party, and the consummation of all of the other transactions contemplated by this Amendment No. 1; and

          (iii) such other documents relating to the transactions contemplated by this Amendment No. 1 as Agent or its special counsel reasonably may request.

     (c) Purchaser’s Fees and Expenses.

          (i) Senior D Origination Fee. On the Term D Closing Date, the Loan Parties shall have paid the Senior Term D Origination Fee in the amount of $450,000 to ACFS and the Loan Parties hereby authorizes the Agent to deduct from the sale by the Loan Parties of the Senior Term D Notes the unpaid amount of such Senior Term D Origination Fee; and

          (ii) Other Fees and Expenses. On the Term D Closing Date, the Loan Parties shall have paid the fees and expenses of Agent and Purchasers, payable by the Loan Parties pursuant to Section 14.4 of the Amended and Restated Purchase Agreement (and the Loan Parties hereby authorizes Agent to deduct from the aggregate proceeds of the sale of the Senior Term D Notes, all such amounts).

4. Use of Proceeds. The Loan Parties shall use the proceeds from the transactions contemplated by this Amendment No. 1 to repay all Indebtedness owing by the Loan Parties to Wachovia Bank, National Association and its affiliates.

5. Representations and Warranties. The Loan Parties hereby represent and warrant as follows:

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     (a) Each of the representations and warranties of the Loan Parties set forth in Article 5 of the Amended and Restated Purchase Agreement (as amended by this Amendment No. 1) is true and correct in all material respects, except to the extent of changes caused by the transactions expressly contemplated herein.

     (b) Each of the Loan Parties is in satisfaction of all covenants of the Loan Parties set forth in Article 7 of the Amended and Restated Purchase Agreement (as amended by this Amendment No. 1) and no Default or Event of Default under the Amended and Restated Purchase Agreement is occurring, or will occur upon the consummation of the transactions contemplated by this Amendment No. 1, except to the extent waived hereby.

6. Effect on the Amended and Restated Purchase Agreement.

     (a) All references to the Amended and Restated Purchase Agreement in the Amended and Restated Purchase Agreement and the other documents and instruments delivered pursuant to or in connection therewith shall mean the Amended and Restated Purchase Agreement as amended hereby and as such may in the future be amended, restated, supplemented or modified from time to time.

     (b) Except as specifically amended herein, the Amended and Restated Purchase Agreement, and all other documents and instruments delivered pursuant to or in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

     (c) Except as specifically referenced herein, the execution, delivery and effectiveness of this Amendment No. 1 shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Amended and Restated Purchase Agreement or any documents and instruments delivered pursuant to or in connection therewith.

7. Governing Law. This Amendment No. 1 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of Maryland.

8. Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Amendment No. 1, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment No. 1.

9. Headings. Section headings in this Amendment No. 1 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 1 for any other purpose.

10. Counterparts. This Amendment No. 1 may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

8

     IN WITNESS WHEREOF, the parties hereto have executed this consent and waiver as of the day and year first above written.

LOAN PARTIES: IST ACQUISITIONS, INC.
By:
	Name:	Donald Hartman
	Title:	Chief Executive Officer
IMAGING AND SENSING TECHNOLOGY CORPORATION
By:
	Name:	Donald Hartman
	Title:	Chief Executive Officer
IST CONAX NUCLEAR, INC.
By:
	Name:	Donald Hartman
	Title:	Chief Executive Officer
IST INSTRUMENTS, INC.
By:
	Name:	Donald Hartman
	Title:	Chief Executive Officer
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP.
By:
	Name:	Donald Hartman
	Title:	Chief Executive Officer
QUADTEK, INC.
By:
	Name:	Donald Hartman
	Title:	Chief Executive Officer

Signature Page to IST Consent and Waiver

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:
	Name:	Todd Wilson
	Title:
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:
	Name:	Todd Wilson
	Title:

Signature Page to IST Consent and Waiver

ANNEX A

Information Relating to Purchasers

Name and Address
of Initial Purchaser

AMERICAN CAPITAL STRATEGIES, LTD.
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814

Certain of the Notes have or will be assigned or sold to the following entities:

ACS FUNDING TRUST I
c/o AMERICAN CAPITAL STRATEGIES, LTD.,
as Servicer
2 Bethesda Metro Center, 14th Floor
Bethesda, MD 20814

(1) All payments:

If by wire:

Bank: Wells Fargo Bank, N.A.
ABA#: xxxxxxxxx
Account Name: ACS Funding Trust I
Account #: xxxx-xxxxxx

If by mail:

ACS Funding Trust I
NW 7941
P.O. Box 1450
Minneapolis, MN 55485-7941

If by overnight parcel service
(e.g., FedEx, UPS, etc):

NW 7941
c/o Regular ACS Funding Trust I
1350 Energy Lane, Suite 200
St. Paul, MN 55108

with sufficient information
to identify the source and
application of such funds.

** All checks should be made payable to “ACS Funding Trust I”

(2) All notices of payments and
written confirmations of
such wire transfers:

American Capital Strategies, Ltd., as Servicer
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
Attn: Comptroller
Facsimile: (301) 654-6714

(3) All other communications:

If regarding any Note:

American Capital Strategies, Ltd., as Servicer
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
Attn: Compliance Officer
Facsimile: (301) 654-6714

-2-

ANNEX B

Purchaser Allocations

Purchaser	Allocation
American Capital Strategies, Ltd.		100	%

-3-

ANNEX C

Amortization Schedule for Senior Term D Notes

Senior Term B Notes

	Payment
Payment Date	Amount
August 31, 2004	$	25,000
November 30, 2004	$	25,000
February 28, 2005	$	25,000
May 31, 2005	$	25,000
August 31, 2005	$	25,000
November 30, 2005	$	25,000
February 28, 2006	$	25,000
May 31, 2006	$	25,000
August 31, 2006	$	25,000
November 30, 2006	$	25,000
February 28, 2007	$	25,000
May 31, 2007	$	25,000
August 31, 2007	$	25,000
November 30, 2007	$	25,000
February 28, 2008	$	25,000
May 31, 2008	$	25,000
August 31, 2008	$	25,000
November 30, 2008	$	25,000
February 28, 2009	$	25,000
May 31, 2009	$	25,000
August 31, 2009	$	25,000
November 30, 2009	$	25,000
February 28, 2010	$	25,000
May 24, 2010	$25,000 (plus any remaining unpaid outstanding amounts owing)

Senior Term D Notes

Payment Date		Payment Amount
2005	Q4	$	37,500
2006	Q1	$	37,500
	Q2	$	37,500
	Q3	$	37,500
	Q4	$	37,500
2007	Q1	$	37,500
	Q2	$	37,500
	Q3	$	37,500
	Q4	$	37,500
2008	Q1	$	37,500
	Q2	$	37,500
	Q3	$	37,500
	Q4	$	37,500
2009	Q1	$	37,500
	Q2	$	37,500
	Q3	$	37,500
	Q4	$	37,500
2010	Q1	$	37,500
	Q2	$	37,500
	Q3	$	37,500
	Q4	$	37,500
2011	Q1	$	37,500
	Q2	$	37,500
	Q3	$	37,500

Notwithstanding the foregoing schedule, to the extent not previously paid, all Senior Term D Notes and any and all unpaid interest, fees and other amounts due in connection with the Senior Term D Notes, shall be due and payable on October 21, 2011.

-2-

ANNEX D

Maximum Debt to EBITDA Ratio

October-05	6.25 to 1.0
January-06	6.00 to 1.0
April-06	5.75 to 1.0
July-06	5.50 to 1.0
October-06	5.25 to 1.0
January-07	5.25 to 1.0
April-07	5.00 to 1.0
July-07	5.00 to 1.0
October-07	4.75 to 1.0
January-08	4.50 to 1.0
April-08	4.50 to 1.0
July-08	4.50 to 1.0
October-08	4.25 to 1.0
January-09	4.25 to 1.0
April-09	4.25 to 1.0
July-09	4.25 to 1.0
October-09	4.25 to 1.0

-3-

ANNEX E

Minimum Interest Coverage Ratio

October-05	1.40
January-06	1.40
April-06	1.40
July-06	1.50
October-06	1.50
January-07	1.80
April-07	1.80
July-07	1.80
October-07	2.10
January-08	2.10
April-08	2.10
July-08	2.40
October-08	2.40
January-09	2.40
April-09	2.70
July-09	2.70
October-09	3.00

-4-

ANNEX F

Minimum EBITDA

October-05	$	4,500,000.00
January-06	$	5,000,000.00
April-06	$	5,000,000.00
July-06	$	5,500,000.00
October-06	$	5,500,000.00
January-07	$	6,000,000.00
April-07	$	6,000,000.00
July-07	$	6,500,000.00
October-07	$	6,500,000.00
January-08	$	7,000,000.00
April-08	$	7,000,000.00
July-08	$	7,500,000.00
October-08	$	7,500,000.00
January-09	$	8,000,000.00
April-09	$	8,000,000.00
July-09	$	8,500,000.00
October-09	$	8,500,000.00

-5-

EXHIBIT A-1.4

[Form Of Senior Term D Note]

Purchaser: American Capital Strategies, Ltd.	Horseheads, New York
Principal Amount: $5,000,000	October 21, 2005

For value received, the undersigned, IST Acquisitions, Inc., a Delaware corporation (“Parent”), Imaging and Sensing Technology Corporation, a New York corporation (“Borrower”), IST Instruments, Inc., a New York corporation, Imaging and Sensing Technology International Corp., a New York corporation, IST Conax Nuclear, Inc., a New York corporation, and Quadtek, Inc., a Washington corporation (the “Subsidiaries”, and, together with Parent and Borrower, the “Loan Parties”), hereby jointly and severally promise to pay to the order of the Purchaser set forth above (the “Purchaser”) the principal amount set forth above or, if less, the aggregate unpaid principal amount of this Senior Term D Note (the “Senior Term D Note”) set forth above, payable at such times, and in such amounts, as are specified in the Amended and Restated Note and Equity Purchase Agreement, as amended by Amendment No. 1 dated as of October 21, 2005, among the Loan Parties, American Capital Financial Services, Inc., as Agent, and the other parties thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Amended Purchase Agreement”).

The Loan Parties jointly and severally promise to pay interest on the unpaid principal amount of this Senior Term D Note from the date made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Amended Purchase Agreement.

Both principal and interest are payable in the lawful money of the United States of America as follows:

If by U.S. Mail to:

American Capital Financial Services, Inc., as Agent

ACS Funding Trust I, NW 7941
P.O. Box 1450
Minneapolis, MN 55485-7941.

If by Overnight Service to:

NW 7941 c/o Regular ACS Funding Trust I

1350 Energy Lane, Suite 200
St. Paul, MN 55108

If by wire transfer to:

Wells Fargo Bank, N.A.

ABA # 091000019
Account Name: ACS Funding Trust I
Account #: 4000-037515

This Senior Term D Note is one of the Senior Term D Notes referred to in, and is entitled to the benefits of, the Amended Purchase Agreement. Capitalized terms used herein and not defined herein are used herein as defined in the Amended Purchase Agreement.

The Amended Purchase Agreement, among other things, (i) provides for the purchase of the Senior Term D Notes by the Purchaser in an aggregate amount not to exceed at any time outstanding the Principal Amount set forth above, the indebtedness of the Loan Parties resulting from such purchase being evidenced by this Senior Term D Note and (ii) contains provisions for acceleration of the maturity of the unpaid principal amount of this Senior Term D Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

This Senior Term D Note is secured as provided in the Security Documents.

Demand, diligence, presentment, protest and notice of non-payment and protest are hereby waived by the Loan Parties.

This Senior Term D Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

7

IN WITNESS WHEREOF, the Loan Parties have caused this Senior Term D Note to be executed and delivered by their respective duly authorized officer as of the day and year and at the place set forth above.

LOAN PARTIES: IST ACQUISITIONS, INC.
By:
	Name:
	Title:
IMAGING AND SENSING TECHNOLOGY CORPORATION
By:
	Name:
	Title:
IST CONAX NUCLEAR, INC.
By:
	Name:
	Title:
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP.
By:
	Name:
	Title:
IST INSTRUMENTS, INC.
By:
	Name:
	Title:
QUADTEK, INC.
By:
	Name:
	Title:

EX-10.3.3

Exhibit 10.3.3

AMENDMENT NUMBER 2 AND CONSENT
TO
NOTE AND EQUITY PURCHASE AGREEMENT

     SECOND AMENDMENT AND CONSENT, dated as of December 22, 2005 (this “Agreement”), to the Amended and Restated Note and Equity Purchase Agreement, dated as of October 29, 2004, as amended (as the same may be amended, supplemented or modified from time to time in accordance with its terms, the “Amended and Restated Purchase Agreement”), by and among IST ACQUISITIONS, INC., a Delaware corporation (“Parent”), IMAGING AND SENSING TECHNOLOGY CORPORATION, a New York corporation (“Borrower”), IST CONAX NUCLEAR, INC.,. a New York corporation, IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP., a New York corporation, IST INSTRUMENTS, INC., a New York corporation, QUADTEK, INC., a Washington corporation (each a “Subsidiary” and collectively the “Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), the securities purchasers that are now and hereafter at any time parties thereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to. such terms in the Amended and Restated Purchase Agreement.

RECITALS:

     WHEREAS, the Parent wishes to enter into the Master Restructuring Agreement and Plan of Merger (“Restructuring Agreement”), by and among Parent, Global Monitoring Systems, Inc. (“GMS”) and the other parties listed therein, in the manner set forth in the Restructuring Agreement, in the form attached hereto as Exhibit A, in order to effect a reorganization of the overall corporate structure of the Loan Parties; and

     WHEREAS, the Loan Parties have requested that the Purchasers consent to the transactions involving Parent under the Restructuring Agreement and waive breach of any covenants violated thereby; and

     WHEREAS, following the completion of the transactions contemplated by the Restructuring Agreement, the Loan Parties have requested that the Purchasers consent to the conversion of Parent to a limited liability company pursuant to Section 18-214 of the Limited Liability Company Law of Delaware.

     WHEREAS, it is a condition to the Agreement by the Agent that GMS enter into the Guaranty in the form attached hereto as Exhibit B, and that GMS enter into a Pledge and Security Agreement in the form attached hereto as Exhibit C,.

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each Loan Party, each Purchaser and the Agent agrees as follows:

ARTICLE 1

CONSENT

          1.1 The Purchasers hereby consent to the transactions involving Parent under the Restructuring Agreement and hereby waive breach of any covenant in the Amended and Restated Purchase Agreement violated as a result of such transaction.

ARTICLE 2

OMNIBUS AMENDMENT

          2.1 Pursuant to Section 18-214 of the Limited Liability Company Law of Delaware, Parent will convert into a limited liability company (the “Conversion”). As a result, references in the Amended and Restated Purchase Agreement to Parent that assume or treat it as a corporation and references -to its officers, directors and stockholders shall cease to be correct after completion of the Conversion. Accordingly, the Agent, Purchaser and the Loan Parties intend that all such references in the Amended and Restated Purchase Agreement and the other Purchase Documents shall instead be deemed to be references to the Parent as a IST Acquisitions, LLC and that all descriptions, requirements and obligations in the Amended and Restated Purchase Agreement of Parent, its officers, directors and stockholders, shall be construed so as to give the Agent and the Purchasers the same rights and benefits under the Amended and Restated Purchase Agreement as they currently have with respect to Parent. The Loan Parties agree that, at any time, promptly upon request of the Agent, they shall enter into any amendment requested by the Agent to clarify the applicability, scope and operations of any provisions of the Amended and Restated Purchase Agreement or any other Purchase Document in a manner that comports with the provisions of this Section 2.1.

ARTICLE 3

AMENDMENT

          3.1 The Amended and Restated Purchase Agreement is hereby amended as follows:

          (a) Article 7.1(i) is deleted in its entirety and replaced with the following:

          [reserved].

ARTICLE 4

CONDITIONS PRECEDENT

     The provisions set forth in Article 1, Article 2 and Article 3 hereof shall be effective as of the date on which GMS shall have entered into the Pledge and Security Agreement and Guaranty and the Agent shall have received this Agreement, executed

2

and delivered by each applicable Loan Party, the Agent and each Purchaser (the “Agreement Effective Date”).

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

     In order to induce the Agent and the Purchasers to enter into this Agreement, each Loan Party represents and warrants to the Agent and each Purchaser, that:

     1. Corporate Power and Authority. As of the Agreement Effective Date, each Loan Party has all requisite power and authority to enter into this Agreement, and to carry out the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of each Loan Party that is a, party to this Agreement.

     2. No Conflict; Governmental Consents. The execution and delivery .by each of the Loan Parties of the Agreement and the consummation of the transactions contemplated hereby, do not and will not (i) conflict in any material respect with or result in a material breach of the terms, conditions or provisions of, (ii) constitute a material default under, (iii) except as created pursuant to the Security Documents, result in the creation of any Lien upon any of the Loan Parties’ capital stock or assets pursuant to, (iv) give any third party the right to accelerate any material obligation under, (v) result in a material violation of, or (vi) require any material authorization, consent, approval, exemption or other action by or notice to any Governmental Authority or, except as could not reasonably be expected to have a Material Adverse Effect, any third party which has not been obtained pursuant to, the Charter Documents (as to which no materiality qualifiers shall apply) of any of the Loan Parties, or any Law to which any of the Loan Parties is subject, or any Contract, order, judgment or decree to which any of the Loan Parties is a party or to which they or their assets are subject.

     3. Binding Obligation. This Agreement has been duly executed and delivered by each Loan Party and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

     4. Absence of Default. After giving effect to each of the amendments set forth herein no Default or Event of Default shall have occurred and be continuing.

ARTICLE 6

MISCELLANEOUS

     This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Purchasers. The rights or obligations hereunder or any interest

3

therein of any Loan Party may not be assigned or delegated by any Loan Party without the prior written consent of all Purchasers.

     Except as expressly amended hereby, the Agreement and all other documents, agreements and instruments relating thereto are and shall remain unmodified and in full force and. effect. On and after the Agreement Effective Date, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof’, “herein” or words of like import, and each reference in the Transaction Documents to the Amended and Restated Purchase Agreement, shall mean and be a reference to the Agreement as amended hereby, and this Agreement and the Amended and Restated Purchase Agreement shall be read together and construed as a single instrument. This Agreement will not constitute a waiver of any provision of the Amended and Restated Purchase Agreement other than a provision pursuant to which a Default or Event of Default would have occurred but for the effectiveness of this Agreement.

     In case any provision in or obligation hereunder or any Amended and Restated shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

     Section. headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD. TO CONFLICT OF LAWS PRINCIPLES.

     This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[The remainder of this page is intentionally left blank.]

4

     WITNESS WHEREOF, the patties hereto have executed this Agreement as of the day and year first above written.

LOAN PARTIES: IST ACQUISITIONS, INC.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:
IMAGING AND SENSING TECHNOLOGY CORPORATION
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:
IST CONAX NUCLEAR, INC.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:
IST INSTRUMENTS, INC.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:

IST — NEPA CONSENT

QUADTEK, INC,
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:
AGENT: AMERICAN CAPITAL FINANCIAL SERVICES INC.
By:	/s/ Robert Klein
	Name:	Robert J. Klein
	Title:

IST — NEPA CONSENT

PURCHASERS: ACS FUNDING TRUST I
By:	AMERICAN CAPITAL STRATEGIES LTD., as Servicer
By:	/s/ Robert J. Klein
	Name:	Robert J. Klein
	Title:
AMERICAN CAPITAL STRATEGIES LTD.
By:	/s/ Robert J. Klein
	Name:	Robert J. Klein
	Title:

IST — NEPA CONSENT

EX-10.3.4

Exhibit 10.3.4

AMENDMENT NO. 3

to the

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

IST ACQUISITIONS, LLC.

IMAGING AND SENSING TECHNOLOGY CORPORATION AND
CERTAIN OF THE SUBSIDIARIES OF
IMAGING AND SENSING TECHNOLOGY CORPORATION

AS LOAN PARTIES

AND

AMERICAN CAPITAL FINANCIAL SERVICES, INC.

AS AGENT

and

THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO

May 16, 2006

AMENDMENT NO. 3
to the
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

     THIS AMENDMENT NO. 3, dated May 16, 2006 (this “Amendment”), amends THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (as amended to date, the “Agreement”), dated as of October 29, 2004, and is by and among IST ACQUISITIONS, LLC. (successor by conversion to IST Acquisitions, Inc.), a Delaware corporation (“Parent”), IMAGING AND SENSING TECHNOLOGY CORPORATION, a New York corporation (“Borrower”), IST CONAX NUCLEAR, INC., a New York corporation, IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP., a New York corporation, IST INSTRUMENTS, INC., a New York corporation, QUADTEK, INC., a Washington corporation (each a “Subsidiary” and collectively the “Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A, (or any amendment or supplement thereto) attached hereto (each a “Purchases?’ and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).

RECITALS

     A. The parties hereto were party to a Note and Equity Purchase Agreement, dated as of May 24, 2004 (the “Original Purchase Agreement”);

     B. The parties hereto are party to the Agreement, pursuant to which the Original Purchase Agreement was amended and restated;

     C. The Loan Parties, Purchasers and the Agent have agreed to enter into this Amendment to amend the Agreement, in order to amend of certain terms of the Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions. Capitalized terms used and not defined elsewhere in this Amendment are as defined in the Agreement.

2. Amendments. Section 2.3(a) of the Agreement is hereby amended and restated in its entirety as follows:

“(a) Subject to the terms and conditions set forth in this Agreement, on or after the Closing Date and to, but excluding, May 24, 2008 (the “Revolving Loan Termination”), Purchasers shall, severally, on a pro rata basis based on the percentages specified to Agent, make loans and advances to the Loan Parties on a revolving credit basis (collectively, the “Revolving Loans”) in an aggregate amount outstanding at any time up to the Revolving Loan Commitment Amount. From and after the

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Closing, the Revolving Loans shall be evidenced by a promissory note made by the Loan Parties in favor of Purchasers (the “Revolving Notes”) in the form attached hereto as Exhibit A-4 to be delivered by the Loan parties at the Closing. The date and amount of each Revolving Loan made by Purchasers and each payment on account of principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such recordation ball not affect the obligations of the Loan Parties to make payments when due of any amounts owing in respect of the Revolving Loans.”

3. Representations and Warranties. Each Loan Party hereby represents and warrants as follows:

     (a) This Amendment constitutes a legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

     (b) Upon the effectiveness of this Amendment, such Loan Party hereby reaffirms that all representations and warranties contained in Article 5 of the Agreement are true and correct in all material respects (other than. those representations and warranties which are qualified as to materiality, which are true and correct in all respects).

     (c) No Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment.

     (d) Such Loan Party has no defense, counterclaim or offset with respect to the Agreement or the Notes.

4. Effect on the Agreement.

     (a) All references to the Amended and Restated Purchase Agreement in the Agreement and the other documents and instruments delivered pursuant to or in connection therewith shall mean the Agreement as amended hereby and as such may in the future be amended, restated, supplemented or modified from time to time.

     (b) Except as specifically amended herein, the Agreement, and all other documents and instruments delivered pursuant to or in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

     (c) Except as specifically referenced herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Agreement or any documents and instruments delivered pursuant to or in connection therewith.

5. Governing Law. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of Maryland.

3

6. Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Amendment, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment.

7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

8. Counterparts. This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

4

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

LOAN PARTIES: IST ACQUISITIONS, LLC. By its sole member Mirion Technologies, Inc
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	Chief Executive Officer
IMAGING AND SENSING TECHNOLOGY CORPORATION
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:	President
IST CONAX NUCLEAR, INC.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:	President
IST INSTRUMENTS, INC.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:	President
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP.
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:	President

Signature Page to Amendment No. 3 to the
Amended and Restated Note and Equity Purchase Agreement

5

QUADTEK, INC,
By:	/s/ Donald Hartman
	Name:	Donald Hartman
	Title:	President
AGENT: AMERICAN CAPITAL FINANCIAL SERVICES INC.
By:	/s/ Robert Klein
	Name:	Robert J. Klein
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Name:	Robert J. Klein
	Title:	Managing Director
ACS FUNDING TRUST I
By:	AMERICAN CAPITAL STRATEGIES, LTD., its Servicer
By:	/s/ Robert Klein
	Name:	Robert J. Klein
	Title:	Managing Director

Signature Page to Amendment No. 3 to the
Amended and Restated Note and Equity Purchase Agreement

6

ANNEX A

AMERICAN CAPITAL STRATEGIES, LTD.
ACS FUNDING TRUST I

7

EX-10.3.5

Exhibit 10.3.5

AMENDMENT NO. 3
TO THE
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

     This AMENDMENT NO. 3 TO THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT, dated as of September 13, 2006 (this “Amendment No. 3”), is entered into by and among IST Acquisitions, LLC a Delaware limited liability company (successor by conversion to IST Acquisitions, Inc., the “Parent”), Imaging and Sensing Technology Corporation, a New York corporation (the “Borrower”), .IST Conax Nuclear, Inc., a New York corporation, Imaging and Sensing Technology International Corp., a New York corporation, IST Instruments, Inc., a New York corporation, Quadtek, Inc., a Washington corporation (each a “Subsidiary” and collectively the “Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), the securities purchasers that are now and hereafter at any time parties to the Amended and Restated Agreement (as defined below) and are listed in Annex A thereto (or any amendment or supplement thereto) (each a “Purchaser” and collectively, the “Purchasers”), and American Capital Financial Services, Inc., a Delaware corporation (“ACFS”), as administrative and collateral agent for the Purchasers (in such capacity, the “Agent”). Capitalized terms used and not defined elsewhere in this Amendment shall have the meanings ascribed to such terms in the Amended and Restated Agreement.

     WHEREAS, the parties hereto are party to the Amended and Restated Note and Equity Purchase Agreement, dated as of October 29, 2004, as amended by Amendment No. 1 on October 21, 2005 and as further amended by Amendment No. 2 on May 16, 2006 (the “Amended and Restated Agreement”);

     WHEREAS, under Section 14.2 of the Amended and Restated Agreement, any amendment thereof requires a written instrument executed by each Loan Party and, to the extent such modification relates to the Notes, by the Agent on behalf of the Purchasers; and

     WHEREAS, the parties hereto agree and hereby do wish to amend the Amended and Restated Agreement by making the changes set forth herein in accordance with Section 14.2 of the Amended and Restated Agreement.

     NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto, and of the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby covenant and agree as follows:

1. Amendments. The Amended and Restated Agreement is hereby amended as follows:

     (a) The following definitions set forth in Section 1.1 are hereby amended and restated in their entirety:

““LIBOR Period” means each month commencing on (i) in the case of the Senior Term B Notes, October 1, 2006 (the “Term B Payment Date”), (ii) in the case of the Senior Term C Notes, October 1, 2006 (the “Term C Payment Date”), and (iii) in the case of the Senior Term D Notes, November 1, 2006 (the “Term D Payment Date”), and ending in each case one month thereafter; provided, that if the Term B Payment Date, Term C Payment Date, or Term D Payment Date is not a LIBOR Business Day, then the LIBOR Period shall commence on the next date that is a LIBOR Business Day and end one month thereafter; provided, further, that the foregoing provision relating to LIBOR Periods is subject to the following:

     (a) if any LIBOR Period would otherwise end on a day that is not a LIBOR Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless-the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding LIBOR Business Day;

     (b) any LIBOR Period that would otherwise extend beyond the maturity date of the Notes shall end on such date; and

     (c) any LIBOR Period that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last LIBOR Business Day of a calendar month.”

““Revolving Loan Commitment” shall mean the amount of $10,250,000.”

     (b) The following definitions are hereby added to Section 1.1:

““Additional Revolving Loan Amount” shall mean an amount equal to $5,000,000.”

““Additional Revolving Loan Closing Date” shall mean the date on which the Revolving Loan Commitment is increased to $10,250,000.”

““Additional Revolving Loan Commitment Fee” shall mean an amount equal to 2% of the Additional Revolving Loan Amount (i.e. an amount equal to $100,000).”

     (c) Section 3.1(a)(ii) is hereby amended and restated in its entirety as set forth below:

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     “(ii) The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan B on the -first day of each LIBOR Period, commencing on October 1, 2006 through the date of repayment in full of the Senior Term Loan B. The Senior Term Loan B shall bear interest on the outstanding principal thereof at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus eight percent (8.0%) per annum.”

     (d) Section 3.1(a)(iii) is hereby amended and restated in its entirety as set forth below:

     “(iii) The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan C on the first day of each LIBOR Period, commencing on October 1, 2006 through the date of repayment in full of the Senior Term Loan C. The Senior Term Loan C shall bear interest on the outstanding principal thereof at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus nine percent (9.0%) per annum.”

     (e) Section 3.1 (a)(iv) is hereby amended and restated in its entirety as set forth

     “(iv) The Loan Parties, jointly and severally, covenant and agree to make payments to the Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan D on the first day of each LIBOR Period commencing on November 1, 2006 through the date of repayment in full of the Senior Term Loan D. The Senior Term Loan D shall bear interest on the outstanding principal thereof at a rate equal to the LIBOR Rate, as such rate may adjust from time to time, plus six and five tenths (6.5%) per annum.”

     (f) Section 3.2(a) is hereby amended and restated as set forth below:

     “(a) Senior Term B Notes and Senior Term D Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the Senior Term B Notes and the Senior Term D Notes in accordance with the amortization schedule set forth on Annex C attached hereto. Notwithstanding the foregoing schedule, the Loan Parties, jointly and severally covenant and agree to repay any and all unpaid principal oil the Senior Term B Notes and the Senior Term D Notes, unpaid interest, fees and other amounts due hereunder upon maturity of the Senior Term B Notes and the Senior Term D Notes, respectively.”

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     (g) Section 4.1(i)(viii) is hereby added as set forth below:

“Additional Revolving Loan Commitment Fee. On the Additional Revolving Loan Closing Date, the Loan Parties shall pay the Additional Revolving Loan Commitment Fee to ACFS; and”

     (h) Annex C to the Amended and Restated Agreement is hereby amended and restated in its entirety as set forth on Annex C, attached hereto.

     (i) Annex D to the Amended and Restated Agreement is hereby amended and restated in its entirety as set forth on Annex D, attached hereto.

2. Effect on the Amended and Restated Agreement.

     (a) Except as specifically amended herein, the Amended and Restated Agreement, and all other documents and instruments delivered pursuant to or in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

     (b) Except as specifically referenced herein, the execution, delivery and effectiveness of this Amendment No. 3 shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Amended and Restated Purchase Agreement or any documents and instruments delivered pursuant to or in connection therewith.

3. Governing Law. This Amendment No. 3 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of Maryland.

     (a) Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Amendment No. 3, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment No. 3.

     (b) Headings. Section headings in this Amendment No. 3 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 3 for any other purpose.

     (c) Counterparts. This Amendment No. 3 may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

[Remainder of this page intentionally left blank]

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 as of the day and year first above written.

LOAN PARTIES: IST ACQUISITIONS, LLC By its sole member MIRION TECHNOLOGIES, INC.
By:
	Name:
	Title:
IMAGING AND SENSING TECHNOLOGY CORPORATION
By:	/s/ Steven P. Burke
	Name:	Steven P. Burke
	Title:	CFO
IST CONAX NUCLEAR, INC.
By:	/s/ Steven P. Burke
	Name:	Steven P. Burke
	Title:	CFO
IST INSTRUMENTS, INC.
By:	/s/ Steven P. Burke
	Name:	Steven P. Burke
	Title:	CFO
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP.
By:	/s/ Steven P. Burke
	Name:	Steven P. Burke
	Title:	CFO

[SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE IST AMENDED AND RESTATED NOTE AND EQUITY PURCHASE
AGREEMENT]

QUADTEK, INC.
By:	/s/ Steven P. Burke
	Name:	Steven P. Burke
	Title:	CFO

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert J. Klein
	Name:	Robert J. Klein
	Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 3 TO THE IST AMENDED AND RESTATED NOTE AND EQUITY PURCHASE
AGREEMENT]

ANNEX C
Note Repayment Schedule

Senior Term B Notes

Payment Date1	Payment Amount
August 31, 2004	$	25,000
November 30, 2004	$	25,000
February 28, 2005	$	25,000
May 31, 2005	$	25,000
August 31, 2005	$	25,000
November 30, 2005	$	25,000
February 28, 2006	$	25,000
May 31, 2006	$	25,000
August 31, 2006	$	25,000
December 1, 2006	$	25,000
March 1, 2007	$	25,000
June 1, 2001,	$	25,000
September 1, 2007	$	25,000
December 1, 2007	$	25,000
March 1, 2008	$	25,000
June 1, 2008	$	25,000
September 1, 2008	$	25,000
December 1, 2008	$	25,000
March 1, 2009	$	25,000
June 1, 2009	$	25,000
September 1, 2009	$	25,000
December 1, 2009	$	25,000
March 1, 2010	$	25,000
May 24, 2010	$25,000 (plus any remaining unpaid outstanding amounts owing)

¹ Such Payment Date to occur on the first Business Day of the month, as set forth in this Amendment.

Senior Term D Notes

Payment Date2		Payment Amount
2005	Q4	$37,500
2006	Q4	$37,500
	Q1	$37,500
	Q2	$37,500
	December 1	$37,500
2007	March 1	$37,500
	June 1	$37,500
	September 1	$37,500
	December 1	$37,500
2008	March 1	$37,500
	June 1	$37,500
	September 1	$37,500
	December 1	$37,500
2009	March 1	$37,500
	June 1	$37,500
	September 1	$37,500
	December 1	$37,500
2010	March 1	$37,500
	June 1	$37,500
	September 1	$37,500
	December 1	$37,500
2011	March 1	$37,500
	June 1	$37,500
	September I	$37,500

Notwithstanding the foregoing schedule, to the extent not previously paid, all Senior Term D Notes and any and all unpaid interest, fees and other amounts due in connection with the Senior Term D Notes, shall be due and payable on October 21, 2011.

² Such Payment Date to occur on the first Business Day of the month, as set forth in this Amendment.

ANNEX D

Maximum Debt to EBITDA Ratio

October-05	6.25 to 1.0
January-06	6.00 to 1.0
April-06	5.75 to 1.0
July-06	5.50 to 1.0
October-06	6.25 to 1.0
January-07	6.25 to 1.0
April-07	6.00 to 1.0
July-07	6.00 to 1.0
October-07	5.75 to 1.0
January-08	5.50 to 1.0
April-08	5.50 to 1.0
July-08	5,50 to 1.0
October-08	5.25 to 1.0
January-09	5.25 to 1.0
April-09	5.25 to 1.0
July-09	5.25 to 1.0
October-09	5.25 to 1.0

EX-10.3.6

Exhibit 10.3.6

AMENDMENT NO.4 AND WAIVER
TO THE
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

     This AMENDMENT NO. 4 AND WAIVER TO THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT, dated as of December 22, 2006 (this “Amendment and Waiver”), is entered into by and among IST Acquisitions, LLC a Delaware limited liability company (successor by conversion to IST Acquisitions, Inc., the “Parent”), Imaging and Sensing Technology Corporation, a New York corporation (the “Borrower”), IST Conax Nuclear, Inc., a New York corporation, Imaging and Sensing Technology International Corp., a New York corporation, IST Instruments, Inc., a New York corporation, Quadtek, Inc., a Washington corporation (each a “Subsidiary” and collectively the “Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), the securities purchasers that are now and hereafter at any time parties to the Note Purchase Agreement (as defined below) and are listed in Annex A thereto (or any amendment or supplement thereto) (each a “Purchaser” and collectively, the “Purchasers”), and American Capital Financial Services, Inc., a Delaware corporation (“ACFS”), as administrative and collateral agent for the Purchasers (in such capacity, the “Agent”). Capitalized terms used and not defined elsewhere in this Amendment and Waiver shall have the meanings ascribed to such terms in the Note Purchase Agreement.

     WHEREAS, the parties hereto are party to the Amended and Restated Note and Equity Purchase Agreement, dated as of October 29, 2004, as amended by Amendment No. I on May 24, 2005, Amendment No. 2 on May 16, 2006 and Amendment No. 3 on September 13, 2006 (collectively, the “Note Purchase Agreement”);

     WHEREAS, pursuant to the transactions contemplated by the Master Restructuring Agreement and Plan of Merger dated as of December 22, 2005, to which the Borrower is a party, Mirion Technologies, Inc. (formerly known as Global Monitoring Systems, Inc., “Mirion”) became the sole member of Borrower; and

     WHEREAS, Borrower no longer prepares financial statements separate from Mirion and the parties hereto desire to waive prior non-compliance with existing financial covenants and to amend certain provisions of the Note Purchase Agreement to provide that financial covenants be measured based on the consolidated financial reporting of Mirion and its subsidiaries;

     WHEREAS, under Section 14.2 of the Amended and Restated Agreement, any amendment thereof requires a written instrument executed by each Loan Party and, to the extent such modification relates to the Notes, by the Agent on behalf of the Purchasers; and

     WHEREAS, the parties hereto agree and hereby do wish to amend the Note Purchase Agreement by making the changes set forth herein in accordance with Section 14.2 of the Note Purchase Agreement.

     NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto, and of the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby covenant and agree as follows:

     ARTICLE I — AMENDMENTS TO THE NOTE PURCHASE AGREEMENT

     1.1 The following definitions are hereby added to Section 1.1:

     ““Mirion” means Mirion Technologies, Inc., a Delaware corporation.”

     ““Total Debt to EBITDA Ratio” means the ratio of (a) all Indebtedness of the Loan Parties on a consolidated basis, as of a particular Measurement Date to (b) the EBITDA for the Measurement Period ending on such Measurement Date.”

     1.2 The following definitions set forth in Section 1.1 are hereby amended and restated in their entirety:

     ““Capital Expenditures” means for any period of determination capital expenditures of the Loan Parties for such period determined and consolidated in accordance with GAAP, excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed with insurance proceeds, cash awards arising from a taking by eminent domain or condemnation or cash proceeds of asset dispositions reinvested in replacement assets.”

     ““EBITDA” means for any period, without duplication, the sum of the following for the Loan Parties on a consolidated basis, each calculated for such period: (a) Net Income (as adjusted for by the Board of Directors of Mirion for non-recurring charges and specifically excluding extraordinary gains or extraordinary losses and gains or losses from sales of assets, other than inventory sold in the ordinary course of business), minus (b) interest income, plus (c) interest expense, plus (d) charges against income for Taxes, plus (e) depreciation expenses, plus (f) amortization expenses, plus (g) all non-cash compensation expenses of the Loan Parties on a consolidated basis, plus (h) Management Fees.”

     ““Fixed Charges” means, for any period, and each calculated for such period (without duplication) on a consolidated basis, (a) cash interest expense of the Loan Parties; plus (b) scheduled payments of principal with respect to all Indebtedness of the Loan Parties; plus (c) cash payment of income or franchise taxes included in the determination of Net Income, excluding any provision for deferred taxes; plus (d) payment of deferredd taxes accrued in any prior period.”

     ““Fixed Charge Coverage Ratio” means for a particular Measurement Period, the ratio of (a) EBITDA minus Capital Expenditures (exclusive of Capital Expenditures financed during such period under Capitalized Leases or other Indebtedness (Indebtedness, for this purpose, does not include advances under the Revolving Loan)), to (b) Fixed Charges, in each case of the Loan Parties on a consolidated basis during such Measurement Period.”

     ““Interest Coverage Ratio” means, for a particular Measurement Period, the ratio of (a) EBITDA to (b) cash interest expense, in each case of the Loan Parties on a consolidated basis during such Measurement Period.”

     ““Loan Parties” shall mean Borrower and any Subsidiary of Borrower who becomes a party hereto after the date hereof; provided, that for purposes of Section 7.3, and any defined terms used therein, “Loan Parties” shall mean Mirion and all of its Subsidiaries.”

     ““Net Income” means, for any period, the net income (or loss) of the Loan Parties on a consolidated basis for such period, after deduction of all expenses, taxes and other proper charges, determined in accordance with GAAP, for such period taken as a single accounting period.”

     ““Measurement Period” means the twelve (12) month period ending on a Measurement Date.”

     1.3 Section 7.3 of the Note Purchase Agreement is hereby amended and restated in its entirety as set forth below:

     “7.3 Financial Covenants,. The Loan Parties, jointly and severally, covenant and agree that, so long as all or any part of the Notes remains outstanding:

     (a) The Loan Parties shall maintain, on a consolidated basis, at the end of each fiscal quarter (each such date being a “Measurement Date”), beginning December 31, 2006:

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          (i) Minimum Fixed Charge Coverage Ratio. A minimum Fixed Charge Coverage Ratio for the Measurement Period ending on the last day of each fiscal quarter of at least 1.0 to 1.0.

          (ii) Maximum Total Debt to EBITDA Ratio. A maximum Total Debt to EBITDA Ratio as of the Measurement Date as follows:

For the Twelve Months Ended
on the Measurement Date	Ratio
December 31, 2006	6.50 to 1.0
March 31, 2007	6.50 to 1.0
June 30, 2007	6.50 to 1.0
September 30, 2007	6.50 to 1.0
December 31, 2007	6.25 to 1.0
March 31, 2008	6.25 to 1.0
June 30, 2008	6.25 to 1.0
September 30, 2008	6.00 to 1.0
December 31, 2008	6.00 to 1.0
March 31, 2009	6.00 to 1.0
June 30, 2009 and each fiscal quarter thereafter	5.50 to 1.0

          (iii) Minimum Interest Coverage Ratio. A minimum Interest Coverage Ratio for the Measurement Period ending on the Measurement Date as follows:

For the Twelve Months Ended
on the Measurement Date	Ratio
December 31, 2006	1.40 to 1.0
March 31, 2007	1.40 to 1.0
June 30, 2007 and each fiscal quarter thereafter	1.50 to 1.0

     (b) Capital Expenditures. The Loan Parties shall not make, on a consolidated basis, during any Fiscal Year any Capital Expenditures that in the aggregate (after giving effect to all such Capital Expenditures made during such Fiscal Year) exceed $7,500,000; provided, that to the extent that aggregate Capital Expenditures made, on a consolidated basis, by the Loan Parties in any Fiscal Year are less than the amount set forth above for such Fiscal Year, the lesser of (i) such excess amount and (ii) fifty percent (50%) of the amount set forth above for such Fiscal Year may be carried forward, but may be expended only in the immediately succeeding Fiscal Year. Any amount so carried forward shall be deemed made hereunder following utilization of all allowed amounts (without regard to such rollover) for Capital Expenditures in such immediately succeeding Fiscal Year.”

     ARTICLE II — WAIVER

     2.1 Subject to the terms and conditions herein, the Agent hereby waives any past or present Events of Default arising under Section 8.1(d) of the Note Purchase Agreement resulting from the failure of the Borrower to comply with Section 7.3 of the Note Purchase Agreement.

     2.2 Except as set forth in Section 2.1., the Agent hereby reserves all rights and remedies granted to the Agent and the Purchasers under the Note Purchase Agreement or applicable law or otherwise and nothing contained herein shall be construed to limit, impair or otherwise affect the right of the Agent and the Purchasers to declare an Event of Default with respect to any future non-compliance with any covenant, term or provision of the Note Purchase Agreement or any other document now or hereafter executed and delivered in connection therewith.

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     ARTICLE III — MISCELLANEOUS

     3.1 All references to the Note Purchase Agreement in the Note Purchase Agreement, the Purchase Documents and the other documents and instruments delivered pursuant to or in connection therewith shall mean the Note Purchase Agreement as amended hereby and as such may in the future be amended, restated, supplemented or modified from time to time.

     3.2 This Amendment and Waiver may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement.

     3.3 Delivery of an executed counterpart of a signature page by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart.

     3.4 This Amendment and Waiver shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Maryland.

     3.5 The parties hereto shall, at any time and from time to time following the execution of this Amendment and Waiver, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment and Waiver.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment and Waiver as of the day and year first above written.

LOAN PARTIES: 1ST ACQUISITIONS, LLC By its sole member MIRION TECHNOLOGIES, INC.
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	Chairman & CEO
IMAGING AND SENSING TECHNOLOGY CORPORATION
By:	/s/ Steven P. Burke
	Name:	Steven P. Burke
	Title:	CFO
1ST CONAX NUCLEAR, INC.
By:	/s/ Steven P. Burke
	Name:	Steven P. Burke
	Title:	CFO
IST INSTRUMENTS, INC.
By:	/s/ Steven P. Burke
	Name:	Steven P. Burke
	Title:	CFO
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP.
By:	/s/ Steven P. Burke
	Name:	Steven P. Burke
	Title:	CFO
QUADTEK, INC.
By:	/s/ Steven P. Burke
	Name:	Steven P. Burke
	Title:	CFO

[SIGNATURE PAGE TO AMENDMENT NO, 4 AND WAIVER TO THE 1ST NEPA]

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

ACS FUNDING TRUST I

By: AMERICAN CAPITAL SYRATEGIES, LTD.,
as Servicer

By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

ACAS BUSINESS LOAN TRUST 2006-1 

By: AMERICAN CAPITAL STRATEGIES, LTD.,
as Servicer

By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

[SIGNATURE PAGE TO AMENDMENT NO, 4 AND WAIVER TO THE 1ST NEPA]

EX-10.3.7

Exhibit 10.3.7

AMENDMENT NO. 4
TO THE
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

     This AMENDMENT NO. 4 TO THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT, dated as of July 20, 2007 (this “Amendment No. 4”), is entered into by and among IST Acquisitions, LLC a Delaware limited liability company (successor by conversion to IST Acquisitions, Inc., the “Parent”), Imaging and Sensing Technology Corporation, a New York corporation (the “Borrower”), IST Conax Nuclear, Inc., a New York corporation, Imaging and Sensing Technology International Corp., a New York corporation, IST Instruments, Inc., a New York corporation, Quadtek, Inc., a Washington corporation (each a “Subsidiary” and collectively the “Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), the securities purchasers that are now and hereafter at any time parties to the Amended and Restated Agreement (as defined below) and are listed in Annex A thereto (or any amendment or supplement thereto) (each a “Purchaser” and collectively, the “Purchasers”), and American Capital Financial Services, Inc., a Delaware corporation (“ACFS”), as administrative and collateral agent for the Purchasers (in such capacity, the “Agent”). Capitalized teilns used and not defined elsewhere in this Amendment shall have the meanings ascribed to such terms in the Amended and Restated Agreement.

     WHEREAS, the parties hereto are party to the Amended and Restated Note and Equity Purchase Agreement, dated as of October 29, 2004, as amended by Amendment No. 1 on October 21, 2005, Amendment No. 2 on May 16, 2006, and Amendment No. 3 on September 13, 2006 (the “Amended and Restated Agreement”);

     WHEREAS, under Section 14.2 of the Amended and Restated Agreement, any amendment thereof requires a written instrument executed by each Loan Party and, to the extent such modification relates to the Notes, by the Agent on behalf of the Purchasers; and

     WHEREAS, the parties hereto agree and hereby do wish to amend the Amended and Restated Agreement by making the changes set forth herein in accordance with Section 14.2 of the Amended and Restated Agreement.

     NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto, and of the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby covenant and agree as follows:

     1. Amendments. The Amended and Restated Agreement is hereby amended as follows:

     (a) The following definitions set forth in Section 1.1 are hereby amended and restated in their entirety:

          ““Revolving Loan Commitment” shall mean the amount of $20,250,000.”

     (b) The following definitions are hereby added to Section 1.1:

““Second Additional Revolving Loan Amount” shall mean an amount equal to $10,000,000.”

““Second Additional Revolving Loan Closing Date” shall mean the date on which the Revolving Loan Commitment is increased to $20,250,000.”

““Second Additional Revolving Loan Commitment Fee” shall mean an amount equal to 2% of the Second Additional Revolving Loan Amount (i.e. an amount equal to $200,000).”

     (c) Section 4.1(i)(ix) is hereby added as set forth below:

“Second Additional Revolving Loan Commitment Fee. On the Second Additional Revolving Loan Closing Date, the Loan Parties shall pay the Second Additional Revolving Loan Commitment Fee to ACFS; and”

2. Effect on the Amended and Restated Agreement.

     (a) Except as specifically amended herein, the Amended and Restated Agreement, and all other documents and instruments delivered pursuant to or in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

     (b) Except as specifically referenced herein, the execution, delivery and effectiveness of this Amendment No. 4 shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Amended and Restated Purchase Agreement or any documents and instruments delivered pursuant to or in connection therewith.

3. Governing Law. This Amendment No. 4 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of Maryland.

4. Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Amendment No. 4, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment No. 4.

5. Headings. Section headings in this Amendment No. 4 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 4 for any other purpose.

6. Counterparts. This Amendment No. 4 may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

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[Remainder of this page intentionally left blank]

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 as of the day and year first above written.

LOAN PARTIES: IST ACQUISITIONS, INC. By its sole member MIRION TECHNOLOGIES, INC.
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	CEO
IMAGING AND SENSING TECHNOLOGY CORPORATION
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	CEO
IST CONAX NUCLEAR, INC.
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	CEO
IST INSTRUMENTS, INC.
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	CEO
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP.
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	CEO
QUADTEK, INC.
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	CEO

[SIGNATURE PAGE TO AMENDMENT NO. 4 TO THE 1ST AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT]

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 4 TO THE 1ST AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT]

EX-10.3.8

Exhibit 10.3.8

AMENDMENT NO. 5

to the

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

IST ACQUISITIONS, LLC.

IMAGING AND SENSING TECHNOLOGY CORPORATION AND
CERTAIN OF THE SUBSIDIARIES OF
IMAGING AND SENSING TECHNOLOGY CORPORATION

AS LOAN PARTIES

AND

AMERICAN CAPITAL FINANCIAL SERVICES, INC.

AS AGENT

and

THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO

Date of Amendment No. 5: May 14,2008
Date of Amendment No. 4: September 13, 2006
Date of Amendment No. 3: May 16,2006
Date of Amendment No. 2: December 22, 2005
Date of Amendment No. 1: May 24, 2005
Original Date: October 29, 2004

AMENDMENT NO. 5
to the
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

     THIS AMENDMENT NO. 5, dated May 14, 2008 (this “Amendment”), amends THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (as amended to date, the “Agreement”), dated as of October 29, 2004, and is by and among IST ACQUISITIONS, LLC, a Delaware limited liability company (“Patent”), IMAGING AND SENSING TECHNOLOGY CORPORATION, a New York corporation (“Borrower”), IST CONAX NUCLEAR, INC., a New York corporation, IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP., a New York corporation, IST INSTRUMENTS, INC., a New York corporation, QUADTEK, INC., a Washington corporation (each a “Subsidiary” and collectively the “Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), the securities purchasers that are now and hereafter at any time parties thereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).

RECITALS

     A. The parties hereto were party to a Note and Equity Purchase Agreement, dated as of October 29, 2004 (the “Original Purchase Agreement”);

     B. The parties hereto are party to the Agreement, pursuant to which the original Purchase Agreement was amended and restated;

     C. The Loan Parties, Purchasers and the Agent have agreed to enter into this Amendment to amend the Agreement, in order to amend of certain terms of the Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions. Capitalized terms used and not defined elsewhere in this Amendment are as defined in the Agreement.

2. Amendment. Section 2.3(a) of the Agreement is hereby amended and restated in its entirety as follows:

“(a) Subject to the terms and conditions set forth in this Agreement, on or after the Closing Date and to, but excluding, October 14, 2010 (the “Revolving Loan Termination Date”), Purchasers shall, severally, on a pro rata basis based on the percentages specified to Agent, make loans and advances to the Loan Parties on a revolving credit basis (collectively, the “Revolving Loans” in an aggregate amount outstanding at any time up to the Revolving Loan Commitment Amount.

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From and after the a Closing, the Revolving Loans shall be evidenced by a promissory note made by the Loan Parties in favor of Purchasers (the “Revolving Notes”) in the. form attached hereto as Exhibit A-4 to be delivered by the Loan parties at the Closing. The date and amount of each Revolving Loan made by Purchasers and each payment on account of principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such recordation shall not affect the obligations of the Loan Parties to make payments when due of any amounts owing in respect of the Revolving Loans.”

3. Representations and Warranties. Each Loan Party hereby represents and warrants as follows:

     (a) This Amendment constitutes a legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

     (b) Such Loan Party has no defense, counterclaim or offset with respect to the Agreement or the Notes.

4. Agent’s Fees and Expenses. The Loan Parties shall pay or cause to be paid to Agent or its designee a fee in the amount of $1,000 in consideration for the preparation and negotiation of the Amendment

5. Effect on the Agreement.

     (a) All references to the Amended and Restated Purchase Agreement in the Agreement and the other documents and instruments delivered pursuant to or in connection therewith shall mean the Agreement as amended hereby and as such may in the future be amended, restated, supplemented or modified from time to time.

     (b) Except as specifically amended herein, the Agreement, and all other documents and instruments delivered pursuant to or in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

     (c) Except as specifically referenced herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Agreement or any documents and instruments delivered pursuant to or in connection therewith.

6. Governing Law. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of Maryland.

7. Further Assurances. The parties hereto shall, at anytime and from time to time following the execution of this Amendment, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment.

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8. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

9. Counterparts. This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement

[THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

LOAN PARTIES: IST ACQUISITIONS, LLC. By its sole member Mirion Technologies, Inc
By:	/s/ Thomas Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer
IMAGING AND SENSING TECHNOLOGY CORPORATION
By:	/s/ Mohammed Sadki
	Name:	Mohammed Sadki
	Title:	Treasurer
IST CONAX NUCLEAR, INC.
By:	/s/ Mohammed Sadki
	Name:	Mohammed Sadki
	Title:	Treasurer
IST INSTRUMENTS, INC.
By:	/s/ Mohammed Sadki
	Name:	Mohammed Sadki
	Title:	Treasurer
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP.
By:	/s/ Mohammed Sadki
	Name:	Mohammed Sadki
	Title:	Treasurer

SIGNATURE PAGE: IST NEPA AMENDMENT NO. 5

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES INC.
By:	/s/ Robert J. Klein
	Name:	Robert J. Klein
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert J. Klein
	Name:	Robert J. Klein
	Title:	Managing Director
ACS FUNDING TRUST I
By:	AMERICAN CAPITAL STRATEGIES, LTD., its
	Servicer
By:	/s/ Robert J. Klein
	Name:	Robert J. Klein
	Title:	Managing Director

SIGNATURE PAGE: IST NEPA AMENDMENT NO. 5

QUADTEK, INC.
By:	/s/ Thomas Logan
	Name:	Thomas D. Logan
	Title:	Director

SIGNATURE PAGE: IST NEPA AMENDMENT NO. 5

EX-10.3.9

Exhibit 10.3.9

GUARANTY

     GUARANTY (the “Guaranty”), dated as of January 1, 2006 of Global Monitoring Systems, Inc. (“GMS”) in favor of American Capital Financial Services, Ltd., as agent (the “Agent”) for the benefit of the purchasers (the “Purchasers”) identified on Annex A to the Amended and Restated Note and Equity Purchase Agreement dated as of October 29, 2004 by and among IST Acquisitions, Inc., a Delaware corporation (“Parent”), Imaging and Sensing Technology Corporation, a New York corporation (“Borrower”), IST Conax Nuclear, INC., a New York corporation, I.S. Technology de Puerto Rico, Inc., a Delaware corporation, Imaging and Sensing Technology Ineternational Corp., a New York corporation, IST Instruments, Inc., a New York corporation, Quadtek, Inc., a Washington corporation (together with Borrower and Parent, the “Loan Parties”) and Agent, as amended (collectively, the Purchase Agreement”).

     WHEREAS, pursuant to the terms of the Purchase Agreement, the Purchasers have agreed to lend the Loan Parties: (i) $15,000,000 in aggregate principal amount as evidenced by the Senior Term A Notes due May 24, 2009, (ii) $7,500,000 in aggregate principal amount as evidenced by the Senior Term B Notes due May 24, 2010, (iii) $4,000,000 in aggregate principal amount as evidenced by the Senior Term C Notes due October 29, 2011; (iv) $7,500,000 in aggregate principal amount as evidenced by the Senior Subordinated Notes due May 24, 2011; (v) $1,250,000 in aggregate principal amount as evidenced by the Junior Subordinated Notes due May 24, 2012 and (vi) a Revolving Loan Facility in a maximum aggregate principal amount of $5,250,000 as evidenced by the Revolving Notes of the Loan Parties payable to the Purchasers (together, the “Notes”);

     WHEREAS, pursuant to the Master Restructuring Agreement, dated as of December 22, 2005 among GMS, Parent and the other parties thereto, the stockholders of Parent will contribute their shares of Parent to GMS in exchange for shares of GMS (the “Restructuring”).

     WHEREAS, immediately after the effectiveness of the Restructuring, Parent proposes to to convert into a limited liability company under the laws of Delaware (the “Conversion”);

     WHEREAS, Parent has requested that the Agent and Purchasers consent to the Conversion and Restructuring and waive the applicability of any provisions of the Purchase Agreement that may be breached as a result of the Conversion and Restructuring (the “Consent”);

     WHEREAS, it is a condition to the Consent by the Agent and Purchaser that GMS enter into this Guaranty and that GMS enter into a Pledge and Security Agreement in the form attached to the Consent to secure GMS’s obligations hereunder; and

     WHEREAS, GMS is willing to enter into this Guaranty to provide additional security for the payment and performance of the obligations under the terms of the Purchase Agreement; and

     WHEREAS, capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Purchase Agreement.

     NOW, THEREFORE, GMS hereby agrees:

     Section 1. Guaranty by GMS. From and after the date hereof, GMS hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise (including, without limitation, upon a demand in the event of an Event of Default under the Purchase Agreement) in accordance herewith, the Notes and all other Obligations of the Loan Parties under the Notes and any other Purchase Document (the “Guaranteed Obligations”), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery is or hereafter may become barred by any statute of limitations, whether or not enforceable, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the United States Bankruptcy Code and any amendments thereto (Title 11, United States Code) (the “Bankruptcy Code”) whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection. GMS hereby further agrees that, if any payment made by the Loan Parties or GMS and applied to the Guaranteed Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such payment or repayment, GMS’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of GMS in respect of the amount of such payment.

     Section 2. Authorization; Other Agreements. Agent, for the benefit of Purchasers is hereby authorized, without notice to, or demand upon, GMS, which notice and demand requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of GMS hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to do each of the following:

     (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guaranteed Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including any Transaction Document) now or hereafter executed by the Loan Parties and delivered to Agent or any Purchaser, including any increase or decrease of principal or the rate of interest thereon;

     (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guaranteed Obligations, or any part thereof, or any other instrument or agreement in respect of the Guaranteed Obligations (including any Transaction Document) now or hereafter executed by the Loan Parties and delivered to Agent or any Purchaser;

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     (c) accept partial payments on the Guaranteed Obligations;

     (d) receive, take and hold additional security or collateral for the payment of the Guaranteed Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral;

     (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guaranteed Obligations or any part of them or any other guaranty therefor, in any manner;

     (f) add, release or substitute any one or more other guarantors, makers or endorsers of the Guaranteed Obligations or any part of them and otherwise deal with the Loan Parties or any other guarantor, maker or endorser;

     (g) apply to the Guaranteed Obligations any payment or recovery from the Loan Parties, from GMS or from any other guarantor, maker or endorser of the Guaranteed Obligations or any part of them, in each case whether such Guaranteed Obligations are secured or unsecured or guaranteed or not guaranteed by others;

     (h) apply to the Guaranteed Obligations any payment or recovery from GMS of any sum realized from security furnished by the Loan Parties upon their indebtedness or obligations to the Agent or any Purchaser, in each case whether or not such indebtedness or obligations relate to the Guaranteed Obligations; and

     (i) refund at any time any payment received by Agent or any Purchaser in respect of any Obligation, and payment to Agent or any Purchaser of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of GMS hereunder in respect of the amount so refunded; even if any right of reimbursement or subrogation or other right or remedy of GMS is extinguished, affected or impaired by any of the foregoing (including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guaranteed Obligations that impairs any subrogation, reimbursement or other right of GMS).

     Section 3. Guaranty Absolute and Unconditional. GMS hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of any of the following:

     (a) the invalidity or unenforceability of any Loan Party’s obligations under the Purchase Agreement, the Notes or any other Transaction Document, or any security for, or other guaranty of the Guaranteed Obligations or any part of them or the lack of perfection or continuing perfection or failure of priority of any security in the Guaranteed Obligations or any part of them;

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     (b) the absence of any attempt to collect the Guaranteed Obligations or any part of them from the Loan Parties or other action to enforce the same;

     (c) the Agent’s or any Purchaser’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;

     (d) any borrowing or grant of a Lien by the a Loan Party, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code;

     (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Agent’s or any Purchaser’s claim (or claims) for repayment of the Guaranteed Obligations;

     (f) any use of cash collateral under Section 363 of the Bankruptcy Code;

     (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;

     (h) the avoidance of any Lien in favor of the Agent or any Purchaser for any reason;

     (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Loan Party, or any of the Loan Parties’ other Subsidiaries, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;

     (j) failure by the Agent or any Purchaser to file or enforce a claim against any Loan Party or its estate in any bankruptcy or insolvency case or proceeding;

     (k) any action taken by the Agent or any Purchaser if such action is authorized hereby;

     (l) Loan Parties’ inability to pay the Guaranteed Obligations, whether by contractual obligation or otherwise;

     (m) any election following the occurrence of an Event of Default by the Agent or any Purchaser to proceed separately against the personal property Collateral in accordance with the Agent’s or any Purchaser’s rights under the Uniform Commercial Code or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with the Agent’s or any Purchaser’s rights with respect to such real property; or

     (n) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full of the Guaranteed Obligations.

     Section 4. Waivers. GMS hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Guaranteed Obligations or any part of them, and any defense

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arising by reason of any disability or other defense. GMS shall not, until the Guaranteed Obligations are irrevocably paid in full and have been terminated, assert any claim or counterclaim it may have against any of the Loan Parties or set off any of its obligations to the Loan Parties against any obligations of the Loan Parties to it. In connection with the foregoing, GMS covenants that its obligations hereunder shall not be discharged, except by complete performance.

     Section 5. Reliance. GMS hereby assumes responsibility for keeping itself informed of the financial condition of the Loan Parties and any endorser and other guarantor of all or any part of the Guaranteed Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent inquiry would reveal, and GMS hereby agrees that the Agent or any Purchaser shall have no duty to advise GMS of information known to it regarding such condition or any such circumstances. In the event the Agent or any Purchaser, in its sole discretion, undertakes at any time or from time to time to provide any such information to GMS, the Agent or any Purchaser shall be under no obligation (a) to undertake any investigation not a part of its regular business routine, (b) to disclose any information that the Agent or any Purchaser, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) to make any other or future disclosures of such information or any other information to GMS.

     Section 6. Waiver of Subrogation and Contribution Rights. Until the Guaranteed Obligations have been irrevocably paid in full and have been terminated, GMS shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Agent or any Purchaser or any part of them against the Loan Parties or any right of reimbursement or contribution or similar right against the Loan Parties by reason of this Guaranty or by any payment made in respect of the Guaranteed Obligations.

     Section 7. Default; Remedies. If any of the Guaranteed Obligations are not paid when due or upon any default by the Loan Parties as provided in any other instrument or document evidencing all or any part of the Guaranteed Obligations, the Agent or any Purchaser may, at its sole election, proceed directly and at once, without notice, against GMS to collect and recover the full amount or any portion of the Guaranteed Obligations then due, without first proceeding against the Loan Parties.

     Section 8. Irrevocability. This Guaranty shall be irrevocable as to the Guaranteed Obligations (or any part thereof) until all monetary Guaranteed Obligations then outstanding have been irrevocably repaid in cash or otherwise irrevocably discharged, at which time this Guaranty shall automatically be cancelled. Upon such cancellation and at the written request of GMS or their successors or assigns, and at the cost and expense of GMS or its successors or assigns, the Agent or any Purchaser shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.

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     Section 9. No Marshalling. GMS consents and agrees that neither the Agent nor any Purchaser nor any Person acting for or on behalf of the Agent or any Purchaser shall be under any obligation to marshal any assets in favor of GMS or against or in payment of any or all of the Guaranteed Obligations.

     Section 10. Authority of Agent. GMS acknowledges that the rights and responsibilities of the Agent under this Guaranty with respect to any action taken by the Agent or the exercise or non-exercise by the Agent of any option, right, request, judgment or other right or remedy provided for in this Guaranty or resulting or arising out of this Guaranty shall, as between the Agent and the Purchasers, be governed by the Purchase Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and GMS, the Agent shall be conclusively presumed to be acting as agent for the Purchasers with full and valid authority so to act or refrain from acting.

     Section 11. Notices. All notices, requests and demands to or upon the Agent, any Purchaser or GMS to be effective shall be in writing (including by telecopy) and, unless otherwise expressly provided in this Guaranty, shall be deemed to have been duly given or made when delivered by hand, or five (5) Business Days after being deposited in the mail, postage prepaid, or in the case of telecopy notice, when received, addressed as follows:

     (a) if to the Agent, at the address provided in Section 15.6 of the Purchase Agreement; and

     (b) if to GMS, at the following address:

Global Monitoring Systems, Inc.
c/o American Capital Strategies, Ltd.
461 Fifth Avenue, 26th Floor
New York, NY 10017
Attention:            Robert Klein
                            Dustin Smith
Fax: (212) 213-2060

     Section 12. Governing Law. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of Maryland, without regard to conflict of law principles.

     Section 13. Severability. Any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Guaranty, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 14. Integration. This Guaranty, the Purchase Agreement and the Note represents the entire agreement of GMS, the Agent and the Purchasers with respect to the subject matter expressed in this Guaranty, and there are no promises, undertakings, representations or warranties by GMS, the Agent or any Purchaser relative to the subject matter of this Guaranty

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that is not expressly set forth or referred to in this Guaranty, the Purchase Agreement or the Note. Any previous agreement between GMS, the Agent or the Purchasers with respect to the subject matter of this Guaranty is superseded by this Guaranty, the Purchase Agreement and the Note.

     Section 15. Amendments in Writing; No Waiver; Cumulative Remedies.

          (a) None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except pursuant to a written instrument executed by the parties hereto.

          (b) No failure to exercise, nor any delay in exercising, on the part of the Agent or any Purchaser, any right, power or privilege under this Guaranty shall operate as a waiver of this Guaranty. No single or partial exercise of any right, power or privilege under this Guaranty shall preclude any other or further exercise of this Guaranty or the exercise of any other right, power or privilege. A waiver by the Agent or any Purchaser of any right or remedy under this Guaranty on any one occasion shall not be construed as a bar to any right or remedy that the Agent or such Purchaser would otherwise have on any future occasion.

          (c) The rights and remedies provided in this Guaranty are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

     Section 16. Interpretation. The headings of the sections of this Guaranty are inserted for convenience only and shall not be deemed to constitute a part hereof for any other purpose.

     Section 17. Attorney’s Cost. GMS agrees to pay all attorney’s fees and disbursements and all other actual costs and expenses which may be incurred by the Purchasers or the Agent in enforcing or obtaining advice of counsel in respect of any rights with respect to this Guaranty, or collecting any or all of the amounts due under the Note or enforcing any rights with respect to, or collecting against, GMS under this Guaranty.

     Section 18. Currency of Payment. Any payment to be made by GMS pursuant to this Guaranty shall be made in the same currency as designated for payment in the Note and such designation of the currency of payment is of the essence.

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     IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered as of the date first above written.

GLOBAL MONITORING SYSTEMS, INC.
By:	/s/ Thomas Logan
Name:	Thomas Logan
Title:	President
AMERICAN CAPITAL FINANCIAL SERVICES, INC., as Agent
By:	/s/ Robert J. Klein
Name:	Robert J. Klein
Title:

signature page to the gms/ist nepa cross guaranty

EX-10.3.10

Exhibit 10.3.10

WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT

     THIS WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver”) is made and entered into as of June 15, 2009 by and among IST ACQUISITIONS, LLC, a Delaware limited liability company (“Parent”), MIRION TECHNOLOGIES (IST) CORPORATION (fka IMAGING AND SENSING TECHNOLOGY CORPORATION), a New York corporation (“Borrower”), MIRION TECHNOLOGIES (CONAX NUCLEAR), INC. (fka IST CONAX NUCLEAR, INC.), a New York corporation, IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP., a New York corporation, IST INSTRUMENTS, INC., a New York corporation, QUADTEK, INC., a Washington corporation (each a “Subsidiary” and collectively the “Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), the securities purchasers that are now and hereafter at any time parties thereto, the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).

RECITALS

     WHEREAS, the Loan Parties, Agent and the Purchasers are parties to that certain Amended and Restated Note and Equity Purchase Agreement, dated as of October 29, 2004 (as amended from time to time, the “Purchase Agreement”), pursuant to which the Purchasers purchased Notes issued by the Loan Parties;

     WHEREAS, as part of a project to change the corporate names of the operating companies within the Mirion corporate group, certain of the Loan Parties or their Affiliates have changed, or are changing, their corporate names; namely, I&ST Canada Inc. to Mirion Technologies (IST Canada) Inc.; Imaging and Sensing Technology Ltd. to Mirion Technologies (IST) Ltd.; IST Auxitrol Nuclear SAS to Mirion Technologies (IST France) SAS; Imaging and Sensing Technology Corporation to Mirion Technologies (IST) Corporation; and, IST Conax Nuclear, Inc. to Mirion Technologies (Conax Nuclear), Inc. (collectively, the “Newly Named Parties”);

     WHEREAS, as part of the broader name change project within the Mirion corporate group, Mirion Technologies (IST) Ltd. (fka Imaging and Sensing Technology Ltd.) created a new corporation having neither assets nor employees (the “Shell Subsidiary”), solely for purposes of protecting the trade name “Imaging and Sensing Technology Ltd.” in the United Kingdom;

     WHEREAS, Quadtek, Inc., Imaging and Sensing Technology International Corporation and IST Instruments, Inc. (the “Dormant Parties”) are each dormant entities with no on-going operations and no employees and Borrower desires to dissolve the Dormant Parties, pursuant to the laws of the jurisdictions in which they are domiciled, in order to simplify the corporate structure and reduce overall administrative costs;

     WHEREAS, I.S. Technology de Puerto Rico, Inc., a Delaware corporation (“IST PR”), a Loan Party under the Purchase Agreement, has been sold by Parent in a transaction and the Loan Parties, Purchaser and Agent now desire to memorialize the Purchasers’ waiver and consent for such prior sale;

     WHEREAS, as part of efforts to ensure consistency in the financial statements of Mirion Technologies, Inc. (“Mirion”) and the Loan Parties, each of which is indirectly wholly owned by Mirion, the Loan Parties have changed, or may change their Fiscal Year to end on June 30^th of each year and the Loan Parties, Purchaser and Agent now desire to memorialize the Purchasers’ waiver and consent for such changes;

     WHEREAS, as part of an international tax restructuring of the Mirion corporate group, the Loan Parties, each of which is an indirect wholly owned subsidiary of Mirion, and IST Acquisitions, LLC (the “Transferor”) desire to transfer equity ownership of its wholly owned subsidiary, Mirion Technologies (IST France) SAS (fka IST Auxitrol Nuclear SAS) to its Affiliate Dosimetry Acquisitions (U.S.) LLC;

     WHEREAS, the Purchase Agreement requires the Loan Parties to maintain audit committees and Mirion has undertaken, by and on behalf of the Loan Parties, to complete one consolidated audit including the financial results of the Loan Parties;

     WHEREAS, Agent and Purchasers have agreed to waive sections of the Purchase Agreement with respect to the above matters, as set forth and subject to the terms and conditions in this Waiver;

     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth, and intending to be legally bound hereby, covenant and agree as follow:

ARTICLE 1

WAIVERS TO PURCHASE AGREEMENT

     1.1 Waiver with Respect to Name Changes.

          1.1.1 Waiver of Notice Period for Changed or Additional Business Names. The Purchasers hereby waive the Loan Parties’ obligations and the Purchasers’ rights, solely with respect to the Newly Named Parties’ obligations to provide at least 30 days advance written notice of a change to its corporate name and establishment of additional trade names, under the Purchase Agreement, including without limitation Section 7.2(p), and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

          1.1.2 Waiver of Loan Parties Covenants Prohibiting the Establishment of Subsidiaries. The Purchasers hereby waive the Loan Parties’ obligations and the Purchasers’ rights, solely with respect to formation of the Shell Subsidiary, under the Purchase Agreement, including without limitation Section 7.2(l), and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

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     1.2 Waiver with Respect to the Dormant Parties and IST PR.

          1.2.1 Waiver of Loan Parties’ Covenants to Preserve Existence and Property. The Purchasers hereby waive the Loan Parties’ obligations and Purchasers’ rights, solely with respect to the dissolution of the Dormant Parties and with respect to the prior sale by Borrower of IST PR, under the Purchase Agreement, including without limitation Sections 7.1(a) and 7.1(b), and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

          1.2.2 Waiver of Loan Parties’ Covenants Not to Merge or Sell Assets. The Purchasers hereby waive the Loan Parties’ obligations and Purchasers’ rights under the Purchase Agreement solely with respect to the prior sale of IST PR, including without limitation Section 7.2(e) of the Purchase Agreement, and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

          1.2.3 Waiver of Loan Parties’ Covenants Not to Amend Charter Documents or Bylaws. The Purchasers hereby waive the Loan Parties’ obligations and Purchasers’ rights under the Purchase Agreement solely with respect to amendments, modifications, termination or waiver of Charter Documents or Bylaws in connection with the dissolution of the Dormant Parties and the prior sale of IST PR, including without limitation Section 7.2(k) of the Purchase Agreement, and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

          1.2.4 Waiver of Purchasers’ Rights in the Event of Dissolution of a Loan Party. The Purchasers hereby waive the Loan Parties’ obligations and Purchasers’ rights, solely with respect the dissolution of the Dormant Parties and the prior sale of IST PR, under the Purchase Agreement, including without limitation Section 13.4(b), and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

     1.3 Waiver of Fiscal Year Covenant. The Purchasers hereby waive the Loan Parties’ obligations and Purchasers’ rights, solely with respect to the Loan Parties that have changed, or may change, their Fiscal Year to end on June 30^th of each year, under the Purchase Agreement, including without limitation Section 7.2(n), and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

     1.4 Waiver with Respect to International Tax Restructuring. The Purchasers hereby waive the Loan Parties’ obligations and Purchasers’ rights, solely with respect to the Transferor’s transfer of equity ownership in Mirion Technologies (IST France) SAS to Transferor’s Affiliate, under the Purchase Agreement, including without limitation Sections 7.2(e) and 7.2(f), and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

     1.5 Waiver of Audit Committee and Compensation Committee Requirement. The Purchasers hereby waive the Loan Parties’ obligations and Purchasers’ rights solely with respect to the requirement that the Loan Parties maintain an audit committee and

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compensation committee, under the Purchase Agreement, including without limitation Sections 7.1(i)(iii) and 7.1(iv) of the Purchase Agreement, and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

     1.6 Waiver of Board of Directors Covenant. The Purchasers hereby waive the Loan Parties’ obligations and Purchasers’ rights solely with respect to the requirements under Section 7.1(i) of the Purchase Agreement, and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

ARTICLE 2

AMENDMENTS

     2.1 Amendment with Respect to Name Change. All references to the former names of the Newly Named Parties in the Purchase Agreement (and in all other provisions of the Transaction Documents) shall be replaced with the new names of the Newly Named Parties upon completion.

     2.2 Amendment with Respect to Board of Directors Covenant. Section 7.1(i) is hereby amended and restated in its entirety to read as follows:

          “(i) Governance.

     (i) Intentionally Deleted.

     (ii) Agent may designate an observer, without voting rights, who will be entitled to attend all committee and member meetings of Parent. Any observer designated by Purchasers shall be entitled to notice of all such meetings and to all information provided to the meeting attendees. Such observer shall receive the same compensation as other non-employee committee members and, in any case, receive reimbursement for reasonable out-of-pocket expenses from Parent incurred in connection with attendance at committee and member meetings.

     (iii) Intentionally deleted.

     (iv) Intentionally deleted.

     (v) All rights of Purchasers under this Section 7.1(i) shall be exercised by Required Purchasers.

     (vi) Parent hereby agrees that, notwithstanding the fiduciary duties a member may have as a member manager of Parent, any observer described in this Section 7.1(i) may share with Agent or any Purchaser and such Purchaser’s legal and financial advisors any confidential information related to the business and operations of the Loan Parties disclosed to him during his participation as an observer to

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the meetings, unless the member manager specifically directs that such confidential information not be so disclosed.”

     2.3 Amendment with Respect to Fiscal Year Covenant. Section 7.2(n) is hereby amended by replacing the words “April 30” with “June 30.”

ARTICLE 3

EFFECT OF WAIVER

     3.1 No Waiver or Novation. Except for the waivers and amendments contemplated by this Waiver, the execution, delivery and effectiveness of this Waiver shall not (i) operate as a waiver of any future Event of Default, right, power or remedy of the Purchasers, whether created by contract, at law or in equity, (ii) constitute a waiver of, or consent to and departure from, any provision of the Purchase Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith (the “Note Documents”), or (iii) be construed and/or deemed to be a satisfaction, novation, cure, modification, amendment or release of the Notes, the Purchase Agreement or the other Note Documents.

     3.2 Ratification. Except as expressly modified hereby, the Purchase Agreement and all other Note Documents, shall remain in full force and effect, and are hereby ratified and confirmed.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

     4.1 Representations and Warranties. The Loan Parties, jointly and severally, represent and warrant to Agent and the Purchasers that (a) they have full power and authority to execute and deliver this Waiver and to perform their obligations hereunder, (b) upon the execution and delivery hereof, this Waiver will be valid, binding and enforceable against the Loan Parties in accordance with its terms and (c) such Loan Party has no defense, counterclaim or offset with respect to the Agreement or the Notes.

ARTICLE 5

CONDITIONS PRECEDENT

     5.1 Conditions Precedent. The effectiveness of this Waiver is subject to Agent’s receipt from the Loan Parties, on or before the date hereof, of an original of this Waiver, duly executed, and delivered in a manner satisfactory to Agent.

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ARTICLE 6

AGENT FEES

     6.1 Agent’s Fees and Expenses. The Loan Parties shall pay or cause to be paid to Agent or its designee a fee in the amount of $3,000 in consideration for the negotiation of the Waiver.

ARTICLE 7

MISCELLANEOUS

     7.1 Affirmations. The Loan Parties hereby: (i) affirm all the provisions of the Purchase Agreement, as modified by this Waiver, and all the provisions of each of the other Transaction Documents, (ii) agree that the terms and conditions of the Purchase Agreement, as modified by this Waiver, and all other Transaction Documents, as modified by the Waiver, shall continue in full force and effect, and (iii) except as specifically referenced herein, the execution, delivery and effectiveness of this Waiver shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Agreement or any documents and instruments delivered pursuant to or in connection therewith.

     7.2 Governing Law. This Waiver shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws.

     7.3 Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Waiver, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Waiver. The Purchasers shall file all necessary instruments to terminate any secured interests in IST PR and the Dormant Parties that exist.

     7.4 Headings. Section headings in this Waiver are included herein for convenience of reference only and shall not constitute a part of this Waiver for any other purpose.

     7.5 Counterparts. This Waiver may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

     7.6 Severability. Whenever possible, each provision of this Waiver shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Waiver is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Waiver.

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     7.7 Facsimile Signatures. This Waiver may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

     7.8 Integration. This Waiver, the Purchase Agreement and the other Transaction Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

     7.9 Defined Terms. Capitalized terms used in this Waiver and not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.

     7.10 No Third Party Beneficiaries. The terms and provisions of this Waiver shall be for the sole benefit of the parties hereto and their respective successors and assigns; no other person, firm, entity or corporation shall have any right, benefit or interest under this Waiver.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Waiver as of the day and year first above written.

LOAN PARTIES: IST ACQUISITIONS, LLC By its sole member Mirion Technologies, Inc.
By:	/s/ Thomas D. Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer
MIRION TECHNOLOGIES (IST) CORPORATION
By:	/s/ Seth B. Rosen
	Name:	Seth B. Rosen
	Title:	Secretary
MIRION TECHNOLOGIES (CONAX NUCLEAR), INC.
By:	/s/ Seth B. Rosen
	Name:	Seth B. Rosen
	Title:	Secretary
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORPORATION
By:	/s/ Thomas D. Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer
IST INSTRUMENTS, INC.
By:	/s/ Thomas D. Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer
QUADTEK, INC.
By:	/s/ Thomas D. Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer

[Signature Page 1 of 2 to IST Waiver]

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2005-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2006-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2007-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

[Signature Page 2 of 2 to IST Waiver]

ANNEX A

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchasers

AMERICAN CAPITAL, LTD.
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814

ACAS BUSINESS LOAN TRUST 2005-1
ACAS BUSINESS LOAN TRUST 2006-1
ACAS BUSINESS LOAN TRUST 2007-1
c/o American Capital, Ltd., as Servicer
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814

EX-10.3.11

Exhibit 10.3.11

Execution Version

WAIVER AND AMENDMENT AGREEMENT TO
NOTE AND EQUITY PURCHASE AGREEMENT

     THIS WAIVER AND AMENDMENT AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver and Amendment”) is made and entered into as of August 4, 2009 by and among IST ACQUISITIONS, LLC, a Delaware limited liability company (“Parent”), MIRION TECHNOLOGIES (IST) CORPORATION (fka IMAGING AND SENSING TECHNOLOGY CORPORATION), a New York corporation (“Borrower”), MIRION TECHNOLOGIES (CONAX NUCLEAR), INC. (fka IST CONAX NUCLEAR, INC.), a New York corporation, IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORP., a New York corporation, and IST INSTRUMENTS, INC., a New York corporation (each a “Subsidiary” and collectively the “Subsidiaries” and together with Borrower and Parent, the “Loan Parties”), the securities purchasers that are now and hereafter at any time parties thereto, the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).

RECITALS

     WHEREAS, the Loan Parties, Agent and the Purchasers are parties to that certain Amended and Restated Note and Equity Purchase Agreement, dated as of October 29, 2004 (as amended from time to time, the “Purchase Agreement”), pursuant to which the Purchasers purchased Notes issued by the Loan Parties;

     WHEREAS, Agent and the Purchasers have agreed to waive the Loan Parties’ obligations and covenants contained in the Purchase Agreement for the period commencing on June 30, 2006 and ending upon July 1, 2009;

     WHEREAS, Agent and the Purchasers have agreed to amend the Purchase Agreement to update the principal amounts of the Senior Term Loan B and to extend the maturity date of the Senior Term B Notes and Senior Subordinated Notes and the Revolving Loan Termination Date; and

     WHEREAS, Agent and Purchasers have agreed to waive sections of the Purchase Agreement with respect to the above matters, as set forth and subject to the terms and conditions in this Waiver and Amendment.

     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth, and intending to be legally bound hereby, covenant and agree as follow:

ARTICLE 1

WAIVERS TO PURCHASE AGREEMENT

     1.1 Waiver of Covenants. The Purchasers hereby waive the Loan Parties’ obligations and Purchasers’ rights with respect to all covenants under the Purchase Agreement, including without limitation the provisions contained in Article 7, for the period commencing on June 30, 2006 and ending upon July 1, 2009, and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

ARTICLE 2

AMENDMENTS

     2.1 Amendment with Respect to Revolving Loans. Section 2.3(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

               “(a) Subject to the terms and conditions set forth in this Agreement, on or after the Closing Date and to, but excluding July 1, 2011 (the “Revolving Loan Termination Date”), Purchasers shall, severally, on a pro rata basis based on the percentages specified to Agent, make loans and advances to the Loan Parties on a revolving credit basis (collectively, the “Revolving Loans”) in an aggregate amount outstanding at any time up to the Revolving Loan Commitment Amount. From and after the Closing, the Revolving Loans shall be evidenced by a promissory note made by the Loan Parties in favor of the Purchasers (the “Revolving Notes”) in the form attached hereto as Exhibit A-4 to be delivered by the Loan Parties at the Closing. The date and amount of each Revolving Loan made by Purchasers and each payment on account of principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such recordation shall not affect the obligations of the Loan Parties to make payments when due of any amounts owing in respect of the Revolving Loans.”

     2.2 Amendment with Respect to Repayment of Certain Notes.

          2.2.1 Section 2.1(b) is hereby amended and restated in its entirety to read as follows:

               “(a) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“Senior Term Loan B”) to the Loan Parties on the Closing Date in the principal amount of $7,500,000 and on the Additional Closing Date of March 12, 2007 in the principal amount of $2,000,000. From and after Closing, the Senior Term Loan B shall be evidenced by one or more promissory notes made by the Loan Parties in favor of Purchasers in the form attached hereto as Exhibit A-1.2 (together with any promissory notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “Senior Term B Notes”, and together with the Senior Term A Notes, the “Original Senior Term Notes”) to be delivered by the Loan Parties at the Closing.”

          2.2.2 Section 2.2(a) is hereby amended and restated in its entirety to read as follows:

2

               “(a) Senior Subordinated Notes. The Loan Parties have duly authorized the issuance and sale to Purchasers of $7,500,000 in aggregate principal amount of the Loan Parties’ Senior Subordinated Notes due July 1, 2011 (together with any Notes issued in substitution therefor pursuant to Section 6.3 and 6.4 and any Notes issued in exchange for Put Shares pursuant to Section 10.5, the “Senior Subordinated Notes”), to be substantially in the form of the Senior Subordinated Note attached hereto as Exhibit A-2.”

          2.2.3 Section 3.3(a) is hereby amended and restated in its entirety to read as follows:

               “(a) Senior Subordinated Notes. The Loan Parties, jointly and severally, covenant and agree to repay to Agent, for the ratable benefit of Purchasers, the unpaid balance of the Senior Subordinated Notes, in full, together with all the accrued and unpaid interest, fees and other amounts due hereunder, on July 1, 2011.”

          2.2.4 Annex C to the Purchase Agreement, with respect to the Note Repayment Schedule for the Senior Term B Notes, is hereby amended and restated in its entirety as set forth on Annex C, attached hereto.

ARTICLE 3

EFFECT OF WAIVER AND AMENDMENT

     3.1 No Waiver or Novation. Except for the waivers and amendments contemplated by this Waiver and Amendment, the execution, delivery and effectiveness of this Waiver and Amendment shall not (i) operate as a waiver of any future Event of Default, right, power or remedy of the Purchasers, whether created by contract, at law or in equity, (ii) constitute a waiver of, or consent to and departure from, any provision of the Purchase Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith (the “Note Documents”), or (iii) be construed and/or deemed to be a satisfaction, novation, cure, modification, amendment or release of the Notes, the Purchase Agreement or the other Note Documents.

     3.2 Ratification. Except as expressly modified hereby, the Purchase Agreement and all other Note Documents, shall remain in full force and effect, and are hereby ratified and confirmed.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

     4.1 Representations and Warranties. The Loan Parties, jointly and severally, represent and warrant to Agent and the Purchasers that (a) they have full power and authority to execute and deliver this Waiver and Amendment and to perform their obligations hereunder, (b) upon the execution and delivery hereof, this Waiver and Amendment will be valid, binding and enforceable against the Loan Parties in accordance with its terms and (c) such Loan Party has no defense, counterclaim or offset with respect to the Agreement or the Notes.

3

ARTICLE 5

CONDITIONS PRECEDENT

     5.1 Conditions Precedent. The effectiveness of this Waiver and Amendment is subject to Agent’s receipt from the Loan Parties, on or before the date hereof, of an original of this Waiver and Amendment, duly executed, and delivered in a manner satisfactory to Agent.

ARTICLE 6

AGENT FEES

     6.1 Agent’s Fees and Expenses. The Loan Parties shall pay or cause to be paid to Agent or its designee a fee in the amount of $3,000 in consideration for the negotiation of the Waiver and Amendment.

ARTICLE 7

MISCELLANEOUS

     7.1 Affirmations. The Loan Parties hereby: (i) affirm all the provisions of the Purchase Agreement, as modified by this Waiver and Amendment, and all the provisions of each of the other Transaction Documents, (ii) agree that the terms and conditions of the Purchase Agreement, as modified by this Waiver and Amendment, and all other Transaction Documents, as modified by the Waiver and Amendment, shall continue in full force and effect, and (iii) except as specifically referenced herein, the execution, delivery and effectiveness of this Waiver and Amendment shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Agreement or any documents and instruments delivered pursuant to or in connection therewith.

     7.2 Governing Law. This Waiver and Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws.

     7.3 Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Waiver and Amendment, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Waiver and Amendment. The Purchasers shall file all necessary instruments to terminate any secured interests in IST PR and the Dormant Parties that exist.

     7.4 Headings. Section headings in this Waiver and Amendment are included herein for convenience of reference only and shall not constitute a part of this Waiver and Amendment for any other purpose.

4

     7.5 Counterparts. This Waiver and Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

     7.6 Severability. Whenever possible, each provision of this Waiver and Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Waiver and Amendment is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Waiver and Amendment.

     7.7 Facsimile Signatures. This Waiver and Amendment may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

     7.8 Integration. This Waiver and Amendment, the Purchase Agreement and the other Transaction Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

     7.9 Defined Terms. Capitalized terms used in this Waiver and Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.

     7.10 No Third Party Beneficiaries. The terms and provisions of this Waiver and Amendment shall be for the sole benefit of the parties hereto and their respective successors and assigns; no other person, firm, entity or corporation shall have any right, benefit or interest under this Waiver and Amendment.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Waiver and Amendment as of the day and year first above written.

LOAN PARTIES: IST ACQUISITIONS, LLC By its sole member Mirion Technologies, Inc.
By:	/s/ Thomas D. Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer
MIRION TECHNOLOGIES (IST) CORPORATION
By:	/s/ Seth B. Rosen
	Name:	Seth B. Rosen
	Title:	Secretary
MIRION TECHNOLOGIES (CONAX NUCLEAR), INC.
By:	/s/ Seth B. Rosen
	Name:	Seth B. Rosen
	Title:	Secretary
IMAGING AND SENSING TECHNOLOGY INTERNATIONAL CORPORATION
By:	/s/ Thomas D. Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer
IST INSTRUMENTS, INC.
By:	/s/ Thomas D. Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer

[Signature Page 1 of 2 to IST Waiver]

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2005-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2006-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2007-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

[Signature Page 2 of 2 to IST Waiver]

ANNEX A

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchasers

AMERICAN CAPITAL, LTD.
2 Bethesda Metro Center
14^th Floor
Bethesda, MD 20814

ACAS BUSINESS LOAN TRUST 2005-1
ACAS BUSINESS LOAN TRUST 2006-1
ACAS BUSINESS LOAN TRUST 2007-1
c/o American Capital, Ltd., as Servicer
2 Bethesda Metro Center
14^th Floor
Bethesda, MD 20814

“ANNEX C

NOTE REPAYMENT SCHEDULE

Senior Term B Notes
Payment Date1	Payment Amount
August 31, 2004	$	25,000
November 30, 2004	$	25,000
February 28, 2005	$	25,000
May 31, 2005	$	25,000
August 31, 2005	$	25,000
November 30, 2005	$	25,000
February 28, 2006	$	25,000
May 31, 2006	$	25,000
August 31, 2006	$	25,000
December 1, 2006	$	25,000
March 1, 2007	$	25,000
June 1, 2007	$	25,000
September 1, 2007	$	25,000
December 1, 2007	$	25,000
March 1, 2008	$	25,000
June 1, 2008	$	25,000
September 1, 2008	$	25,000
December 1, 2008	$	25,000
March 1, 2009	$	25,000
June 1, 2009	$	25,000
September 1, 2009	$	25,000
December 1, 2009	$	25,000
March 1, 2010	$	25,000
July 1, 2011	$	25,000	(plus any remaining unpaid outstanding amounts owing)

¹ Such Payment Date to occur on the first Business Day of the month, as set forth in the Purchase Agreement.”

EX-10.4

Exhibit 10.4

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

GLOBAL DOSIMETRY SOLUTIONS, INC.

and

AMERICAN CAPITAL FINANCIAL SERVICES, INC.,
AS AGENT

and

PURCHASERS IDENTIFIED ON
ANNEX A HERETO

November 10, 2004

TABLE OF CONTENTS

		Page
ARTICLE 1	DEFINITIONS		2
1.1	Certain Definitions		2
1.2	Accounting Principles		16
1.3	Other Definitional Provisions; Construction		16
ARTICLE 2	ISSUE AND SALE OF SECURITIES AND SENIOR TERM NOTES		16
2.1	Authorization of Preferred Stock		16
2.2	Authorization of Common Stock		16
2.3	Senior Term Loans		16
2.4	Senior Subordinated Notes		17
2.5	Junior Subordinated Notes		17
2.6	Authorization and Issuance of the Warrants		17
2.7	Sale and Purchase		17
2.8	The Closing		17
ARTICLE 3	REPAYMENT OF THE SENIOR TERM LOANS, THE SENIOR SUBORDINATED NOTES AND THE JUNIOR SUBORDINATED NOTES		18
3.1	Interest Rates and Interest Payments		18
3.2	Repayment of Senior Term B Notes		20
3.3	Repayment of Senior Term C Notes		20
3.4	Repayment of Senior Subordinated Notes		20
3.5	Repayment of Junior Subordinated Notes		20
3.6	Optional Prepayment of the Notes		20
3.7	Notice of Optional Prepayment		21
3.8	Mandatory Prepayment		21
3.9	Home Office Payment		21
3.10	Taxes		21
3.11	Maximum Lawful Rate		22
3.12	Capital Adequacy		22
3.13	Breakage		22
3.14	Certain Waivers		23
3.15	Redemption of Preferred Stock		23
ARTICLE 4	CONDITIONS		23
4.1	Conditions to the Senior Term Loans and the Purchase of Securities		23
4.2	Waiver		26
ARTICLE 5	REPRESENTATIONS AND WARRANTIES OF THE COMPANY		26
5.1	Representations and Warranties of the Company		26
5.2	Absolute Reliance on the Representations and Warranties		32
ARTICLE 6	TRANSFER OF NOTES		32
6.1	Restricted Securities		32
6.2	Legends; Purchaser’s Representations		32
6.3	Transfer of Notes		32
6.4	Replacement of Lost Securities		32
6.5	No Other Representations Affected		33
ARTICLE 7	COVENANTS		33

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TABLE OF CONTENTS
(continued)

		Page
7.1	Affirmative Covenants		33
7.2	Negative Covenants		37
7.3	Financial Covenants		40
ARTICLE 8	EVENTS OF DEFAULT		43
8.1	Events of Default		43
8.2	Consequences of Event of Default		44
8.3	Security		45
ARTICLE 9	THE AGENT		45
9.1	Authorization and Action		45
9.2	Delegation of Duties		45
9.3	Exculpatory Provisions		45
9.4	Reliance		46
9.5	Non-Reliance on Agent and Other Purchasers		46
9.6	No Liability of Purchasers		46
9.7	Agent in its Individual Capacity		46
9.8	Successor Agent		46
9.9	Collections and Disbursements		46
9.10	Reporting		47
9.11	Services of the Agent		47
9.12	This Article Not Applicable to Company		48
ARTICLE 10	PUT OPTION		48
10.1	Grant of Option		48
10.2	Put Price		48
10.3	Exercise of Put Option		48
10.4	Certain Remedies		49
10.5	Put Option Closing		49
ARTICLE 11	PREEMPTIVE RIGHTS		49
11.1	Limited Preemptive Rights		49
11.2	Termination		50
ARTICLE 12	REGISTRATION RIGHTS		50
12.1	Piggyback Registrations		50
12.2	Demand Registration Rights		51
12.3	S-3 Demand Registration Rights		52
12.4	Holdback Agreements		52
12.5	Registration Procedures		52
12.6	Registration Expenses		54
12.7	Indemnification		54
12.8	Participation in Underwritten Registrations		55
ARTICLE 13	SUBORDINATION OF NOTES		55
13.1	General		55
13.2	Default in Respect of Senior Financing		56
13.3	Default in Respect of Senior Term Loans		57
13.4	Default in Respect of Senior Subordinated Notes		58
13.5	Insolvency, etc.		59

ii

TABLE OF CONTENTS
(continued)

		Page
13.6	Limited Suspension of Remedies of Holders of Subordinated Debt		60
13.7	Proof of Claim		60
13.8	Acceleration of Subordinated Debt		61
13.9	Turnover of Payments		61
13.10	Obligations Not Impaired		62
13.11	Payment of Debt; Subrogation		62
13.12	Reliance of Holders of Senior Financing and Senior Term Loans; Reliance of Holders of Senior Subordinated Notes; Amendments		63
13.13	Notices		63
ARTICLE 14	MISCELLANEOUS		64
14.1	Successors and Assigns		64
14.2	Modifications and Amendments		64
14.3	No Implied Waivers; Cumulative Remedies; Writing Required		64
14.4	Reimbursement of Expenses		64
14.5	Holidays		64
14.6	Notices		64
14.7	Survival		66
14.8	Governing Law		66
14.9	Jurisdiction, Consent to Service of Process		66
14.10	Jury Trial Waiver		67
14.11	Severability		67
14.12	Headings		67
14.13	Indemnity		67
14.14	Environmental Indemnity		68
14.15	Counterparts		68
14.16	Integration		68
14.17	Subordination		69

iii

ANNEXES

Annex A	Purchaser and Payment Information
Annex B	Allocation of Notes, Warrants and Preferred Stock

SCHEDULES

Organizational Schedule	(Schedule 5.1(a))
Litigation Schedule	(Schedule 5.1(j))
Environmental Schedule	(Schedule 5.1(l))
Properties Schedule	(Schedule 5.1(q))
Intellectual Property Schedule	(Schedule 5.1(r))
Liabilities Schedule	(Schedule 5.1(w))
Permitted Encumbrances Schedule	(Schedule 7.2(b))

EXHIBITS

EXHIBIT A	Amended and Restated Certificate of Incorporation of the Company
EXHIBIT B-1	Form of Senior Term B Note
EXHIBIT B-2	Form of Senior Term C Note
EXHIBIT C-1	Form of Senior Subordinated Note-1
EXHIBIT C-2	Form of Senior Subordinated Note-2
EXHIBIT D-1	Form of Tranche A Junior Subordinated Note
EXHIBIT D-2	Form of Tranche B Junior Subordinated Note
EXHIBIT E	Form of Warrant
EXHIBIT F	Form of Security Agreement
EXHIBIT G	Form of Collateral Assignment
EXHIBIT H	Form of Stockholders Agreement
EXHIBIT I	Form of Investment Banking Agreement
EXHIBIT J	Form of Compliance Certificate

iv

AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

$10,000,000 Senior Term Loan B
Due September 30, 2008

$4,000,000 Senior Term Loan C
Due November 10, 2011

$8,600,000 Aggregate Principal Amount of
Senior Subordinated Notes
Due September 30, 2009

$4,300,000 Aggregate Principal Amount of Tranche A
Junior Subordinated Notes
Due September 30, 2010

$4,300,000 Aggregate Principal Amount of Tranche B
Junior Subordinated Notes
Due September 30, 2010

20,000 Shares of Series A PIK Redeemable Preferred Stock

17,500 Shares of Common Stock

Warrants to Purchase 88,560 Shares
of Common Stock of Global Dosimetry Solutions, Inc.

     THIS AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of November 10, 2004, is made by and among Global Dosimetry Solutions, Inc., a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative agent for Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.

RECITALS

     A. The parties hereto were party to a Note and Equity Purchase Agreement, dated as of September 30, 2003 (the “Existing Purchase Agreement”), pursuant to which the Company obtained financing from Purchasers by selling to Purchasers Senior Term B Notes, due September 30, 2008, for an aggregate amount of $10,000,000, Senior Subordinated Notes, due September 30, 2009, for an aggregate amount of $8,600,000, Tranche A Junior Subordinated Notes, due September 30, 2010, for an aggregate amount of $4,300,000, and Tranche B Junior Subordinated

Notes, due September 30, 2010, for an aggregate amount of $4,300,000 (collectively the “Original Notes”).

     B. Purchasers have sold or contributed certain of such Notes to ACS FUNDING TRUST I, a Delaware statutory trust, and ACAS BUSINESS LOAN TRUST 2003-2, a Delaware statutory trust.

     C. Pursuant to an Asset Purchase Agreement (the “Acquisition Agreement”), dated September 15, 2003, by and between ICN Pharmaceuticals, Inc., ICN Biomedicals, Inc. (collectively the “ICN Sellers”) and the Company, the Company acquired by purchase from the ICN Sellers certain assets, properties and rights comprising the Personnel Radiation Dosimetry Service division of ICN Sellers (the “Acquisition”).

     D. The Company sold the Original Notes in the aggregate amount of $27,200,000 to Purchasers in order to finance the Acquisition.

     E. The Company has sold to Purchasers 20,000 shares of Series A PIK Redeemable Preferred Stock of the Company, par value $0.001 per share, for an aggregate price of $20,000,000, and 17,500 shares of Common Stock of the Company, par value $0.001 per share, for an aggregate price of $1,750,000.

     F. In order to induce Purchasers to purchase the Original Notes, Preferred Stock and Common Stock, the Company has, among other things, issued and sold to Purchasers, in connection with the purchase of such Original Notes, Preferred Stock and Common Stock, the Warrants, subject to the terms and conditions set forth in this Agreement.

     G. Pursuant to an Asset Purchase Agreement (the “Proxtronics Acquisition Agreement”), dated of even date herewith, by and between the Company, Proxtronics Dosimetry, L.L.C., (“Proxtronics”), and certain members of Proxtronics, the Company has, concurrent herewith, acquired by purchase certain assets of Proxtronics (the “Proxtronics Acquisition”).

     H. The Company, Purchasers and the Agent have agreed to amend and restate the Existing Purchase Agreement for the purchase and sale of Senior Term C Notes (as defined herein) for the purpose of financing the Proxtronics Acquisition and to amend certain other terms of the Existing Purchase Agreement.

     I. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Purchase Agreement or evidence payment of any such obligations and liabilities, that this Agreement amends and restates in its entirety the Existing Purchase Agreement, and that from and after the date hereof the Existing Purchase Agreement shall be of no further force or effect.

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

2

ARTICLE 1

DEFINITIONS

     1.1 Certain Definitions. In addition to other words and terms defined elsewhere in this Agreement, the following words and terms shall have the meanings set forth below (and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

     “ACAS” shall mean American Capital Strategies, Ltd.

     “ACFS” shall have the meaning assigned to such term in the preamble hereto.

     “Additional Closing” shall mean the closing of the purchase and sale of the Additional Securities pursuant to this Agreement.

     “Additional Closing Date” shall have the meaning assigned to such term in Section 2.8(b) hereof.

     “Additional Securities” shall mean the Senior Term C Notes.

     “Affiliate” shall mean with respect to any Person, any other Person that is directly or indirectly controlling, controlled by or under common control with such Person or entity or any of its Subsidiaries, and the term “control” (including the terms “controlled by” and “under common control with”) means having, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or by contract or otherwise. Without limiting the foregoing, the ownership of ten percent (10%) or more of the voting securities of a Person shall be deemed to constitute control. Notwithstanding anything to the contrary herein, neither Purchasers nor any of their respective Affiliates shall be deemed to be Affiliates of the Company by virtue of the transactions contemplated in this Agreement.

     “Agent” shall have the meaning assigned to such term in the preamble hereto and any successor agent provided for hereunder.

     “Agreement” shall mean this Amended and Restated Note, Warrant, Preferred Stock and Common Stock Purchase Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

     “Appraised Value” shall mean the fair market value of a security without adjustment for control premium or limitations on voting rights, minority interests, illiquidity or restrictions on transfer, as determined by an appraisal performed at the expense of the Company by any of (x) Matrix Capital Markets Group, (y) Duff & Phelps or (z) Willamette Management Associates, or any successor to such firms, as the Company shall elect; provided that such appraiser shall be directed to determine the value of such securities as soon as practicable, but in no event later than thirty (30) days from the date of its selection and for such purposes all rights, options and warrants to subscribe for or purchase, and other securities convertible into or exchangeable for Common Stock of the Company shall be deemed to be exercised, exchanged or converted, and the underlying shares of Common Stock of the Company shall be deemed outstanding.

     “Acquisition” shall have the meaning assigned to such term in the Recitals hereto.

3

     “Acquisition Agreement” shall mean that certain Asset Purchase Agreement, dated September 15, 2003, by and among ICN Pharmaceuticals, Inc., ICN Biomedicals, Inc. and the Company.

     “Business” shall mean the principal business of the Company as set forth in Section 5.1(b) herein and as such shall continue to be conducted following the purchase and sale of the Securities.

     “Business Day” shall mean any day other than a Saturday, Sunday or other day on which banking institutions in the State of Maryland are authorized or required by law to close.

     “By-laws” shall mean the by-laws governing the operations of the Company, including all amendments and supplements thereto.

     “Capital Expenditures” means, without duplication, all expenditures (including deposits) for, or contracts for expenditures (excluding Facility Move Capital Expenditures of up to $2,000,000) with respect to any fixed assets or improvements, or for replacements, substitutions or additions thereto, which have a useful life of more than one year, including the direct or indirect acquisition of such assets by way of increased product or service charges, offset items or otherwise.

     “Capital Lease” means any lease of any property (whether real, personal or mixed) that, in conformity with GAAP, should be accounted for as a capital lease.

     “Cash Flow” for any period shall mean the sum of Operating Cash Flow minus Fixed Charges for such period.

     “CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq.), as amended, and all rules, standards and regulations promulgated pursuant thereto.

     “Change of Control” shall mean the occurrence of any of the following:

     (a) any transaction or series of related transactions resulting in the sale or issuance of securities or any rights to securities of the Company by the Company representing in the aggregate more than 50% of its issued and outstanding voting securities, on a fully diluted basis, or any transaction or series of related transactions resulting in the sale, transfer, assignment or other conveyance or disposition of any securities or any rights to securities of the Company by any holder or holders thereof representing in the aggregate more than 50% of the issued and outstanding voting securities of the Company on a fully diluted basis and the receipt of any consideration in connection therewith;

     (b) a merger, consolidation, reorganization, recapitalization or share exchange in which the stockholders of the Company immediately prior to such transaction receive, in exchange for securities of the Company owned by them, cash, property or securities of the resulting or surviving entity and as a result thereof Persons who were holders of voting securities of the Company and Underlying Common Stock hold less than 50% of the capital stock, calculated on a fully diluted basis, of the resulting corporation entitled to vote in the election of directors;

4

     (c) a sale, transfer or other disposition of 30% or more of the assets of the Company;

     (d) any sale or issuance or series of sales or issuances of the Common Stock or any other voting security (or security convertible into, exchangeable for, or exercisable for any other voting security) of the Company within a 12-month period that results in a transfer of more than 50% of the issued and outstanding shares of voting stock of the Company or a transfer of more than 50% of the voting power of the Company; and

     (e) the initial public offer of securities by the Company other than an offering of securities for an employee benefit plan on SEC Form S-8 or a successor form.

     “Charges” shall mean all taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other authority, domestic or foreign (including, without limitation, the PBGC or any environmental agency or superfund), upon the Collateral (as defined in the Security Agreement), the Company or any of its Affiliates.

     “Charter” shall mean the Amended and Restated Certificate of Incorporation of the Company, including all amendments and supplements thereto.

     “Closing” shall mean the closing of the purchase and sale of the Securities pursuant to this Agreement.

     “Closing Date” shall mean September 30, 2003, the date and time of delivery and payment of the Original Securities pursuant to Section 2.8 hereof.

     “Code” shall mean the Internal Revenue Code of 1986, as amended.

     “Collateral Assignment” shall have the meaning assigned to such term in Section 4.1(c) hereof.

     “Company” shall have the meaning assigned to such term in the preamble.

     “Company on a Consolidated Basis” shall mean the consolidation in accordance with GAAP of the accounts or other items of the Company, and when and if applicable, it’s Subsidiaries.

     “Common Stock” shall mean the common stock, $0.001 par value, of the Company.

     “Condition” shall mean any environmental condition that results in or otherwise relates to any Environmental Liability.

     “Controlled Group” shall mean the “controlled group of corporations” as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended, of which the Company is a part from time to time.

5

     “Covenant Default” shall mean the occurrence of an event of default under the terms of particular Indebtedness beyond any applicable notice or cure period, other than a Payment Default.

     “Default” shall mean any event or condition that, but for the giving of notice or the lapse of time, or both, would constitute an Event of Default.

     “Demand Registration” shall have the meaning assigned to such term in Section 12.2 hereof.

     “Earnings Before Interest and Taxes” shall mean for any period the sum of (i) net income (or loss) of the Company on a Consolidated Basis for such period (excluding extraordinary gains), plus (ii) all interest expense of the Company on a Consolidated Basis for such period, plus (iii) all Charges against income of the Company on a Consolidated Basis for such period for federal, state and local taxes.

     “EBITDA” shall mean for any period the sum of (i) Earnings Before Interest and Taxes for such period plus (ii) depreciation expenses for such period, plus (iii) amortization expenses for such period, plus (iv) all non-cash compensation expenses, plus (v) all non-recurring non-cash expenses related to the Transactions, plus (vi) all Management Fees, whether paid or accrued, plus (vii) Facility Move Expenses (not to exceed a sum equal to (a) $2,000,000 minus (b) all Facility Move Capital Expenditures).

     “Environmental Laws” shall mean any applicable Laws that address, are related to or otherwise are concerned with environmental, health or safety issues, including, without limitation, any Laws relating to any emissions, Releases or discharges of Pollutants into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, clean-up or control of Pollutants or any impact on worker health and safety.

     “Environmental Liabilities” shall mean any obligations or liabilities (including, without limitation, any claims, suits or other assertions of obligations or liabilities) that are:

     (a) related to environmental, health or safety issues (including, without limitation, on-site or off-site contamination by Pollutants of surface or subsurface soil or water, and occupational safety and health); and

     (b) based upon or related to (i) any provision of past, present or future United States or foreign Environmental Law (including, without limitation, CERCLA and RCRA and the Environmental Laws of the PRC) or common law, or (ii) any judgment, order, writ, decree, permit or injunction imposed by any court, administrative agency, tribunal or otherwise.

The term “Environmental Liabilities” includes among other things, all: (i) fines, penalties, judgments, awards, settlements, losses, damages, costs, fees (including, without limitation, reasonable attorneys’ and consultants’ fees), but excluding consequential damages, expenses and disbursements; (ii) defense and other responses to any administrative or judicial action (including, without limitation, claims, notice letters, complaints, and other assertions of liability); and (iii) financial responsibility for (1) cleanup costs and injunctive relief, including any Removal,

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Remedial or other Response actions, and natural resource damages, and (2) any other compliance or remedial measures.

     “EPA” shall mean the United States Environmental Protection Agency and any governmental body or agency succeeding to the functions thereof.

     “Environmental Permit” shall mean any Permit that is required under any Environmental Law.

     “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may from time to time be amended, and the rules and regulations of any governmental agency or authority, as from time to time may be in effect, promulgated thereunder.

     “Event of Default” shall mean any of the events of default described in Section 8.1 hereof.

     “Existing Purchase Agreement” shall have the meaning assigned to such term in the Recitals hereto.

     “Facility Move” means, the closing of the Company’s operating plant located, as of the Closing Date, in Costa Mesa, California, and the relocation and commencement of operations in a new plant.

     “Facility Move Capital Expenditures” means, without duplication, all expenditures (including deposits) for, or contracts for expenditures with respect to, the Facility Move.

     “Facility Move Expenses” means without duplication, all costs and expenses associated with the Facility Move (to the extent such costs and expenses are not considered Facility Move Capital Expenditures), including costs incurred in connection with commencement of such operations as a stand-alone entity.

     “Fair Market Value” of a security shall mean (i) if determined in connection with a sale of substantially all of the assets of or securities issued by the Company to an unrelated third party, the value to be realized by the holder of the security as a result thereof, (ii) otherwise, if available, the Market Price thereof, and (iii) otherwise, if Market Price is not available, the Appraised Value.

     “Financial Statements” shall have the meaning assigned to such term in Section 5.1(c).

     “Financing Statements” shall have the meaning assigned to such term in Section 4.1(c) hereof.

     “Fiscal Year” or “fiscal year” shall mean each twelve month period ending on December 31 of each year.

     “Fixed Charge Coverage Ratio” shall mean and include, with respect to the twelve month period ending at the end of any fiscal period of any Person, Operating Cash Flow during such period divided by Fixed Charges during such period; provided that, prior to the twelve month period ending September 30, 2004, the measurement period used in determining the Fixed Charge

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Coverage Ratio for the Company shall be the period from the Closing to the end of such fiscal period.

     “Fixed Charges” means, for any period, and each calculated for such period (without duplication), (a) interest expense of any Person paid in cash; plus (b) scheduled payments of principal with respect to all Indebtedness of any Person paid in cash; plus (c) cash payments of income or franchise taxes; plus (d) payment of deferred taxes accrued in any prior period; plus (e) cash payments of Management Fees.

     “GAAP” shall have the meaning assigned to such term in Section 1.2 hereof.

     “GMAC” shall mean GMAC Commercial Finance, LLC, a Delaware limited liability company.

     “Governmental Authorities” shall mean any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any nation or any province, territory, state, county, city, or other political subdivision of any nation or any other governmental or quasi-governmental, local, national or international body thereof.

     “Guaranty” shall mean any guaranty of the payment or performance of any Indebtedness or other obligation and any other arrangement whereby credit is extended to one obligor on the basis of any promise of another Person, whether that promise is expressed in terms of an obligation to pay the Indebtedness of such obligor, or to purchase an obligation owed by such obligor, or to purchase goods and services from such obligor pursuant to a take-or-pay contract, or to maintain the capital, working capital, solvency or general financial condition of such obligor, whether or not any such arrangement is reflected on the balance sheet of such other Person, firm or corporation, or referred to in a footnote thereto, but shall not include endorsements of items for collection in the ordinary course of business. For the purpose of all computations made under this Agreement, the amount of a Guaranty in respect of any obligation shall be deemed to be equal to the maximum aggregate amount of such obligation or, if the Guaranty is limited to less than the full amount of such obligation, the maximum aggregate potential liability under the terms of the Guaranty.

     “Holder” shall have the meaning assigned to such term in Section 10.1 hereof.

     “Indebtedness” of a Person at a particular date shall mean all obligations of such Person which in accordance with GAAP would be classified upon a balance sheet as liabilities (except accounts payable and accrued expenses incurred in the ordinary course of business and capital stock and surplus earned or otherwise) and in any event, without limitation by reason of enumeration, shall include (a) all indebtedness, debt and similar monetary obligations of such Person whether direct or guaranteed; (b) all indebtedness for borrowed money; (c) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (d) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (e) any obligation owed for all or any part of the deferred purchase price of property or services if the purchase price is due more than six (6) months from the date the obligation is incurred or is evidenced by a note or similar written instrument (provided that Indebtedness described in clause (e) shall not include Borrower’s deferred liability for performance of prepaid services under customer service contracts); and (f) all indebtedness secured by any Lien on any property or asset owned or held by

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that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person.

     “Intercreditor Agreement” shall mean the Amended and Restated Intercreditor Agreement, dated November 10, 2004, among ACFS, as agent for the Purchasers, the Company and GMAC, as agent for the Senior Lenders, as amended from time to time and in effect.

     “Investment Banking Agreement” shall mean that certain investment banking services agreement between the Company and the Purchasers dated as of the Closing Date.

     “Interest Rate Protection Agreement” shall mean any interest rate swap, interest rate cap, interest rate collar or other interest rate hedging agreement or arrangement.

     “Inventory” shall mean, with respect to any Person now owned or hereafter acquired goods, merchandise and other personal property, wherever located, to be furnished under any contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in such Person’s business or used in selling or furnishing such goods, merchandise and other personal property, and all documents of title or other documents representing them.

     “Investment” as applied to any Person shall mean the amount paid or agreed to be paid or loaned, advanced or contributed to other Persons, and in any event shall include without limitation (i) any direct or indirect purchase or other acquisition of any notes, obligations, instruments, stock, securities or ownership interest (including, without limitation, partnership interests and joint venture interests) and (ii) any capital contribution to any other Person.

     “IRS” shall mean the Internal Revenue Service and any governmental body or agency succeeding to the functions thereof.

     “Junior Cash Interest” shall have the meaning assigned to such term in Section 3.1(c).

     “Junior PIK Interest” shall have the meaning assigned to such term in Section 3.1(c).

     “Junior Subordinated Notes” shall have the meaning assigned to such term in Section 2.4.

     “Laws” shall mean all laws, statutes, treaties, rules, regulations, ordinances, requirements, rules of common law and other pronouncements having the effect of law of any Governmental Authority.

     “LIBOR Business Day” means a business day on which banks in the city of London are generally open for interbank or foreign exchange transactions.

     “LIBOR Period” means each month commencing on the Closing Date, or the Additional Closing Date, in the case of the Senior Term C Notes (or if the Closing Date (or the Additional Closing Date) is not a LIBOR Business Day, the next succeeding LIBOR Business Day) and ending one month thereafter; provided, that the foregoing provision relating to LIBOR Periods is subject to the following:

          (a) if any LIBOR Period would otherwise end on a day that is not a LIBOR Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR Business Day

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unless the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding LIBOR Business Day;

          (b) any LIBOR Period that would otherwise extend beyond the maturity date of the Senior Term Notes shall end on such date; and

          (c) any LIBOR Period that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last LIBOR Business Day of a calendar month.

     “LIBOR Rate” means for each LIBOR Period, a rate of interest determined by Agent, equal to the rate of interest that under current practice is listed as the one month London Interbank Offered Rate as of the commencement of such LIBOR Period under the heading “Money Rates” in the Eastern Edition of The Wall Street Journal (and should such practice change, such other indication of the prevailing LIBOR Rate as may reasonably be chosen by the Required Purchasers).

     “Lien” shall mean any security interest, pledge, bailment, mortgage, hypothecation, deed of trust, conditional sales and title retention agreement (including any lease in the nature thereof), charge, encumbrance or other similar arrangement or interest in real or personal property, now owned or hereafter acquired, whether such interest is based on common law, statute or contract.

     “Loan B Rate” shall mean a rate per annum equal to the LIBOR Rate + 7.75%.

     “Loan C Rate” shall mean a rate per annum equal to the LIBOR Rate + 8.25%.

     “Loan Origination Fee” shall mean a fee in an amount equal to $1,729,000.

     “Manage” or “Management” shall mean generation, production, handling, distribution, processing, use, storage, treatment, operation, transportation, recycling, reuse and/or disposal, as those terms are defined in CERCLA, RCRA and other Environmental Laws (including as those terms are further defined, construed, or otherwise used in rules, standards and regulations issued pursuant to Environmental Laws).

     “Management Fee” shall have the meaning assigned to such term in Section 7.1(k) hereof.

     “Market Price” of any security shall mean the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of each day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of thirty (30) days consisting of the day as of which “Market Price” is being determined and the twenty-nine (29) consecutive business days prior to such day. If at any time such security is not listed on any

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securities exchange or quoted in the NASDAQ System or the over-the-counter market, the “Market Price” shall be the fair value thereof determined jointly by the Company and the Holders of Warrants representing a majority of the shares of Common Stock of the Company obtainable upon exercise of the Warrants. If such parties are unable to reach agreement within ten (10) days, then the Market Price shall be deemed not to be available.

     “Material Adverse Effect” shall mean a material adverse effect on the business, properties, assets, liabilities or condition (financial or otherwise) of the Company, taken as a whole.

     “Moody’s” shall have the meaning assigned to such term in Section 7.2(g) hereof.

     “Multiemployer Plan” shall mean a multiemployer plan (within the meaning of Section 3(37) of ERISA) that is maintained for the benefit of the employees of the Company or any member of the Controlled Group.

     “Net Cash Flow” of the Company on a Consolidated Basis for any fiscal period shall mean (a) Cash Flow for such period minus (b) Facility Move Capital Expenditures.

     “Net Income” shall mean, for any period, the net income (or loss) of the Company on a Consolidated Basis for such period, after deduction of all expenses, taxes and other proper charges, determined in accordance with GAAP, for such period taken as a single accounting period.

     “Notes” shall mean, collectively, the Original Notes and the Senior Term C Notes.

     “Operating Cash Flow” shall mean for any Person for any period, (i) EBITDA for such period minus (ii) Capital Expenditures made during such period in cash.

     “Option Plan” shall mean the Global Dosimetry Solutions, Inc. 2003 Stock Plan.

     “Options” shall mean the options to purchase shares of Common Stock under the Option Plan and, where the context requires, any shares of restricted stock issued upon exercise thereof.

     “Order” shall mean any writ, judgment, decree, injunction, award, decision, ruling or similar order of any Governmental Authority (in each such case whether preliminary or final).

     “Original Notes” shall mean the Senior Term B Notes, the Senior Subordinated Notes and the Junior Subordinated Notes.

     “Original Securities” shall mean the Original Notes, the Preferred Stock, Common Stock, and the Common Stock issuable upon exercise of the Warrants.

     “Other Subordinated Junior Notes” shall have the meaning assigned to such term in Section 13.5 hereof.

     “Other Subordinated Securities” shall have the meaning assigned to such term in Section 13.5 hereof.

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     “Payment Default” shall mean the occurrence of an event of default under the terms of particular Indebtedness as a result of the failure to pay interest or principal on such Indebtedness beyond any applicable cure period.

     “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA, or any other governmental agency, department or instrumentality succeeding to the functions thereof.

     “Permits” shall mean any permits, licenses, certifications, approvals, registrations, consents and other authorizations.

     “Permitted Liens” shall have the meaning assigned to such term in Section 7.2(b) hereof.

     “Person” shall mean any individual, partnership, limited partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity or department, agency or political subdivision thereof.

     “Plan” shall mean any employee benefit plan (within the meaning of Section 3(3) of ERISA), other than a Multiemployer Plan, established or maintained by the Company or any member of the Controlled Group.

     “Pollutant” shall mean any “hazardous substance” and any “pollutant or contaminant” as those terms are defined in CERCLA; any “hazardous waste” as that term is defined in RCRA; and any “hazardous material” as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. § 1801 et seq.), as amended (including as those terms are further defined in rules, standards and regulations issued pursuant to said Environmental Laws); and including without limitation any petroleum product or byproduct, solvent, flammable or explosive material, radioactive material, asbestos, polychlorinated biphenyls (PCBs), dioxins, dibenzofurans, heavy metals, and radon gas.

     “Preferred Stock” shall have the meaning assigned to such term in Section 2.1.

     “Properties and Facilities” shall have the meaning assigned to such term in Section 5.1(q).

     “Proprietary Rights” shall mean all patents, trademarks, trade names, service marks, copyrights, inventions, production methods, licenses, formulas, know-how and trade secrets, regardless of whether such are registered with any Governmental Authorities, including applications therefor.

     “Proxtronics” shall have the meaning assigned to such term in the Recitals hereto.

     “Proxtronics Acquisition” shall have the meaning assigned to such term in the Recitals hereto.

     “Proxtronics Acquisition Agreement” shall have the meaning assigned to such term in the Recitals hereto.

     “Purchasers” shall have the meaning assigned to such term in the preamble hereto and in Section 6.2 hereof.

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     “Put Option” shall have the meaning assigned to such term in Section 10.1 hereof.

     “Put Option Closing” shall have the meaning assigned to such term in Section 10.5 hereof.

     “Put Price” shall have the meaning assigned to such term in Section 10.2 hereof.

     “Put Shares” shall have the meaning assigned to such term in Section 10.2 hereof.

     “RCRA” shall mean the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as amended, and all rules, standards and regulations adopted pursuant thereto.

     “Registrable Securities” shall mean any shares of Common Stock of the Company purchased upon the exercise of any Warrant, any shares of Common Stock of the Company purchased pursuant to Article 11 hereof, and any shares of Common Stock of the Company now owned or hereafter acquired by any Purchaser.

     “Release” shall mean any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, placing, discarding, abandonment, or disposing into the environment (including the placing, discarding or abandonment of any barrel, container or other receptacle containing any Pollutant).

     “Removal,” “Remedial” and “Response” actions shall mean the types of removal, remedial and response activities performed pursuant to CERCLA, RCRA, and other comparable Environmental Laws, whether required by a Governmental Authority or by a Person asserting a private right of action under such Environmental Laws.

     “Reportable Event” shall mean any of the events which are reportable under Section 4043 of ERISA and the regulations promulgated thereunder, other than an occurrence for which the thirty (30) day notice contained in 29 C.F.R. § 2615.3(a) is waived.

     “Required Purchasers” shall mean, at any time, Purchasers holding a pro rata percentage of the outstanding principal amount of the Notes aggregating at least 66-2/3% at such time.

     “Revolving Financing” shall mean a secured revolving line of credit facility pursuant to the Lending Agreements in an aggregate principal amount not to exceed $5,500,000, provided, however, that the outstanding amount of Revolving Financing may exceed $5,500,000, but no more than $6,500,000, so long as the advance rates and standards for determining the eligible receivables and eligible inventory for inclusion in the borrowing base under the Revolving Financing are the same as the criteria set forth in the Loan Agreement on the Closing Date, plus an overadvance (not based upon eligible receivables or eligible inventory) in the sum of up to $750,000.

     “Revolving Notes” shall mean those notes issued in connection with the Revolving Financing.

     “SEC” shall mean the Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

     “Securities” shall mean collectively the Original Securities and the Additional Securities.

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     “Securities Act” shall mean the Securities Act of 1933, as amended.

     “Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

     “Security Agreement” shall have the meaning assigned to such term in Section 4.1(c) hereof.

     “Security Documents” shall mean the Security Agreement, the Collateral Assignment, the Financing Statements, and all other documents, instruments and other materials necessary to create or perfect the security interests created pursuant to the Security Agreement.

     “Senior Agent” shall mean any agent under the Senior Credit Agreement.

     “Senior Cash Interest” shall have the meaning assigned to such term in Section 3.1(b) hereof.

     “Senior Credit Agreement” shall mean the Loan and Security Agreement, dated as of the Closing Date, by and among GMAC, as administrative and collateral management agent, the lenders party thereto and the Company, as amended by that certain Waiver and Amendment No. 1 to Loan and Security Agreement, dated as of _______, and Waiver and Amendment No. 2 to Loan and Security Agreement, dated as of the Additional Closing Date, and as thereafter further amended, restated, supplemented or otherwise modified from time to time.

     “Senior Debt” shall mean, as of any date, the sum of the outstanding principal balance on such date of the Senior Financing.

     “Senior Financing” shall mean all obligations, liabilities and indebtedness of the Company to Senior Agent and/or the lenders under the Senior Credit Agreement now or hereafter existing, whether principal, interest, fees, expenses, indemnification or otherwise under or in respect of the Revolving Financing and the Term Financing (including all interest, charges, expenses, fees and other sums accruing after commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of the Company). Senior Financing shall continue to constitute Senior Financing, notwithstanding the fact that such Senior Financing or any claim for such Senior Financing is subordinated, avoided or disallowed under the United States Bankruptcy Code or other applicable law. Senior Financing shall also include any Indebtedness of the Company incurred in connection with a refinancing of the Senior Financing under the Senior Credit Agreement if the principal amount of such refinanced indebtedness does not exceed the sum of the principal amount of the Revolving Financing and the then outstanding principal amount of the Term Financing and if the terms and conditions of the agreements, documents and instruments related to such refinancing, taken as a whole, are not, in the reasonable judgment of Purchasers, materially more onerous to Purchasers than those set forth in the Senior Credit Agreement as in effect on the date hereof.

     “Senior Financing Blocking Notice” shall have the meaning assigned to such term in Section 13.2(b)(i) hereof.

     “Senior Financing Covenant Default” shall mean a Covenant Default on Senior Financing.

     “Senior Financing Payment Default” shall mean a Payment Default on Senior Financing.

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     “Senior Lender” shall collectively mean the lenders party to the Senior Credit Agreement.

     “Senior Leverage Ratio” shall mean, for any period, the ratio of (x) Senior Debt as at the end of such period to (y) EBITDA for such period, plus, with respect to the fiscal quarters ending December 31, 2003, March 31, 2004 and June 30, 2004, the respective sums of $6,085,000, $4,276,000 and $2,131,000.

     “Senior PIK Interest” shall have the meaning assigned to such term in Section 3.1(b).

     “Senior Subordinated Notes” shall have the meaning assigned to such term in Section 2.3.

     “Senior Subordinated Notes Blocking Notice” shall have the meaning assigned to such term in Section 13.3(b)(i) hereof.

     “Senior Subordinated Notes Covenant Default” shall mean a Covenant Default on Senior Notes.

     “Senior Subordinated Notes Payment Default” shall mean a Payment Default on Senior Notes.

     “Senior Term Loan B” shall have the meaning assigned to such term in Section 2.3(a).

     “Senior Term Loan C” shall have the meaning assigned to such term in Section 2.3(b).

     “Senior Term Loans” shall have the meaning assigned to such term in Section 2.3(b).

     “Senior Term Loans Blocking Notice” shall have the meaning assigned to such term in Section 13.3(b)(i).

     “Senior Term Loans Covenant Default” shall mean a Covenant Default under the Senior Term Loans.

     “Senior Term Loans Payment Default” shall mean a Payment Default under the Senior Term Loans.

     “Senior Term B Notes” shall have the meaning assigned to such term in Section 2.3(a).

     “Senior Term C Closing Fee” shall mean a fee in an amount equal to $120,000.

     “Senior Term C Notes” shall have the meaning assigned to such term in Section 2.3(b).

     “Senior Term Notes” shall mean the Senior Term B Notes and the Senior Term C Notes.

     “Stockholders Agreement” shall have the meaning assigned to such term in Section 4.1(h) hereof.

     “Structuring Fee” shall mean a fee in an amount equal to $1,450,000 payable by the Company to ACFS in consideration of the structuring of the financing contemplated hereby.

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     “Subject Securities” shall mean the Warrants, any shares of Common Stock of the Company purchased upon the exercise of any Warrant, any shares of Common Stock of the Company purchased pursuant to Article 11 hereof and shares of Common Stock purchased pursuant to Section 2.7.

     “Subordinated Debt” shall mean and include

          (a) all obligations, liabilities and indebtedness of the Company now or hereafter existing, whether for principal, prepayment premium, if any, interest, fees, expenses or otherwise, under or arising out of or relating to the Subordinated Notes, and

          (b) any claims arising in respect of any breach of this Agreement (including, without limitation, the breach of any representation or warranty under this Agreement), and any claims in respect of indemnification obligations in respect of or arising out of this Agreement, in each case to the extent related to the Subordinated Notes, it being understood that no obligations, liabilities, indebtedness or claims under, arising out of or relating to the Senior Term Loans or the Senior Term Notes is or shall be considered Subordinated Debt.

     “Subordinated Notes” shall mean the Senior Subordinated Notes and the Junior Subordinated Notes.

     “Subsidiary” shall mean a corporation or other entity of whose shares of stock or other ownership interests having ordinary voting power (other than stock or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

     “S&P” shall have the meaning assigned to such term in Section 7.2(g) hereof.

     “Term Financing” shall mean the secured term credit facility pursuant to the Senior Credit Agreement in an aggregate principal amount not to exceed $13,800,000, minus scheduled principal payments made thereon after the date hereof.

     “Total Funded Debt” shall mean, for any date, the sum of the outstanding balance on such date of (i) the obligations outstanding hereunder and under the Notes, (ii) the Senior Financing (and all other agreements, instruments and other documents executed in connection therewith and as in effect on the Closing Date) and (iii) Capital Leases.

     “Total Leverage Ratio” shall mean for any Person and for any period, the ratio of (x) Total Funded Debt as at the end of such period to (y) EBITDA for such period, plus, with respect to the fiscal quarters ending December 31, 2003, March 31, 2004 and June 30, 2004, the respective sums of $6,085,000, $4,276,000 and $2,131,000.

     “Tranche A Notes” shall have the meaning assigned to such term in Section 2.5.

     “Tranche A PIK Condition” shall mean that, after giving effect to the suspension of Junior Cash Interest payments on the Tranche B Notes pursuant to Section 3.1(d), either (a) except solely during the period commencing on the Additional Closing Date and continuing through and including January 31, 2005, the Undrawn Availability shall be less than $500,000 or

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(b) the Fixed Charge Coverage Ratio shall be less than (i) 1.1 to 1 for each quarter ending prior to the quarter ending March 31, 2005 and (ii) 1.05 to 1 thereafter.

     “Tranche B Notes” shall have the meaning assigned to such term in Section 2.5.

     “Tranche B PIK Condition” shall mean that, after giving effect to the suspension of payments by the Company of Management Fees, either (a) except solely during the period commencing on the Additional Closing Date and continuing through and including January 31, 2005, the Undrawn Availability shall be less than $500,000 or (b) the Fixed Charge Coverage Ratio shall be less than (i) 1.1 to 1 for each quarter ending prior to the quarter ending March 31, 2005 and (ii) 1.05 to 1 thereafter.

     “Transaction Documents” shall mean this Agreement, the Notes, the Warrants and the Security Documents and all other agreements, instruments and documents delivered in connection therewith as any or all of the foregoing may be supplemented or amended from time to time.

     “Transactions” means the transactions contemplated by the Acquisition Agreement, the Senior Credit Agreement the Proxtronics Acquisition Agreement and under this Agreement.

     “Underlying Common Stock” shall mean (i) the Common Stock issued or issuable upon exercise of the Warrants and (ii) any equity securities issued or issuable with respect to the securities referred to in clause (i) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

     “Undrawn Availability” shall have the meaning assigned to such term in the Senior Credit Agreement as in effect on the date hereof.

     “UST” shall mean an underground storage tank, including as that term is defined, construed and otherwise used in RCRA and in rules, standards and regulations issued pursuant to RCRA and comparable state and local laws.

     “Warrants” shall have the meaning assigned to such term in Section 2.6 hereof.

     “Warrant Shares” shall mean the shares of Common Stock issued or issuable upon exercise of the Warrants.

     1.2 Accounting Principles. Other than with respect to representations and warranties made as of the Closing Date and as of date hereof, the character or amount of any asset, liability, capital account or reserve and of any item of income or expense to be determined, and any consolidation or other accounting computation to be made, and the construction of any definition containing a financial term, pursuant to this Agreement shall be determined or made in accordance with generally accepted accounting principles in the United States of America consistently applied (“GAAP”), unless such principles are inconsistent with the express requirements of this Agreement.

     1.3 Other Definitional Provisions; Construction. Whenever the context so requires, neuter gender includes the masculine and feminine, the singular number includes the plural and vice versa. The words “hereof” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not in any particular provision of this agreement, and references to section, article, annex, schedule, exhibit and like references are

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references to this Agreement unless otherwise specified. A Default or Event of Default shall “continue” or be “continuing” until such Default or Event of Default has been cured or waived by Agent and Purchasers. References in this Agreement to any Persons shall include such Persons, successors and permitted assigns. Other terms contained in this Agreement (which are not otherwise specifically defined herein) shall have meanings provided in Article 9 of the New York Uniform Commercial Code on the date hereof to the extent the same are used or defined therein.

ARTICLE 2

ISSUE AND SALE OF SECURITIES AND SENIOR
TERM NOTES

     The Company agrees to issue and sell, and the Purchasers agree to purchase, the Securities and the Senior Term Notes, as provided in this Article 2.

     2.1 Authorization of Preferred Stock. The Company has duly authorized the issuance and sale, pursuant to the terms and conditions of this Agreement, of 20,000 shares of Series A PIK Redeemable Preferred Stock, par value $0.001 per share (the “Preferred Stock”), having the rights, preferences, privileges and restrictions set forth in the Charter of the Company attached hereto as Exhibit A.

     2.2 Authorization of Common Stock. The Company has duly authorized the issuance and sale, pursuant to the terms and conditions of this Agreement, of 17,500 shares of Common Stock.

     2.3 Senior Term Loans.

          (a) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“Senior Term Loan B”) to the Company on the Closing Date in the principal amount of $10,000,000. From and after Closing, the Senior Term Loan B shall be evidenced by one or more promissory notes made by the Company in favor of Purchasers in the form attached hereto as Exhibit B-1 (the “Senior Term B Notes”) to be delivered by the Company at the Closing.

          (b) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“Senior Term Loan C” and together with Senior Term Loan B the “Senior Term Loans”) to the Company on the Additional Closing Date in the principal amount of $4,000,000. From and after the Additional Closing, the Senior Term Loan C shall be evidenced by one or more promissory notes made by the Company in favor of Purchasers in the form attached hereto as Exhibit B-2 (the “Senior Term C Notes”, and together with the Senior Term B Notes, the “Senior Term Notes”) to be delivered by the Company at the Additional Closing.

     2.4 Senior Subordinated Notes. The Company has duly authorized the issuance and sale to Purchasers of $8,600,000 in aggregate principal amount of the Company’s Senior Subordinated Notes Due September 30, 2009 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4, the “Senior Subordinated Notes”), to be substantially in the form of the Senior Subordinated Notes attached hereto as Exhibit C.

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     2.5 Junior Subordinated Notes. The Company has duly authorized the issuance and sale to Purchasers of $8,600,000 in aggregate principal amount of the Company’s Junior Subordinated Notes Due September 30, 2010 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4 and Notes issued in exchange for Put Shares pursuant to Section 10.4 or Section 10.5, the “Junior Subordinated Notes”) (the Junior Subordinated Notes together with the Senior Subordinated Notes, the “Subordinated Notes”). The Junior Subordinated Notes are authorized in two tranches: Tranche A Junior Subordinated Notes in the aggregate principle amount of $4,300,000 (“Tranche A Notes”) and Tranche B Junior Subordinated Notes in the aggregate principle amount of $4,300,000 (the “Tranche B Notes”). The Junior Subordinated Notes will be in substantially the forms attached as Exhibits D-1 and D-2.

     2.6 Authorization and Issuance of the Warrants. The Company has duly authorized the issuance and sale to Purchasers of stock purchase warrants substantially in the form of the warrant attached hereto as Exhibit E evidencing Purchasers’ right to acquire an aggregate of 88,560 shares of Common Stock of the Company (the “Warrants”) representing 83.5% of issued and outstanding Common Stock of the Company at the time of Closing (before giving effect to the exercise of all Options issued or reserved for issuance as of the Closing Date).

     2.7 Sale and Purchase. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, (a) the Company shall sell to Purchasers, and Purchasers shall purchase from the Company, in an amount equal to the pro rata portion of the Notes as set forth on Annex B, the Notes in the aggregate principal amount set forth in Section 2.3, Section 2.4 and Section 2.5 hereof for $31,200,000 in the aggregate, (b) the Company shall sell to Purchasers, and Purchasers shall purchase from the Company, in an amount equal to the pro rata portion of the Warrants as set forth on Annex B, the Warrants for $100 in the aggregate and (c) the Company shall sell to Purchasers, and Purchasers shall purchase from the Company, in an amount equal to the pro rata portion of the Preferred Stock as set forth on Annex B, 20,000 shares of Preferred Stock for $20,000,000 in the aggregate and 17,500 shares of Common Stock for $1,750,000 in the aggregate.

     2.8 The Closing.

          (a) The closing of the sale of the Original Securities took place at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, on September 30, 2003 (the “Closing Date”). The Original Securities were issued in such name or names and in such permitted denomination or denominations as set forth in Annex B or as Purchasers requested in writing not less than two (2) Business Days before the Closing Date. Delivery of the Original Securities were made to Purchasers against payment of the purchase price therefor, less the Loan Origination Fee, the Structuring Fee and any other amounts payable pursuant to Section 4.1(i).

          (b) Delivery of and payment for the Additional Securities (the “Additional Closing”) shall be made at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, commencing at 10:00 a.m., local time, on the date hereof or at such place or on such other date as may be mutually agreeable to the Company and Purchasers. The date and time of the Additional Closing as finally determined pursuant to this Section 2.8(b) are referred to herein as the “Additional Closing Date.” Delivery of the Additional Securities shall be made to Purchasers (or their designees) against payment of the purchase price therefor, less any unpaid Senior Term C Closing Fee and any other amounts due and payable pursuant to Section 4.1(i) hereof, by wire transfer of immediately available funds in the manner agreed to by the Company

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and Purchasers. The Senior Term C Notes shall be issued in such name or names and in such permitted denomination or denominations as set forth in Annex B or as Purchasers may request in writing not less than two (2) Business Days before the Additional Closing Date.

ARTICLE 3

REPAYMENT OF THE SENIOR TERM LOANS,
THE SENIOR SUBORDINATED NOTES
AND THE JUNIOR SUBORDINATED NOTES

     3.1 Interest Rates and Interest Payments.

          (a) Senior Term Loan B. The Company covenants and agrees to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan B on the first Business Day of each month, commencing November 1, 2003 through the date of repayment in full of the Senior Term Loan B. The Senior Term Loan B shall bear interest on the outstanding principal thereof at the Loan B Rate. Interest shall be computed on the basis of a year of three hundred sixty (360) days, composed of twelve 30-day months, and the actual number of days elapsed.

          (b) Senior Term Loan C. The Company covenants and agrees to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan C on the first Business Day of each month commencing January 1, 2005 through the date of repayment in full of the Senior Term Loan C. The Senior Term Loan C shall bear interest on the outstanding principal thereof at the Loan C Rate. Interest shall be computed on the basis of a year of three hundred sixty (360) days, composed of twelve 30-day months, and the actual number of days elapsed.

          (c) Senior Subordinated Notes. The Company covenants and agrees to make payments to Agent for the ratable benefit of Purchasers, of accrued interest on the Senior Subordinated Notes on the first Business Day of each month during the term of the Senior Subordinated Notes commencing on November 1, 2003. The Senior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Senior PIK Interest that is paid-in-kind as described below), at a rate equal to thirteen percent (13.0%) per annum (“Senior Cash Interest”) and (ii) interest will be payable in kind on (and thereby increase) the outstanding principal amount of the Senior Subordinated Notes (as such principal amount is so increased from time to time), at a rate of two percent (2%) per annum (“Senior PIK Interest”); provided, further, that a late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid when due in accordance with this Section 3.1(b). Senior PIK Interest shall be payable monthly as provided above. Senior PIK Interest shall be payable as an increase in the principal amount of the Senior Subordinated Notes without any further action on the part of Agent or the Company and such increased principal amount of the Senior Subordinated Notes shall be paid in full in connection with the repayment of the Senior Subordinated Notes. Both Senior Cash Interest and Senior PIK Interest will be computed on the basis of a year of 360 days, composed of twelve 30-day months, and the actual number of days elapsed. The Agent’s determination of the amount of Senior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.

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          (d) Junior Subordinated Notes. The Company covenants and agrees to make payments to Agent for the ratable benefit of Purchasers, of accrued interest on the Junior Subordinated Notes on the first Business Day of each month during the term of the Junior Subordinated Notes commencing on November 1, 2003. The Junior Subordinated Notes will bear interest in two components: (i) interest will be payable in cash on the outstanding principal amount thereof (as increased by Junior PIK Interest that is paid-in-kind as described below), at a rate equal to fourteen percent (14.0%) per annum (“Junior Cash Interest”) and (ii) interest will be payable in kind on (and thereby increase) the outstanding principal amount of the Junior Subordinated Notes (as such principal amount is so increased from time to time), at a rate of three percent (3%) per annum (“Junior PIK Interest”); provided, further, that a late fee of two hundred and fifty (250) basis points shall be added on any amounts due hereunder which are not paid when due in accordance with this Section 3.1(c). Junior PIK Interest shall be payable as an increase in the principal amount of the Junior Subordinated Notes without any further action on the part of Agent or the Company and such increased principal amount of the Junior Subordinated Notes shall be paid in full in connection with the repayment of the Junior Subordinated Notes. Both Junior Cash Interest and Junior PIK Interest on the Junior Subordinated Notes will be computed on the basis of a year of 360 days, composed of twelve 30-day months, and the actual number of days elapsed. The Agent’s determination of the amount of Junior Subordinated Notes outstanding at any time shall be conclusive and binding, absent manifest error.

          (e) Further PIK Conditions. From and after the date on which the Senior Agent gives the Agent and the Company notice that either of the Tranche B PIK Conditions exists, notwithstanding the Junior Cash Interest Payment obligations of the Company pursuant to Section 3.1(d), the entire amount of interest payable on the Tranche B Notes shall be payable in the form of Junior PIK Interest at a rate of 17.0% per annum, subject to such other terms with respect to Junior PIK Interest as are provided in Section 3.1(d). From and after the date on which the Senior Agent gives the Agent and the Company notice that either of the Tranche A PIK Conditions exists, notwithstanding the Junior Cash Interest Payment obligations of the Company pursuant to Section 3.1(d), the entire amount of interest payable on the Tranche A Notes shall be payable in the form of Junior PIK Interest at a rate of 17.0% per annum, subject to such other terms with respect to Junior PIK Interest as are provided in Section 3.1(d). The Tranche A Notes shall resume payment of Junior Cash Interest prospectively from and after the date (and so long as) both Tranche A PIK Conditions shall cease to exist and the Tranche B Notes shall resume payment of Junior Cash Interest prospectively from and after the date (and so long as) both Tranche B PIK Conditions shall cease to exist.

          (f) Cash Payments in Lieu of PIK Interest. Notwithstanding Sections 3.1(c), (d) and 3.1(e) hereof, commencing with the first “accrual period” (as defined for purposes of the Code) ending after the fifth anniversary of the Closing Date, the Company shall, in respect to either or both series of Subordinated Notes (including, for all purposes of this Section 3.1(f), any Tranche thereof), pay in cash, on or before the end of such accrual period, both the annual Junior or Senior PIK Interest and the accrued and unpaid PIK Interest with respect to such series of Subordinated Notes if, but only to the extent that, the aggregate amount of the sum of (i) the PIK Interest and (ii) the original issue discount (other than PIK Interest), in each case that has accrued and not been paid in cash from the Closing Date through the end of such accrual period on such series of Subordinated Notes, exceeds the product of the “issue price” (as defined for purposes of the Code) for such series of Subordinated Notes and the “yield to maturity” (as defined for purposes of the Code) on such series of Subordinated Notes.

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     3.2 Repayment of Senior Term B Notes. The Company covenants and agrees to repay to Agent, for the ratable benefit of Purchasers, the unpaid principal balance of the Senior Term B Notes in the amount of $25,000 per calendar quarter commencing January 1, 2004. The Company covenants and agrees to repay to Agent, for the ratable benefit of Purchasers, the then unpaid principal balance of the Senior Term B Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder on September 30, 2008.

     3.3 Repayment of Senior Term C Notes. The Company covenants and agrees to repay Agent, for the ratable benefit of Purchasers, the then unpaid principal balance of the Senior Term C Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder on November 10, 2011.

     3.4 Repayment of Senior Subordinated Notes. The Company covenants and agrees to repay to Agent, for the ratable benefit of Purchasers, the then unpaid principal balance of the Senior Subordinated Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder on September 30, 2009.

     3.5 Repayment of Junior Subordinated Notes. The Company covenants and agrees to pay to Agent, for the ratable benefit of Purchasers, the then unpaid principal balance of the Junior Subordinated Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder on September 30, 2010.

     3.6 Optional Prepayment of the Notes. Subject to the terms of this Section 3.6, the Company may prepay to Agent, for the ratable benefit of Purchasers, the outstanding principal amount of the Senior Term Notes, the Senior Subordinated Notes and the Junior Subordinated Notes in whole or in part in multiples of $100,000, or such lesser amount as is then outstanding on any of the Notes, at any time at a price equal to (i) the accrued interest on such Note, if any, to the date set for prepayment, plus, (ii) a prepayment fee representing the amortization of certain of Purchasers’ costs incurred in connection with the purchase of the Notes, equal to the principal amount prepaid on such Note multiplied by the following percentage:

If Prepaid During
the 12-Month Period
Ending on September 30
of the Following Years:	Percentage
2004	5%
2005	4%
2006	3%
2007	2%
2008	1%

provided, however, that (a) the Senior Subordinated Notes may not be prepaid so long as any Senior Term Notes remain outstanding and (b) the Junior Subordinated Notes may not be prepaid so long as any Senior Subordinated Notes remain outstanding. All such prepayments (A) shall be applied by Agent to the outstanding principal of the Notes in order of priority set forth above and in the inverse order of maturity after application of such prepayment to any accrued interest and prepayment premium payable in connection therewith, and (B) in connection with the Senior Term Loans, shall be applied first to the Senior Term Loan B and second, so long as no Senior Term B Notes remain outstanding, to the Senior Term Loan C.

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     3.7 Notice of Optional Prepayment. If the Company elects to prepay any Notes pursuant to Section 3.6 hereof, the Company shall give notice of such prepayment to Agent and each holder of the Notes to be prepaid not less than thirty (30) days or more than ninety (90) days prior to the date fixed for prepayment, specifying (i) the date on which such prepayment is to be made, (ii) the principal amount of such Notes to be prepaid on such date, and (iii) the premium, if any, and accrued interest applicable to the prepayment. Such notice shall be accompanied by a certificate of the Chairman of the Board of Directors, the President or the Vice President and the Treasurer of the Company that such prepayment is being made in compliance with Section 3.6. Notice of prepayment having been so given, the aggregate principal amount of the Notes specified in such notice, together with accrued interest thereon and the premium, if any, shall become due and payable on the prepayment date set forth in such notice.

     3.8 Mandatory Prepayment.

          (a) Change of Control. The Notes shall be prepaid in full, together with all interest, fees and expenses plus a prepayment premium computed in accordance with Section 3.6, as if such prepayment were an optional prepayment pursuant to Section 3.6, in the event of a Change of Control or upon such Notes becoming due pursuant to Section 8.2.

          (b) Excess Cash Flow. Subject to the satisfaction of each of the conditions set forth in the second sentence of Section 7.18 of the Senior Credit Agreement, the Company shall prepay the outstanding amount of the Senior Term Notes in an amount equal to 75% of Net Cash Flow for each fiscal year commencing on or after December 31, 2003, payable upon delivery of the financial statements to the Agent referred to in and required by Section 7.1(e)(i) for such fiscal year but in any event not later than ninety (90) days after the end of each such subsequent fiscal year, which amount shall be applied first, to the outstanding principal installments of the Term Financing in the inverse order of the maturities thereof; provided, however, that (a) with respect to each fiscal year during which the Senior Leverage Ratio (as defined in the Senior Credit Agreement) was equal to or less than 1.25 to 1.00, the 75% figure set forth in this Section 3.8(b) shall be reduced to 50%; and provided, further, that the amount of any prepayment due pursuant to this Section 3.8(b) shall be reduced by the amount of any prepayment made by the Company on the Term Financing pursuant to Section 2.14(b) of the Senior Credit Agreement. All such prepayments shall be applied by Agent to the outstanding principal of Senior Term Loan B, and then to the outstanding principal of Senior Term Loan C, in each case in the inverse order of maturity after application of such prepayment to any accrued interest payable in connection therewith.

     3.9 Home Office Payment. The Company will pay all sums becoming due on the Notes for principal, premium, if any, and interest to Agent by the method and at the address specified for such purpose in Annex A, or by such other method or at such other address as Purchasers shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Notes or the making of any notation thereon, except that, upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, each holder thereof shall surrender such Notes for cancellation, reasonably promptly after such request, to the Company at its principal executive office.

     3.10 Taxes. Any and all payments by the Company hereunder or under the Notes or any other Transaction Documents that are made to or for the benefit of Purchasers shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts,

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deductions, charges or withholdings and penalties, interests and all other liabilities with respect thereto (collectively, “Taxes”), excluding taxes imposed on Agent’s or Purchasers’ net income or capital and franchise taxes imposed on any of them by the jurisdiction under the laws of which any of them is organized or any political subdivision thereof (all such nonexcluded Taxes being hereinafter referred to as “Covered Taxes”). If the Company shall be required by law to deduct any Covered Taxes from or in respect of any sum payable hereunder or under any Note or other Purchase Document to Agent for the benefit of Purchasers, or to Purchasers, the sum payable shall be increased as may be necessary so that after making all required deductions of Covered Taxes (including deductions of Covered Taxes applicable to additional sums payable under this Section 3.10), each Purchaser receives an amount equal to the sum it would have received had no such deductions been made. The Company shall make such deductions and the Company shall pay the full amount so deducted to the relevant taxation authority or other authority in accordance with applicable law. In addition, the Company agrees to pay any present or future stamp, documentary, excise, privilege, intangible or similar levies that arise at any time or from time to time from any payment made under any and all Transaction Documents or from the execution or delivery by the Company or from the filing or recording or maintenance of, or otherwise with respect to the exercise by Agent or Purchasers of their respective rights under any and all Transaction Documents (collectively, “Other Taxes”). The Company will indemnify Agent and Purchasers for the full amount of Covered Taxes imposed on or with respect to amounts payable hereunder and Other Taxes, and any liability (including, without limitation, penalties, interest and expenses) arising therefrom or with respect thereto. Payment of this indemnification shall be made within thirty (30) days from the date Agent or Purchasers provide the Company with a certificate certifying and setting forth in reasonable detail the calculation thereof as to the amount and type of such Taxes. Any such certificates submitted by Agent or Purchasers in good faith to the Company shall, absent manifest error, be final, conclusive and binding on all parties. The obligation of the Company under this Section 3.10 shall survive the payment of the Notes and the termination of this Agreement. Within thirty (30) days after the Company having received a receipt for payment of Covered Taxes and/or Other Taxes, the Company shall furnish to Agent, the original or certified copy of a receipt evidencing the full payment thereof.

     3.11 Maximum Lawful Rate. This Agreement, the Notes and the other Transaction Documents are hereby limited by this Section 3.11. In no event, whether by reason of acceleration of the maturity of the amounts due hereunder or otherwise, shall interest and fees contracted for, charged, received, paid or agreed to be paid to Purchasers exceed the maximum amount permissible under such applicable law. If, from any circumstance whatsoever, interest and fees would otherwise be payable to Agent or Purchasers in excess of the maximum amount permissible under applicable law, the interest and fees shall be reduced to the maximum amount permitted under applicable law. If from any circumstance, Agent or Purchasers shall have received anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excess of interest shall be applied to the reduction of the principal amount of the Notes, in such manner as may be determined by Purchasers, and not to the payment of fees or interest, or if such excessive interest exceeds the unpaid balance of the principal amount of the Notes, such excess shall be refunded to the Company.

     3.12 Capital Adequacy. If, after the date hereof, either the introduction of or any change of the interpretation of any law or the compliance by Purchasers with any guideline or request from any governmental authority (whether or not having the force of law) has or would have the effect of reducing the rate of return on the capital or assets of Purchasers as a consequence of, as determined by Agent or Purchasers in their sole discretion, the existence of

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any Purchaser’s obligations under this Agreement or any other Transaction Documents, then, upon demand by Purchasers, the Company immediately shall pay to Purchasers, from the time as specified by Purchasers, additional amounts sufficient to compensate Purchaser in light of such circumstances.

     3.13 Breakage. In addition to all amounts required to be paid by the Company pursuant to this Agreement, the Company shall compensate each Purchaser, upon demand, for all losses, expenses and liabilities that such Purchaser may sustain (i) if for any reason any LIBOR Rate based loan is prepaid on a date that is not the last day of the applicable interest period or (ii) as a consequence of any failure by the Company to repay LIBOR Rate based loans when required by the terms hereof. The Purchaser making demand for such compensation shall deliver to the Company concurrently with such demand a written statement as to such losses, expenses and liabilities in reasonable detail, and this statement shall be conclusive as to the amount of compensation due to such Purchaser, absent manifest error.

     3.14 Certain Waivers. The Company unconditionally waives (i) any rights to presentment, demand, protest or (except as expressly required hereby) notice of any kind, and (ii) any rights of rescission, setoff, counterclaim or defense to payment under the Notes or otherwise that the Company may have or claim against any Purchaser, the Agent or any prior Purchaser or Agent.

     3.15 Redemption of Preferred Stock. The Company shall redeem the Preferred Stock as specified in its Charter and shall make all payments required to be made thereunder.

ARTICLE 4

CONDITIONS

     4.1 Conditions to the Senior Term Loans and the Purchase of Securities. The obligation of Purchasers to advance the Senior Term Loans and to purchase and pay for the Securities is subject to the satisfaction, prior to or at the Closing, in the case of the issuance of the Original Securities, and the Additional Closing, in the case of the issuance of the Additional Securities, as the case maybe, of the following conditions:

          (a) Representations and Warranties True. The representations and warranties contained in Article 5 hereof shall be true and correct in all material respects at and as of the Closing Date and the Additional Closing Date, as the case may be, as though then made, except to the extent of changes caused by the transactions expressly contemplated herein.

          (b) Material Adverse Change. There will have been no material adverse change in the business or financial condition of the Company since July 30, 2003.

          (c) Security Agreement; Collateral Assignment. The Company and Agent, for the benefit of Purchasers, shall have entered into (i) a security agreement, in form and substance as set forth in Exhibit F attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Security Agreement”) and (ii) a collateral patent, trademark, copyright and license assignment or assignments in form and substance as set forth in Exhibit G attached hereto (as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof, the “Collateral Assignment”). The Company shall have executed and delivered to Agent, for the benefit of

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Purchasers, such financing statements and other instruments (collectively, “Financing Statements”) as Agent shall require in order to perfect and maintain the continued perfection of the security interest created by the Security Agreement and the Collateral Assignment. Agent shall have received reports of filings with appropriate government agencies showing that there are no Liens on the assets of the Company other than Permitted Liens.

          (d) Consummation of Acquisitions.

          (i) On the Closing Date, the Acquisition shall have been consummated on the terms set forth in the Acquisition Agreement and in form and substance satisfactory to Purchasers, in their sole discretion, and Purchasers shall have been provided copies of all agreements, instruments and documents delivered in connection therewith.

          (ii) On the Additional Closing Date, the Proxtronics Acquisition shall have been consummated on the terms set forth in the Proxtronics Acquisition Agreement in form and substance satisfactory to Purchasers, in their sole discretion, and Purchasers shall have been provided copies of all agreements, instruments and documents delivered in connection therewith.

          (e) Senior Financing. The Senior Financing shall have been consummated in form and substance satisfactory to Purchasers, in their sole discretion, and Purchasers shall have been provided copies of all agreements, instruments and documents delivered in connection therewith.

          (f) Environmental Reports. Agent shall have received all requested reports covering the Company’s properties in form and substance satisfactory to Agent regarding the Company’s compliance with Environmental Laws.

          (g) Stockholders Agreement. The Company and each of its stockholders shall have entered into a stockholders agreement in form and substance as set forth in Exhibit H hereto (as the same may be amended, modified or supplemented and in effect from time to time, the “Stockholders Agreement”).

          (h) Closing Documents. The Company will have delivered or caused to be delivered to Agent all of the following documents in form and substance satisfactory to Agent:

          (i) one or more Senior Term B Notes evidencing the Senior Term Loan B (as designated by Agent and Purchasers pursuant to Section 2.3(a) and Annex B hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Company;

          (ii) one or more Senior Term C Notes evidencing the Senior Term Loan C (as designated by Agent and Purchasers pursuant to Section 2.3(b) and Annex B hereof) in aggregate original principal amount as set forth herein, duly completed and executed by the Company;

          (iii) one or more Senior Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.4 and Annex B hereof) in

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aggregate original principal amounts as set forth herein, duly completed and executed by the Company;

          (iv) one or more Junior Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.5 and Annex B hereof) in aggregate original principal amounts as set forth herein, duly completed and executed by the Company;

          (v) one or more Warrants (as designated by Agent and Purchasers pursuant to Section 2.6 and Annex B hereof) evidencing the right to acquire the number of shares of Common Stock of the Company set forth in Section 2.6 and Annex B hereof, subject to adjustment from time to time in accordance with the terms thereof;

          (vi) one or more stock certificates representing the Preferred Stock purchased pursuant to this Agreement;

          (vii) one or more stock certificates representing the Common Stock purchased pursuant to this Agreement;

          (viii) certificates of good standing dated not more than 10 days prior to the Closing Date and the Additional Closing Date, as the case may be, for the Company issued by its jurisdiction of organization and each jurisdiction where it is qualified to operate as a foreign corporation, or its equivalent;

          (ix) a copy of the Charter of the Company certified by the appropriate governmental official of the jurisdiction of its organization as of a date not more than 10 days prior to the Closing Date and the Additional Closing Date, as the case may be;

          (x) a copy of the By-laws of the Company, certified as of the Closing Date and the Additional Closing Date, as the case may be, by the secretary or assistant secretary of the Company;

          (xi) a certificate of the secretary or assistant secretary of the Company, certifying as to the names and true signatures of the officers or other authorized person of the Company authorized to sign this Agreement and the other documents to be delivered by the Company hereunder;

          (xii) copies of the resolutions duly adopted by the Company’s board of directors, general partners, board of managers or other governing body, authorizing the execution, delivery and performance by the Company of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the Company is a party, and the consummation of all of the other Transactions, certified as of the Closing Date and the Additional Closing Date, as the case may be, by the secretary or assistant secretary of the Company;

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          (xiii) a certificate dated as of the Closing Date and the Additional Closing Date, as the case may be, from an officer of the Company stating that the conditions specified in this Section 4.1 have been fully satisfied or waived by Agent;

          (xiv) certificates of insurance evidencing the existence of all insurance required to be maintained by the Company pursuant to Section 7.1(c), and Agent shall be satisfied with the type and extent of such coverage;

          (xv) copies of all material leases to which the Company is a party; and

          (xvi) such other documents relating to the Transactions contemplated by this Agreement as Agent or its special counsel reasonably may request.

          (i) Purchaser’s Fees and Expenses.

          (i) Loan Origination Fee. On the Closing Date, the Company shall pay the Loan Origination Fee to ACFS (and the Company hereby authorizes Agent to deduct from the aggregate proceeds from the sale of the Original Securities, by the Company, the unpaid amount of such Loan Origination Fee);

          (ii) Structuring Fee. On the Closing Date, the Company shall pay the Structuring Fee to ACFS (and the Company hereby authorizes the Agent to deduct from the sale of the Original Securities, by the Company, the unpaid amount of such Structuring Fee);

          (iii) Senior Term C Closing Fee. On the Additional Closing Date, the Company shall pay the Senior Term C Closing Fee to ACFS (and the Company hereby authorizes the Agent to deduct from the sale of the Additional Securities, by the Company, the unpaid amount of such Senior Term C Closing Fee); and

          (iv) Other Fees and Expenses. On the Closing Date and the Additional Closing Date, as the case may be, the Company shall have paid the fees and expenses of Agent and Purchasers, payable by the Company pursuant to Section 14.4 hereof (and the Company hereby authorizes Agent to deduct from the aggregate proceeds of the sale of the Securities, by the Company, all such amounts).

          (j) Legal Investment. On the Closing Date and the Additional Closing Date, as the case may be, Purchasers’ purchase of the Securities and making of the Senior Term Loans shall not be prohibited by any applicable law, rule or regulation of any Governmental Authority (including, without limitation, Regulations T, U or X of the Board of Governors of the Federal Reserve System) as a result of the promulgation or enactment thereof or any changes therein.

          (k) Proceedings. All proceedings taken or required to be taken in connection with the transactions contemplated hereby to be consummated at or prior to the Closing and the

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Additional Closing Date, as the case may be, and all documents incident thereto will be satisfactory in form and substance to Agent and its special counsel and to Purchaser and its special counsel.

          (l) Consummation of Senior Financing. The Senior Financing shall have been consummated in form and substance satisfactory to the Purchasers in the Purchasers’ sole discretion and the Purchasers shall have been provided copies of all agreements, instruments and documents in connection therewith.

          (m) Investment Banking Services Agreement. The Company and ACFS shall have executed an Investment Banking Services Agreement in the form attached hereto as Exhibit I.

          (n) Employment Agreement of Sandra Nemecek. The Company shall have entered into an Employment Agreement with Sandra Nemecek in form and substance satisfactory to the Agent and the Purchaser in their sole discretion.

          (o) Intercreditor Agreement. The Company and Agent, for the benefit of Purchasers, and GMAC, as agent for the Senior Lenders, shall have entered into the Intercreditor Agreement.

          4.2 Waiver. Any condition specified in Section 4.1 hereof may be waived by Agent on behalf of Purchasers; provided that no such waiver will be effective against Agent unless it is set forth in a writing executed by Agent.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     5.1 Representations and Warranties of the Company. As a material inducement to Agent and Purchasers to enter into this Agreement, advance the Senior Term Loans, and purchase the Securities, the Company hereby represents and warrants to Agent and Purchasers as follows:

          (a) Organization and Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company has all requisite corporate or other organizational power and authority and all material licenses, permits, approvals and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and presently proposed to be conducted and to carry out the Transactions, and is qualified to do business in the jurisdictions listed on the “Organization Schedule” attached hereto as Schedule 5.1(a), which includes every jurisdiction where the failure to so qualify would reasonably be expected to have a Material Adverse Effect. The Company has its principal place of business as set forth on the “Organization Schedule”. The copies of the Charter and By-laws of the Company has been furnished to Agent and reflect all amendments made thereto at any time prior to the date of this Agreement and are correct and complete.

          (b) Principal Business. The Company is primarily engaged in the business of supplying analytical monitoring services to detect personal occupational exposure to radiation (the “Business”).

          (c) Financial Statements and Financial Projections.

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          (i) Financial Statements; Historical Statements. The Company has delivered to Agent copies of its unaudited pro forma balance sheet and income statements of the Business for the year ended December 31, 2002, and unaudited balance sheet and income statements for the six (6) month period ended June 30, 2003 (together, the “Financial Statements”). The Financial Statements present fairly the financial position, results of operations and cash flows of the Business as at the dates and for the periods indicated.

          (ii) Financial Projections. The Company has delivered to Agent financial projections of the Company and their Subsidiaries for the period the Closing Date through December 31, 2008 derived from various assumptions of Company’s management (the “Financial Projections”). The Financial Projections represent a reasonable range of possible results in light of the history of the Business and the Company’s present and reasonably foreseeable conditions and the intentions of the Company’s management. The Financial Projections accurately reflect the liabilities of the Company upon consummation of the transactions contemplated hereby as of the Closing Date in all material respects.

          (iii) Accuracy of Financial Statements. The Company and their Subsidiaries do not have any liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Annual Statements or in the notes thereto, and except as disclosed therein, there are no unrealized or anticipated losses from any commitments of the Company and their Subsidiaries in each case which would be reasonably expected to cause a Material Adverse Effect.

          (d) Capitalization and Related Matters. As of the Additional Closing Date, after giving effect to the Transactions, the authorized capital stock of the Company will consist of 200,000 shares of Common Stock of which 17,581 shares of Common Stock are issued and outstanding and of which 88,967 shares of Common Stock of the Company have been reserved for issuance upon exercise of the Warrants, and 50,000 shares of Preferred Stock, 20,092 of which are issued and outstanding. As of the Additional Closing Date, after giving effect to the Transactions, the Company will not have outstanding any stock or securities convertible or exchangeable for any shares of its capital stock or any rights or options to subscribe for or to purchase its capital stock or any stock or securities convertible into or exchangeable for its capital stock, other than the Warrants and Options. As of the Additional Closing Date, after giving effect to the Transactions, the Company will not be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock, except as set forth herein, in the Charter and in the Stockholders Agreement. As of the Additional Closing Date, after giving effect to the Transactions, all of the outstanding shares of the Company’s capital stock will be validly issued, fully paid and nonassessable. There are no statutory or contractual stockholders’ preemptive rights with respect to the issuance of the Warrants or Preferred Stock hereunder. The Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of any of its capital stock, and the offer, sale and issuance of the Securities hereunder do not require registration under the Securities Act or any applicable state securities laws. There are no agreements among the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock other than as contemplated herein and in the Stockholders Agreement.

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          (e) Subsidiaries. The Company does not own, or hold any rights to acquire, any shares of stock or any other security or interest in any other Person. The Company has no Subsidiaries.

          (f) Authorization; No Breach. The execution, delivery and performance of the Transaction Documents, and the consummation of the Transactions has been duly authorized by the Company. Except as specifically provided by the Transaction Documents, the execution and delivery by the Company of the Transaction Documents and the consummation of the Transactions do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) except as created pursuant to the Security Documents, result in the creation of any Lien upon the Company’s capital stock or assets pursuant to, (iv) give any third party the right to accelerate any obligation under, (v) result in a violation of, or (vi) require any authorization, consent, approval, exemption or other action by or notice to any Governmental Authority pursuant to, the Charter or By-laws of the Company, or any law, statute, rule or regulation to which the Company is subject, or any agreement, instrument, order, judgment or decree to which the Company is a party or to which it or its assets are subject.

          (g) Governmental Approvals. Except as specifically provided by the Transaction Documents, no registration with or consent or approval of, or other action by, any Governmental Authority is or will be required in connection with the consummation of the Transactions by the Company.

          (h) Enforceability. This Agreement constitutes, and each of the other Transaction Documents when duly executed and delivered by the Company will constitute, legal, valid and binding obligations of the Company enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity.

          (i) No Material Adverse Change. Since June 30, 2003 there has been no event or occurrence that is reasonably likely to have a Material Adverse Effect.

          (j) Litigation. Except as described in the “Litigation Schedule” attached hereto as Schedule 5.1(j) there are no actions, suits or proceedings at law or in equity or by or before any arbitrator or any Governmental Authority now pending or, to the best knowledge of the Company’ management after due inquiry, threatened against or filed by or affecting the Company, its directors or officers or the businesses, assets or rights of the Company. The Company, its directors or officers shall promptly provide Agent with a copy of all pleadings of all lawsuits filed against others and, in the case of other actions, a letter stating the nature of such suits and a copy of all pleadings.

          (k) Compliance with Laws. The Company is not in violation in any respect of any applicable Law where such violation would reasonably be expected to have a Material Adverse Effect. The Company is not in default with respect to any Order, rule or regulation of any Governmental Authority which default would reasonably be expected to have a Material Adverse Effect. The Company is not in, and the consummation of the Transactions will not cause any, default concerning any Order, rule or regulation of any Governmental Authority which default would reasonably be expected to have a Material Adverse Effect, and there is no investigation, enforcement action or regulatory action pending or to the Company’s knowledge,

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threatened against or affecting the Company by any Governmental Authority, except as set forth on the Litigation Schedule or would not be reasonably be expected to have a Material Adverse Effect. Except as set forth in the Litigation Schedule, there is no remedial or other corrective action that the Company is required to take to remain in compliance with any Order, rule or regulation of any Governmental Authority or to maintain any material Permits granted by any Governmental Authority in full force and effect. During the past ten (10) years, none of the officers, directors or management of the Company has been arrested or convicted of any material crime nor have any of them been bankrupt or an officer or director of a bankrupt company.

          (l) Environmental Protection. Except as specified in the “Environmental Schedule” attached hereto as Schedule 5.1(l) and after giving effect to the Transactions: (i) the business of the Company, the methods and means employed by it in its operation (including all operations and conditions at or in its properties), and the assets owned, leased, managed, used, controlled, held or operated by it, comply in all respects with all applicable Environmental Laws, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect; (ii) with respect to the Properties and Facilities, the Company has obtained, possesses and is in compliance with all Environmental Permits, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect; (iii) the Company has not received (x) any claim or notice of violation, lien, complaint, suit, Order or other claim or notice to the effect they are or may be liable to any Person as a result of (A) the environmental condition of any of their Properties or any other property, or (B) the Release or threatened Release of any Pollutant, or (y) any letter or request for information under Section 104 of the CERCLA, or comparable state laws, and to the best of the Company’s knowledge, none of the operations of the Company is the subject of any investigation by a Governmental Authority evaluating whether any remedial action is needed to respond to a Release or threatened Release of any Pollutant at the Properties and Facilities or at any other location, including any location to which the Company has transported, or arranged for the transportation of, any Pollutants with respect to the Properties and Facilities; (iv) neither the Company, nor any prior owner or operator has incurred in the past, or is now subject to, any material Environmental Liabilities; (v) there are no Liens, covenants, deed restrictions, notice or registration requirements, or other limitations applicable to the Properties and Facilities, based upon any Environmental Laws; (vi) there are no USTs located in, at, on, or under the Properties and Facilities other than the USTs identified in the Environmental Schedule as USTs; and each of those USTs is in full compliance with all Environmental Laws; and (vii) except as disclosed in the Environmental Schedule, there are no PCBs, lead paint, asbestos (of any type or form), or materials, articles or products containing PCBs, lead paint or asbestos, located in, at, on, under, a part of, or otherwise related to the Properties and Facilities (including, without limitation, any building, structure, or other improvement that is a part of the Properties and Facilities), and all of the PCBs, lead paint, asbestos, and materials, articles and products containing PCBs, lead paint or asbestos identified in the Environmental Schedule are in full compliance with all Environmental Laws.

          (m) Legal Investments; Use of Proceeds. The Company will use the proceeds from the sale of the Original Securities and the making of the Senior Term Loan B to pay a portion of the purchase consideration under the Acquisition Agreement. The Company will use the proceeds from the making of the Senior Term Loan C to pay a portion of the purchase consideration under the Proxtronics Acquisition Agreement. The Company is not engaged in the business of extending credit for the purpose of purchasing or carrying any “margin stock” or “margin security” (within the meaning of Regulations T, U or X issued by the Board of Governors of the Federal Reserve System), and no proceeds of the sale of the Securities and the

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making of the Senior Term Loans will be used to purchase or carry any margin stock or margin security or to extend credit to others for the purpose of purchasing or carrying any margin stock or margin security.

          (n) Taxes. The Company has filed or caused to be filed all Federal, state and local tax returns that are required to be filed by them, and has paid or caused to be paid all taxes shown to be due and payable on such returns or on any assessments received by it, including payroll taxes, except where such taxes are being contested in good faith by appropriate proceedings and the Company has set aside on its books adequate reserves with respect thereto.

          (o) Labor and Employment. The Company and its Plans are in compliance in all respects with those provisions of ERISA, the Code, the Age Discrimination in Employment Act, and the regulations and published interpretations thereunder which are applicable to the Company or any such Plan except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. No Reportable Event has occurred with respect to any Plan as to which the Company is or was required to file a report with the PBGC. No Plan has any material amount of unfunded benefit liabilities (within the meaning of Section 4001(a)(18) of ERISA) or any accumulated funding deficiency (within the meaning of Section 302(a)(2) of ERISA), whether or not waived, and neither the Company nor any member of the Controlled Group has incurred or expects to incur any material withdrawal liability under Subtitle E of Title IV of ERISA to a Multiemployer Plan. The Company is in compliance in all respects with all labor and employment laws, rules, regulations and requirements of all applicable domestic and foreign jurisdictions except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. There are no pending or to the Company’s knowledge, threatened labor disputes, work stoppages or strikes.

          (p) Investment Company Act; Public Utility Holding Company Act. The Company is not (i) an “investment company” or “controlled” by an investment company within the meaning of the Investment Company Act of 1940, as amended, or (ii) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company,” within the meaning of the Public Utility Holding Company Act of 1935, as amended.

          (q) Properties; Security Interests. The Company has good and marketable title to, or valid leasehold interests in, all of the material assets and properties used or useful by the Company in the Business (collectively, the “Properties and Facilities”), subject to no Liens except for Permitted Liens. All of the Properties and Facilities are in good repair, working order and condition (ordinary wear and tear excepted) and all such assets and properties are owned by the Company free and clear of all Liens except for Permitted Liens. The Properties and Facilities constitute all of the material assets, properties and rights of any type used in or necessary for the conduct of the Business. The Security Agreement creates and grants to Agent a valid and perfected security interest in all the collateral thereunder, subject only to Permitted Liens. All real estate owned or leased by the Company is listed on the “Properties Schedule,” attached hereto as Schedule 5.1(q).

          (r) Intellectual Property; Licenses. The Company possesses all Proprietary Rights necessary to conduct the Business as heretofore conducted or as proposed to be conducted by it. All material Proprietary Rights (other than for commercial off-the-shelf software) registered in the name of the Company and applications therefor filed by the Company are listed on the “Intellectual Property Schedule,” attached hereto as Schedule 5.1(r). No event has

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occurred that permits, or after notice or lapse of time or both would permit, the revocation or termination of any of the foregoing, which taken in isolation or when considered with all other such revocations or terminations would reasonably be expected to have a Material Adverse Effect. The Company has no notice or knowledge of any facts or any past, present or threatened occurrence that could preclude or impair the Company’s ability to retain or obtain any authorization necessary for the operation of the Business.

          (s) Solvency. After giving effect to the Transactions, (i) the fair value of the assets of the Company, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise, (ii) the present fair saleable value of the property of the Company will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (iii) the Company will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (iv) the Company will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date and the Additional Closing Date.

          (t) Complete Disclosure. All factual information furnished by or on behalf of the Company to Agent for purposes of or in connection with this Agreement or the Transactions is, and all other such factual information hereafter furnished by or on behalf of the Company will be, true and accurate in all material respects on the date as of which such information is furnished and not incomplete by omitting to state any material fact necessary to make such information not misleading at such time in light of the circumstances under which such information was provided.

          (u) Side Agreements. Neither the Company nor any director, officer or employee of the Company or any of its Affiliates has entered into any material side agreement, either oral or written, with any individual or business, pursuant to which the director, officer, employee, the Company or Affiliate agreed to do anything beyond the requirements of the formal, written contracts executed by the Company and disclosed to Purchasers and Agent herein.

          (v) Broker’s or Finder’s Commissions. Other than broker’s fees payable to Natexis Bleichroeder, David C. Watt and Taylor A. Gibson in connection with the Acquisition Agreement, no broker’s or finder’s or placement fee or commission will be payable to any broker or agent engaged by the Company or any of its officers, directors or agents with respect to the issuance and sale of the Securities or the making of the Senior Term Loans or the transactions contemplated by this Agreement, including without limitation the Transactions, except for fees payable to ACFS, Purchasers and Agent. The Company agrees to indemnify Agent and Purchasers and hold them harmless from against any claim, demand or liability for broker’s or finder’s or placement fees or similar commissions, whether or not payable by the Company, alleged to have been incurred in connection with such transactions, other than any broker’s or finder’s fees payable to Persons engaged by Agent or Purchasers without the knowledge of the Company.

          (w) Absence of Undisclosed Liabilities. Except as set forth on Schedule 5.1(w), the Company has no material liabilities or obligations, either accrued, absolute, contingent or otherwise, except:

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          (i) those liabilities or obligations set forth on the Financial Statements and not heretofore paid or discharged;

          (ii) liabilities arising in the ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed on the schedules or not required to be disclosed because of the term or amount involved or otherwise; and

          (iii) those liabilities or obligations incurred, consistently with past business practice, in or as a result of the normal and ordinary course of business.

     5.2 Absolute Reliance on the Representations and Warranties. All representations and warranties contained in this Agreement and any financial statements, instruments, certificates, schedules or other documents delivered in connection herewith, shall survive the execution and delivery of this Agreement, regardless of any investigation made by Agent or Purchasers or on Agent’s or Purchasers’ behalf.

ARTICLE 6

TRANSFER OF NOTES

     6.1 Restricted Securities. Purchasers acknowledge that the Securities have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, and that the Company is not required to register any of the Securities, as the case may be.

     6.2 Legends; Purchaser’s Representations. Each Purchaser hereby represents and warrants to the Company that it is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act and is acquiring the Securities for investment for its own account, with no present intention of dividing its participation with others (except for a potential transfer or transfers of the Securities to an affiliate or affiliates of Purchasers) or reselling or otherwise distributing the same in violation of the Securities Act or any applicable state securities laws. The Company may place an appropriate legend on the Securities owned by Purchasers concerning the restrictions set forth in this Article 6. Upon the assignment or transfer by Purchasers or any of its successors or assignees of all or any part of the Securities permitted under this Agreement, the term “Purchaser” as used herein shall thereafter mean, to the extent thereof, the then holder or holders of such Securities, or portion thereof.

     6.3 Transfer of Notes. Subject to Section 6.2 hereof, a holder of a Note may transfer such Note to a new holder, or may exchange such Note for Notes of different denominations (but in no event of denominations of less than $100,000 in original principal amount), by surrendering such Note to the Company duly endorsed for transfer or accompanied by a duly executed instrument of transfer naming the new holder (or the current holder if submitted for exchange only), together with written instructions for the issuance of one or more new Notes specifying the respective principal amounts of each new Note and the name of each new holder and each address therefor. The Company shall simultaneously deliver to such holder or its designee such new Notes, shall mark the surrendered Notes as canceled and shall provide notice of such transfer to Agent. In lieu of the foregoing procedures, a holder may assign a Note (in whole but not in part) to a new holder by sending written notice to the Company and Agent of such assignment

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specifying the new holder’s name and address; in such case, the Company shall promptly acknowledge such assignment in writing to both the old and new holder. The Company shall not be required to recognize any subsequent holder of a Note unless and until the Company has received reasonable assurance that all applicable transfer taxes have been paid.

     6.4 Replacement of Lost Securities. Upon receipt of evidence reasonably satisfactory to the Company of the mutilation, destruction, loss or theft of any Securities or Notes and the ownership thereof, the Company shall, upon the written request of the holder of such Securities or Notes, execute and deliver in replacement thereof new Securities or Notes in the same form, in the same original principal amount and dated the same date as the Securities or Notes so mutilated, destroyed, lost or stolen; and such Securities or Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding hereunder. If the Securities or Notes being replaced have been mutilated, they shall be surrendered to the Company; and if such replaced Securities or Notes have been destroyed, lost or stolen, such holder thereof shall furnish the Company with an indemnity in writing to save it harmless in respect of such replaced Security.

     6.5 No Other Representations Affected. Nothing contained in this Article 6 shall limit the full force or effect of any representation, agreement or warranty made herein or in connection herewith to Purchaser.

ARTICLE 7

COVENANTS

     7.1 Affirmative Covenants. The Company covenants that, so long as all or any of the principal amount of the Notes or any interest thereon shall remain outstanding, and, thereafter, so long as any Purchaser owns any Warrants, Preferred Stock, Common Stock or Underlying Common Stock, the Company shall:

          (a) Existence. Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence.

          (b) Businesses and Properties; Compliance with Laws. At all times (i) do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect the rights, Permits, franchises, patents, copyrights, trademarks and trade names, which may be material to the conduct of its businesses; (ii) comply in all respects with all Laws applicable to the operation of such business, including but not limited to, all Environmental Laws, whether now in effect or hereafter enacted, and with all other applicable Laws except where such non-compliance would not reasonably be expected to have a Material Adverse Effect, (iii) take all action which may be reasonably required to obtain, preserve, renew and extend all rights, patents, copyrights, trademarks, tradenames, franchises, Permits and any other authorizations which may be material to the operation of such business, (iv) maintain, preserve and protect all property material to the conduct of such business, and (v) except for obsolete or worn out equipment and ordinary wear and tear, keep their property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto reasonably necessary in order that the business carried on in connection therewith may be properly conducted at all times.

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          (c) Insurance. Maintain insurance required by the Transaction Documents and any and all contracts entered into by the Company, including but not limited to: (i) coverage on its insurable properties (including all inventory, equipment and real property) against the perils of fire, theft and burglary; (ii) public liability; (iii) workers’ compensation; (iv) business interruption; (v) product liability; (vi) such other risks as are customary with companies similarly situated and in the same or similar businesses as that of the Company under policies issued by financially sound and reputable insurers in such amounts as are customary with companies similarly situated and in the same or similar business. The Company shall pay all insurance premiums payable by it and shall deliver the policy or policies of such insurance (or certificates of insurance with copies of such policies) to Purchasers. All insurance policies of the Company shall contain endorsements, in form and substance reasonably satisfactory to Agent, providing that the insurance shall not be cancelable except upon thirty (30) days’ prior written notice to Agent. Agent, on behalf of Purchasers, shall be shown as a loss payee and an additional named insured party under all such insurance policies.

          (d) Obligations and Taxes. Pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of their properties before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, might give rise to Liens or charges upon such properties or any part thereof; provided, however, that the Company shall not be required to pay and discharge or to cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the Company shall have set aside on its books adequate reserves with respect thereto.

          (e) Financial Statements; Reports. Furnish to Agent:

          (i) Annual Statements. Within one hundred twenty (120) days after the end of each fiscal year, a balance sheet and statements of operations, stockholders’ equity and cash flows of the Company showing the financial condition of the Company on a Consolidated Basis as of the close of such year and the results of operations during such year, all the foregoing financial statements to be audited by a firm of independent certified public accountants of recognized national standing acceptable to Agent and accompanied by an opinion of such accountants without material exceptions or qualifications. Additionally, such financial statements shall be accompanied by a certificate of such accountants (which shall not contain any qualification exception or score limitation not acceptable to Agent) stating that in the course of its regular audit of the Business of the Company, which audit was conducted in accordance with GAAP, no Default or Event of Default relating to financial and accounting matters has come to their attention, or if any Default or Event of Default exists, a statement as to the nature thereof.

          (ii) Monthly Statements. Within forty-five (45) days after the end of each month ending prior to January 1, 2004, and within thirty (30) days after the end of each subsequent calendar month, unaudited financial statements (including a balance sheet and cash flow and income statements) showing the financial condition and results of operations of the Company on a Consolidated Basis as of the end of each such month and for the then elapsed portion of the current fiscal year, together with comparisons to the corresponding

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periods in the preceding year and the budget for such periods, accompanied by a certificate of an officer that such financial statements have been prepared in accordance with GAAP (except with respect to up to the first six (6) months ending after the Closing Date) subject to the absence of footnote disclosures and year-end adjustments, on a basis consistent with practices commenced after the Closing Date, and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year.

          (iii) Format; Management Report; Certificate of Compliance: Each balance sheet, operations statement and cash flow statement furnished to Agent or Purchasers pursuant to subsections (i) and (ii) of this 7.1(e) will be furnished by an electronic means in Excel spreadsheet format containing such line items and other formatting requirements as maybe specified by Agent. Each financial statement furnished to Agent pursuant to subsections (i) and (ii) of this Section 7.1(e) shall be accompanied by (A) a written narrative report by the management of the Company explaining material developments and trends in the Business and such financial statements and (B) a written certificate signed by the Company’s chief financial officer to the effect that no Default or Event of Default has occurred during the period covered by such statements or, if any such Default or Event of Default has occurred during such period, setting forth a description of such Default or Event of Default and specifying the action, if any, taken by the Company to remedy the same, and a compliance certificate in the form of Exhibit J showing the Company’s compliance with the covenants set forth in Section 7.3.

          (iv) Accountant Reports. Promptly upon the receipt thereof, copies of all reports, if any, submitted to the Company by independent certified public accountants in connection with each annual, interim or special audit or review of the financial statements of the Company made by such accountants, including but not limited to, any comment letter submitted by such accountants to management in connection with any annual review.

          (v) Projections. As soon as available, but in no event later than thirty (30) days after the end of each fiscal year, a projection of the Company’s balance sheet, and income, retained earnings and cash flow statements, respectively, for the following five (5) fiscal years and comparable actual and budgeted figures for the current year; provided that for each five (5) year period for which any projections relate, the first two (2) years included in such projections will be prepared on a monthly basis and the last three years will be prepared on an annual basis, and within ten (10) days after any material update or amendment of any such plan or forecast, a copy of such update or amendment, including a description of and reasons for such update or amendment. Each such projection, update or amendment shall be accompanied by a written certificate signed by the Company’s chief financial officer to the effect that it has been prepared on the basis of the Company’s historical financial statements and records, together with the assumptions set forth in such projection and that it reflects expectations, after reasonable analysis, of the Company’s management as to the matters set forth therein.

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          (vi) Additional Information. Promptly, from time to time, such other information regarding the compliance by the Company with the terms of this Agreement and the other Transaction Documents or the affairs, operations or condition (financial or otherwise) of the Company as Agent or Required Purchasers may reasonably request and that is capable of being obtained, produced or generated by the Company or of which the Company has knowledge.

          (f) Litigation and Other Notices. Give Agent prompt written notice of the following:

          (i) Orders; Injunctions. The issuance by any court or Governmental Authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of any loan or the initiation of any litigation or similar proceeding seeking any or any of injunction, order or other restraint.

          (ii) Litigation. The notice, filing or commencement of any action, suit or proceeding against the Company whether at law or in equity or by or before any court or any Federal, state, municipal or other Governmental Authority that, if adversely determined against the Company, could reasonably result in uninsured liability in excess of $100,000 in the aggregate.

          (iii) Environmental Matters. (A) Any Release or threatened Release of any Pollutant required to be reported to any Federal, state or local Governmental Authority under any applicable Environmental Laws in the ordinary course of business, (B) any Removal, Remedial or Response action taken by the Company or any other person in response to any Pollutant in, at, on or under, a part of or about the Company’s properties or any other property, (C) any violation by the Company of any Environmental Law, in each case, that could result in a Material Adverse Effect, or (D) any notice, claim or other information that the Company would reasonably be subject to a Environmental Liability.

          (iv) Default. Any Default or Event of Default, specifying the nature and extent thereof and the action (if any) that is proposed to be taken with respect thereto.

          (v) Material Adverse Effect. Any development in the business or affairs of the Company that could reasonably be anticipated to have a Material Adverse Effect.

          (vi) Board Meetings. Written notice of each regular meeting of the Company’s Board of Directors at least thirty (30) days in advance of such meeting and prior written notice of each special meeting of the Company’s Board of Directors at least seven (7) days in advance of such meeting; provided, however, (1) if longer advance notice is given to the members of the board of directors, the same notice shall be given to the Purchasers and (2) if exceptional circumstances arise which make it prudent for a special meeting of the board of directors to be called on less then seven (7) days advance notice, then such

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meeting may be called with such notice as may be reasonable at the time and the same advance notice given to any of the members of the board of directors will be given to the Purchasers. In addition, the Company will send Agent copies of all reports and materials provided to members of the Board of Directors at meetings or otherwise.

          (g) ERISA. Comply in all respects with the applicable provisions of ERISA and the provisions of the Code relating thereto, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect, and furnish to Agent and if so requested by them in writing, Purchasers (i) as soon as possible, and in any event within thirty (30) days after the Company knows or has reason to know thereof, notice of (A) the establishment by the Company of any Plan, (B) the commencement by the Company of contributions to a Multiemployer Plan, (C) any failure by the Company or any of its ERISA Affiliates to make contributions required by Section 302 of ERISA (whether or not such requirement is waived pursuant to Section 303 of ERISA), or (D) the occurrence of any Reportable Event with respect to any Plan or Multiemployer Plan for which the reporting requirement is not waived, together with a statement of an officer setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the PBGC if any such notice was provided by the Company, and (ii) promptly after receipt thereof, a copy of any notice the Company may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Multiemployer Plan, or to appoint a trustee to administer any Plan or Multiemployer Plan, and (iii) promptly after receipt thereof, a copy of any notice of withdrawal liability from any Multiemployer Plan.

          (h) Maintaining Records; Access to Premises and Inspections. Maintain financial records in accordance with generally accepted practices and, upon reasonable notice, at all reasonable times and as often as Agent or any Purchaser may reasonably request (and at any time after the occurrence and during the continuation of a Default or Event of Default), permit any authorized representative designated by Agent to visit and inspect the properties and financial records of the Company and to make extracts from such financial records, all at the Company’s reasonable expense, and permit any authorized representative designated by Agent or any Purchasers to discuss the affairs, finances and conditions of the Company with the Company’s chief financial officer and such other officers as the Company shall deem appropriate, and the Company’s independent public accountants.

          (i) Board of Directors.

          (i) The Company’s Board of Directors shall meet at least once per calendar quarter.

          (j) Future Financings. The Company hereby gives to Purchasers a right of first refusal to provide all or any portion of the principal amount of any future financings of the Company.

          (k) Management Fee. The Company shall pay ACFS, a management fee equal to the amount set forth in the Investment Banking Agreement on the terms and conditions set forth therein (the “Management Fee”).

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     7.2 Negative Covenants. The Company, covenants that, so long as all or any part of the principal amount of the Notes or any interest thereon shall remain outstanding, the Company will not take any of the following actions:

          (a) Indebtedness. The Company shall not create, incur, assume guarantee or be or remain liable for, contingently or otherwise, or suffer to exist any Indebtedness, except:

          (i) Indebtedness under this Agreement;

          (ii) the Senior Financing;

          (iii) Indebtedness incurred in the ordinary course of business with respect to customer deposits, trade payables and other unsecured current liabilities not the result of borrowing and not evidenced by any note or other evidence of indebtedness;

          (iv) Indebtedness incurred for Capital Expenditures which, when combined with Capital Expenditures made in cash, does not in the aggregate exceed the amounts in Section 7.3 hereof; and

          (v) the existing Indebtedness set forth on Schedule 7.2(a) hereof.

          (b) Negative Pledge; Liens. The Company shall not create, incur, assume or suffer to exist any Lien of any kind on any of its properties or assets of any kind, except the following (collectively, “Permitted Liens”):

          (i) Liens for or priority claims imposed by law that are incidental to the conduct of business or the ownership of properties and assets (including mechanic’s, warehousemen’s, attorneys’ and statutory landlords’ liens) and deposits, pledges or liens to secure statutory obligations, surety or appeal bonds or other liens of like general nature incurred in the ordinary course of business and not in connection with the borrowing of money; provided, however, that in each case, the obligation secured thereby shall not be overdue, or, if overdue, is being contested in good faith and adequate reserves have been set up by the Company; and provided, further, that the lien and security interest provided in the Security Documents or any portion thereof created or intended to be created thereby is not, in the opinion of Purchaser, unreasonably jeopardized thereby;

          (ii) Liens securing the payments of taxes, assessments and governmental charges or levies incurred in the ordinary course of business that either (a) are not delinquent, or (b) are being contested in good faith by appropriate legal or administrative proceedings and as to which adequate reserves have been set aside on their books, and so long as during the period of any such contest, the Company shall suffer no loss of any privilege of doing business or any other right, power or privilege necessary or material to the operation of the Business;

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          (iii) Liens listed on the Permitted Encumbrances Schedule attached hereto as Schedule 7.2(b);

          (iv) extensions, renewals and replacements of Liens referred to in clauses (i) through (iii) of this Section 7.2(b); provided, however, that any such extension, renewal or replacement Lien shall be limited to the property or assets covered by the Lien extended, renewed or replaced and that the obligations secured by any such extension, renewal or replacement Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed or replaced;

          (v) Liens granted in connection with and securing the Senior Financing; and

          (vi) Liens granted in connection with Capital Leases permitted hereunder.

          (c) Contingent Liabilities. The Company shall not become liable for any Guaranties, except for the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

          (d) Mergers, etc. The Company shall not merge into or consolidate or combine with any other Person, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all or any part of the property or assets of any Person other than purchases or other acquisitions of inventory, materials, leases, property and equipment in the ordinary course of business. Except as expressly permitted by the Security Documents, the Company shall not sell, transfer or otherwise dispose of any of its assets, including the collateral under the respective Security Documents.

          (e) Affiliate Transactions. The Company shall not make any loan or advance to any director, officer or employee of the Company or any Affiliate, or enter into or be a party to any transaction or arrangement with any Affiliate of the Company, including, without limitation, the purchase from, sale to or exchange of property with, any merger or consolidation with or into, or the rendering of any service by or for, any Affiliate, except (i) pursuant to the reasonable requirements of the Company’s or its Affiliates Business and upon fair and reasonable terms no less favorable to the Company or its Affiliates than would be obtained in a comparable arm’s-length transaction with a Person other than an Affiliate and (ii) payment of the Management Fee; and (iii) reimbursement of customary out-of-pocket expenses including ACAS, as controlling stockholders of the Company, in connection with its ownership and management of its equity investment in the Company.

          (f) Dividends and Stock Purchases. The Company shall not directly or indirectly: declare or pay any dividends or make any distribution of any kind on its outstanding capital stock or any other payment of any kind to any of its stockholders or its Affiliates (including any redemption, purchase or acquisition of, whether in cash or in property, securities or a combination thereof, any partnership interests or capital accounts or warrants, options or any of its other securities), or set aside any sum for any such purpose; provided, however, that this Section 7.2(f) shall not apply to (i) stock purchases pursuant to Article 10 hereof, (ii) stock purchases pursuant to the Stockholders Agreement, or the Option Plan, (iii) payment of the

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Management Fee, and (iv) payments made to the holders of the Preferred Stock as contemplated in the Charter.

          (g) Advances, Investments and Loans. The Company shall not purchase, or hold beneficially, any stock, other securities or evidences of Indebtedness of, or make or permit to exist any loan, Guaranty or advance to, or make any investment or acquire any interest whatsoever in, any other Person (including, but not limited to, the formation or acquisition of any Subsidiaries), except:

          (i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than six (6) months from the date of acquisition;

          (ii) United States dollar-denominated time deposits, certificates of deposit and bankers acceptances of any bank or any bank whose short-term debt rating from Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. (“S&P”), is at least A-1 or the equivalent or from Moody’s Investors Service, Inc. (“Moody’s”) is at least P-1 or the equivalent with maturities of not more than six (6) months from the date of acquisition;

          (iii) commercial paper with a rating of at least A-1 or the equivalent by S&P or at least P-1 or the equivalent by Moody’s maturing within six (6) months after the date of acquisition;

          (iv) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within six (6) months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

          (v) Investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (i) through (iv) above;

          (vi) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

          (vii) receivables owing to the Company created or acquired in the ordinary course of business and payable on customary trade terms of the Company;

          (viii) deposits made in the ordinary course of business consistent with past practices to secure the performance of leases or in connection with bidding on government contracts; and

          (ix) advances to employees in the ordinary course of business for business expenses; provided, however, that the aggregate amount of such advances at any time outstanding shall not exceed $10,000.

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          (h) Use of Proceeds. The Company shall not use any proceeds from the sale of the Notes hereunder, directly or indirectly, for the purposes of purchasing or carrying any “margin securities” within the meaning of Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve Board or for the purpose of arranging for the extension of credit secured, directly or indirectly, in whole or in part by collateral that includes any “margin securities.”

          (i) Stock Issuances. Except as provided in this Agreement, upon the exercise of the Warrants, or pursuant to the Option Plan as in effect on the Closing Date, the Company shall not issue any capital stock or other equity interests or any options or warrants to purchase, or securities convertible into capital or equity interests or establish any stock appreciation rights or similar programs based on the value of their equity interests.

          (j) Amendment of Charter. The Company shall not amend, terminate, modify or waive or agree to the amendment, modification or waiver of any material term or provision of its Charter or By-laws.

          (k) Subsidiaries. The Company shall not establish or acquire any Subsidiary, unless such Subsidiaries become a co-borrower under this Agreement.

          (l) Business. The Company shall not engage, directly or indirectly, in any business other than the Business.

          (m) Fiscal Year; Accounting. The Company shall not change its Fiscal Year from ending on December 31 or method of accounting (other than immaterial changes in methods), except as required by GAAP.

          (n) Establishment of New or Changed Business Locations. The Company shall not relocate its principal executive offices or other facilities or establish new business locations or store any inventory or other assets at a location not identified to Agent on or before the date hereof, without providing not less than thirty (30) days advance written notice to Agent.

          (o) Changed or Additional Business Names. The Company shall not change its corporate names or establish new or additional trade names without providing not less than thirty (30) days advance written notice to Agent.

     7.3 Financial Covenants. The Company covenants that, so long as all or any part of the principal amount of the Notes or any interest thereon shall remain outstanding, the Company shall:

          (a) EBITDA. Maintain EBITDA for the Company on a Consolidated Basis as of the end of each fiscal quarter set forth below for the respective fiscal periods set forth below ending on the last day of such fiscal quarter in an amount not less than the amount set forth below:

Fiscal Period	Minimum EBITDA
Closing Date through December 31, 2003	$	1,660,000
Closing Date through March 31, 2004	$	3,080,000
Closing Date through June 30, 2004	$	4,540,000
Closing Date through September 30, 2004	$	5,980,000

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Four Fiscal Quarters
Ending in Fiscal Quarter Ending
December 31, 2004	$	5,880,000
March 30, 2005	$	6,353,750
June 30, 2005	$	6,481,250
September 30, 2005	$	6,630,000
December 31, 2005	$	6,757,500
March 30, 2006	$	6,842,500
June 30, 2006	$	6,927,500
September 30, 2006	$	7,012,500
December 31, 2006	$	7,097,500
March 30, 2007	$	7,182,500
June 30, 2007	$	7,267,500
September 30, 2007	$	7,373,750

          (b) Total Leverage Ratio. Maintain a Total Leverage Ratio for the Company on a Consolidated Basis as of the end of each fiscal quarter set forth below for the respective periods set forth below of not greater than the ratios set forth below:

Four Fiscal Quarters
Ending on Fiscal Quarter	Leverage Ratio
December 31, 2003		5.75 to 1.0
March 31, 2004		5.75 to 1.0
June 30, 2004		6.00 to 1.0
September 30, 2004		6.75 to 1.0
December 31, 2004		7.00 to 1.0
March 31, 2005		6.00 to 1.0
June 30, 2005		6.00 to 1.0
September 30, 2005		5.75 to 1.0
December 31, 2005		5.75 to 1.0
March 31, 2006		5.50 to 1.0
June 30, 2006		5.25 to 1.0
September 30, 2006		5.00 to 1.0
December 31, 2006		5.00 to 1.0
March 31, 2007		4.75 to 1.0
June 30, 2007		4.50 to 1.0
September 30, 2007		4.50 to 1.0

          (c) Senior Leverage Ratio. Maintain a Senior Leverage Ratio for the Company on a Consolidated Basis as of the end of each fiscal quarter set forth below for the respective period set forth below of not greater than the ratio set forth below:

Four Fiscal Quarters	Senior
Ending on Fiscal Quarter	Leverage Ratio
December 31, 2003		2.50 to 1.0
March 31, 2004		2.50 to 1.0

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Four Fiscal Quarters	Senior
Ending on Fiscal Quarter	Leverage Ratio
June 30, 2004		2.50 to 1.0
September 30, 2004		2.50 to 1.0
December 31, 2004		2.50 to 1.0
March 31, 2005		2.25 to 1.0
June 30, 2005		2.25 to 1.0
September 30, 2005		2.00 to 1.0
December 31, 2005		2.00 to 1.0
March 31, 2006		2.00 to 1.0
June 30, 2006		1.75 to 1.0
September 30, 2006		1.75 to 1.0
December 31, 2006		1.75 to 1.0
March 30, 2007		1.50 to 1.0
June 30, 2007		1.50 to 1.0
September 30, 2007		1.50 to 1.0

          (d) Fixed Charge Coverage Ratio. Maintain as of the end of each quarter a Fixed Charge Coverage Ratio for the Company on a Consolidated Basis of not less than the ratio set forth below for the respective period:

	Fixed Charge
Fiscal Period	Coverage Ratio
Closing Date through December 31, 2003		0.90 to 1.0
Closing Date through March 31, 2004		0.80 to 1.0
Closing Date through June 30, 2004		0.80 to 1.0
Closing Date through September 30, 2004		0.80 to 1.0

Four Fiscal Quarters
Ending in Fiscal Quarter Ending
December 31, 2004	0.75 to 1.0
March 30, 2005	0.80 to 1.0
June 30, 2005	0.75 to 1.0
September 30, 2005	0.75 to 1.0
December 31, 2005	0.75 to 1.0
March 30, 2006	0.75 to 1.0
June 30, 2006	0.80 to 1.0
September 30, 2006	0.80 to 1.0
December 31, 2006	0.80 to 1.0
March 30, 2007	0.80 to 1.0
June 30, 2007	0.80 to 1.0
September 30, 2007	0.80 to 1.0

          (e) Capital Expenditures. Not contract for, purchase or make Facility Move Capital Expenditures (x) either (i) in excess of the sum of $2,000,000 in the aggregate together with all Facility Move Expenses or (ii) beyond the fifteen (15) month period commencing on the Closing Date, or (y) not contract for, purchase or make any Capital Expenditures and Capital Leases (or incur Indebtedness for Capital Expenditures and Capital leases) in the aggregate during each of the respective fiscal periods in excess of the amounts set forth below:

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Fiscal Period	Capital Expenditures
Closing Date through December 31, 2003	$	420,000
Calendar Year 2004	$	1,920,000
Calendar Year 2005	$	1,992,000
Calendar Year 2006	$	2,100,000
Calendar Year 2007 and each calendar year thereafter	$	1,800,000

Notwithstanding the foregoing, in the event the Company does not expend the entire permitted Capital Expenditure amount in any fiscal year, the Company may carry forward once to the immediately succeeding fiscal year 100% of the unutilized portion of such permitted Capital Expenditure amount, which shall be deemed the first Capital Expenditures made in such succeeding year. All Capital Expenditures made by the Company shall first be applied to reduce the applicable limit for the current year and then to reduce the carry forward from the previous fiscal year, if any.

ARTICLE 8

EVENTS OF DEFAULT

     8.1 Events of Default. An Event of Default shall mean the occurrence of one or more of the following described events:

          (a) the Company shall default in the payment of (i) interest on any of the Notes within five (5) days after its due date or (ii) principal of any of the Notes when due, whether at maturity, upon notice of prepayment in accordance with Sections 3.6 or 3.7, upon any scheduled payment date or by acceleration or otherwise;

          (b) the Company shall default under any agreement under which any Indebtedness in an aggregate principal amount of $200,000 or more is created in a manner entitling the holder of such Indebtedness to accelerate the maturity of such Indebtedness.

          (c) any representation or warranty herein made by the Company or any certificate or financial statement furnished pursuant to the provisions hereof, shall prove to have been false or misleading in any material respect as of the time made or furnished or deemed made or furnished;

          (d) the Company shall default in the performance of any covenant, condition or provision of Section 7.1(h), 7.2 or 7.3;

          (e) a default or event of default shall occur under any of the other Transaction Documents, beyond any applicable notice or cure periods;

          (f) the Company shall default in the performance of any other covenant, condition or provision of this Agreement, the Notes or the other Transaction Documents, and such default shall not be remedied to Agent’s or Required Purchasers’ satisfaction for a period of thirty (30) days of the earlier of (i) written notice from a Agent of such default or (ii) actual knowledge by the Company of such default;

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          (g) a proceeding shall have been instituted in a court having jurisdiction in the premises seeking a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property, or for the winding-up or liquidation of its affairs, and such proceeding shall remain undismissed or unstayed and in effect for a period of sixty (60) days;

          (h) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of or for any substantial part of its property, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any action in furtherance of any of the foregoing;

          (i) both the following events shall occur: (i) a Reportable Event, the occurrence of which would have a Material Adverse Effect which could cause the imposition of a Lien under Section 4068 of ERISA, shall have occurred with respect to any Plan or Plans; and (ii) the aggregate amount of the then “current liability” (as defined in Section 412(l)(7) of the Internal Revenue Code of 1986, as amended) of all accrued benefits under such Plan or Plans exceeds the then current value of the assets allocable to such benefits by more than $100,000 at such time;

          (j) a final judgment which, with other undischarged final judgments against the Company, exceeds an aggregate of $100,000 (excluding judgments to the extent the Company is fully insured or the deductible or retention limit does not exceed $100,000 and with respect to which the insurer has assumed responsibility in writing), shall have been entered against the Company and within thirty (30) days after the entry thereof, such judgment shall not have been discharged or execution thereof stayed pending appeal, or if, within thirty (30) days after the expiration of any such stay, such judgment shall not have been discharged;

          (k) any Transaction Document or Security Document shall at any time after the Closing Date cease for any reason to be in full force and effect or shall cease to create perfected security interests in favor of Agent in the collateral subject or purported to be subject thereto, subject to no other Liens other than Permitted Liens, or such collateral shall have been transferred to any Person without the prior written consent of the holders of a majority in principal amount of the outstanding Notes; or

          (l) a Change of Control shall have occurred.

     8.2 Consequences of Event of Default.

          (a) Bankruptcy. If an Event of Default specified in paragraphs (g) or (h) of Section 8.1 hereof shall occur, the unpaid balance of the Notes and interest accrued thereon and all other liabilities of the Company to the holders thereof hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or (except as expressly required hereby) notice of any kind, all of which are hereby expressly waived.

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          (b) Other Defaults. If any other Event of Default shall occur, Required Purchasers may at their option, by written notice to the Company, declare the entire unpaid balance of the Notes, and interest accrued thereon and all other liabilities of the Company hereunder and thereunder to be forthwith due and payable, and the same shall thereupon become immediately due and payable, without presentment, demand, protest or (except as expressly required hereby) notice of any kind, all of which are hereby expressly waived; provided, that in the case of a default specified in clause (ii) of paragraph (a) of Section 8.1 hereof shall occur, any holder of a Note may declare the entire unpaid balance of such Note (but only such Note) and other amounts due hereunder and thereunder with regard to such Note to become immediately due and payable.

          (c) Penalty Interest. Following the occurrence and during the continuance of any Event of Default, the holders of the Notes shall be entitled to receive, to the extent permitted by applicable law, interest on the outstanding principal of, and premium and overdue interest, if any, on, the Notes at a rate per annum equal to the interest rate thereon (determined as provided in Section 3.1) plus two hundred fifty (250) basis points.

          (d) Premium. In the event of any acceleration of Notes pursuant to Section 8.2(b) hereof, the Company shall also pay to Agent, for the ratable benefit of Purchasers, the prepayment premium that would otherwise be payable upon any voluntary prepayment of such Notes.

     8.3 Security. Payments of principal of, and premium, if any, and interest on, the Notes and all other obligations of the Company with respect to the Notes under this Agreement or the Notes are secured pursuant to the terms of the Security Documents and subject to the Intercreditor Agreement.

ARTICLE 9

THE AGENT

     9.1 Authorization and Action. Each Purchaser and each subsequent holder of any Note by its acceptance thereof, hereby designates and appoints ACFS as Agent hereunder and authorizes ACFS to take such actions as agent on its behalf and to exercise such powers as are delegated to Agent by the terms of this Agreement and the other Transaction Documents, together with such powers as are reasonably incidental thereto. Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of Agent shall be read into this Agreement or otherwise exist for Agent. In performing its functions and duties hereunder, Agent shall act solely as agent for Purchasers and does not assume, nor shall be deemed to have assumed, any obligation or relationship of trust or agency with or for the Company or any of its successors or assigns. Agent shall not be required to take any action that exposes Agent to personal liability or that is contrary to this Agreement or applicable Laws. The appointment and authority of Agent hereunder shall terminate at the indefeasible payment in full of the Notes and related obligations.

     9.2 Delegation of Duties. Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

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     9.3 Exculpatory Provisions. Neither Agent nor any of its directors, officers, agents or employees shall be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement (except for its, their or such Person’s own gross negligence or willful misconduct or, in the case of Agent, the breach of its obligations expressly set forth in this Agreement, unless such action was taken or omitted to be taken by Agent at the direction of the Required Purchasers), or (ii) responsible in any manner to any Purchaser for any recitals, statements, representations or warranties made by the Company contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received under or in connection with, this Agreement for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other document furnished in connection herewith, or for any failure of the Company to perform its obligations hereunder, or for the satisfaction of any condition specified in Article 4. Agent shall not be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement, or to inspect the properties, books or records of the Company.

     9.4 Reliance. Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other experts selected by Agent. Agent shall in all cases be fully justified in failing or refusing to take any action under this Agreement or any other document furnished in connection herewith unless it shall first receive such advice or concurrence of the Required Purchasers or all of Purchasers, as applicable, as it deems appropriate or it shall first be indemnified to its satisfaction by Purchasers; provided, that, unless and until Agent shall have received such advice, Agent may take or refrain from taking any action, as Agent shall deem advisable and in the best interests of Purchasers. Agent shall in all cases be fully protected in acting, or in refraining from acting, in accordance with a request of the Required Purchasers or all of Purchasers, as applicable, and such request and any action taken or failure to act pursuant thereto shall be binding upon each Purchaser.

     9.5 Non-Reliance on Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by Agent or hereafter taken, including, without limitation, any review of the affairs of the Company, shall be deemed to constitute any representation or warranty by Agent. Each Purchaser represents and warrants to Agent that it has and will, independently and without reliance upon Agent or any other Purchaser and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Company and made its own decision to enter into this Agreement.

     9.6 No Liability of Purchasers. Purchasers shall have no liability to the Company or any other entity as a result of any actions or failures to act by Agent hereunder or otherwise.

     9.7 Agent in its Individual Capacity. Agent, and each of its Affiliates may make loans to, purchase securities from, provide services to, accept deposits from and generally engage in any kind of business with the Company or any Affiliate of the Company as though Agent were not Agent hereunder.

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     9.8 Successor Agent. Agent may, upon forty-five (45) days’ notice to the Company and Purchaser, and Agent will, upon the direction of the Required Purchasers (other than Agent, in its individual capacity), resign as Agent. If Agent shall resign, then the Required Purchasers during such 45-day period shall appoint a successor Agent and if the Required Purchasers direct Agent to resign, such direction shall include an appointment of a successor Agent. If for any reason no successor Agent is appointed by the Required Purchasers during such 45-day period, then effective upon the expiration of such 45-day period, Purchasers shall perform all of the duties of Agent hereunder and the Company shall make all payments in respect of the Notes directly to the applicable Purchaser and for all purposes shall deal directly with Purchasers. After any retiring Agent’s resignation hereunder as Agent, the provisions of Article 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

     9.9 Collections and Disbursements.

          (a) Agent will have the right to collect and receive all payments of the Notes, and to collect and receive all reimbursements due hereunder, together with all fees, charges or other amounts due under this Agreement and the other Transaction Documents with regard to the Notes, and Agent will remit to each Purchaser, according to its pro rata percentage, all such payments actually received by Agent in accordance with the settlement procedures established from time to time. Settlements shall occur on such dates as Agent may elect in its sole discretion, but which date shall be no later than two (2) Business Days after request by Agent.

          (b) If any such payment received by Agent is rescinded or otherwise required to be returned for any reason at any time, whether before or after termination of this Agreement or the other Transaction Documents, each Purchaser will, upon written notice from Agent, promptly pay over to Agent its pro rata percentage of the amounts so rescinded or returned, together with interest and other fees thereon so rescinded or returned.

          (c) All payments by Agent and Purchasers to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of accounts and records reflecting the interest of each Purchaser in the Notes, in a manner customary to Agent’s keeping of such records, which books and records shall be available for inspection by each Purchaser at reasonable times during normal business hours, at such Purchaser’s sole expense. Agent may treat the payees of any Note as the holder thereof until written notice of the transfer thereof shall have been received by Agent in accordance with Section 6.3. In the event that any Purchaser shall receive any payment in reduction of the Notes in an amount greater than its applicable pro rata percentage in respect of obligations to Purchasers evidenced hereby (including, without limitation amounts obtained by reason of setoffs) such Purchaser shall hold such excess in trust for Agent (on behalf of all other Purchasers) and shall promptly remit to Agent such excess amount so that the amounts received by each Purchaser hereunder shall at all times be in accordance with its applicable pro rata percentage. If, however, any Purchaser that has received any such excess amount fails to remit such amount to the Agent, the Agent shall reallocate the amounts paid on the next payment date to each Purchaser so that, after giving effect to such payments, the pro rata obligations owed by the Company to each Purchaser shall be in an amount equal to the pro rata amount owed by the Company before the date of the payment of such excess amount. In no event shall any Purchaser be deemed to have a participation or other right in, to or against any other Purchaser’s Note as a result of the payment of any excess amount.

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     9.10 Reporting. During the term of this Agreement, Agent will promptly furnish each Purchaser with copies of all notices and financial statements of the Company required to be delivered or obtained hereunder and such other financial statements and reports and other information in Agent’s possession as any Purchaser may reasonably request. Agent will immediately notify Purchasers when it receives actual knowledge of any Event of Default under the Transaction Documents.

     9.11 Services of the Agent.

          (a) Except as expressly provided herein and except with respect to the Warrants and Preferred Stock, Agent shall have the sole and exclusive right to service, administer and monitor the Notes and the Transaction Documents related thereto, including, without limitation, the right to exercise all rights, remedies, privileges and options under this Agreement and under the other Transaction Documents, including, without limitation, the credit judgment with respect to the purchasing of the Notes and the determination as to the basis on which and extent to which purchases of Notes may be made.

          (b) Notwithstanding anything to the contrary contained in Section 9.11(a) above, Agent shall not without the prior written consent of all Purchasers then holding Notes: (i) extend any payment date under the Notes, (ii) reduce any interest rate applicable to any of the Notes or any fee payable to Purchasers hereunder, (iii) waive any Event of Default under Section 8.1 (a), (iv) compromise or settle all or a portion of the Indebtedness under the Notes, (v) release any obligor from the Indebtedness under the Notes except in connection with full payment and satisfaction of all Indebtedness under the Notes, (vi) amend the definition of Required Purchasers, or (vii) amend this Section 9.11(b).

          (c) Notwithstanding anything to the contrary contained in Section 9.11(a) above, and subject to any applicable limitation set forth in Section 9.11(b) above, Agent shall not, without the prior written consent of Required Purchasers: (i) waive any Event of Default; (ii) consent to any Company’s taking any action that, if taken, would constitute an Event of Default under this Agreement or under any of the other Transaction Documents; or (iii) amend or modify or agree to an amendment or modification of this Agreement or other Transaction Documents.

          (d) After an acceleration of the Indebtedness, Agent shall have the sole and exclusive right, after consultation (to the extent reasonably practicable under the circumstances) with all Purchasers and, unless otherwise directed in writing by Required Purchasers, to exercise or refrain from exercising any and all rights, remedies, privileges and options under this Agreement or the other Transaction Documents and available at law or in equity to protect the rights of Agent and Purchasers and collect the Indebtedness under the Notes, including, without limitation, instituting and pursuing all legal actions brought against the Company or to collect the Indebtedness under the Notes, or defending any and all actions brought by the Company or other Person; or incurring expenses or otherwise making expenditures to protect the collateral, the Notes or Agent’s or any Purchaser’s rights or remedies.

     9.12 This Article Not Applicable to Company. Except for Section 9.6 hereof, this Article 9 is included in this Agreement solely for the purpose of determining certain rights as between Agent and Purchasers and does not create, nor shall it give rise to, any rights in or obligations on the part of the Company and all rights and obligations of the Company (other than

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as specifically set forth herein) under this Agreement shall be determined by reference to the provisions of this Agreement other than this Article 9.

ARTICLE 10

PUT OPTION

     10.1 Grant of Option. The Company hereby grants to each holder of Subject Securities (a “Holder”) an option to sell to the Company, and the Company is obligated to purchase from each Holder under such option (the “Put Option”), all (or such portion as is designated by any such Holder pursuant to Section 10.3 below) of the Subject Securities then owned by such Holder. The Put Option will be effective at any time and from time to time after the earliest to occur of (i) the fifth anniversary of the Closing Date, (ii) the date of the payment in full of the outstanding principal, interest and fees in respect of the Notes, or (iii) the sale of the Company’s or of at least 30% of their assets as part of a single transaction or series of related transactions.

     10.2 Put Price. In the event that any Holder exercises the Put Option, the price (the “Put Price”) to be paid to each such Holder pursuant to this Agreement will be the sum of the amount determined by multiplying the number of shares of Subject Securities (or, in the case of any Warrant, the number of shares of Underlying Common Stock into which such Warrant is convertible) for which the Put Option is being exercised (collectively, the “Put Shares”) by the Fair Market Value therefor.

     10.3 Exercise of Put Option. If any Holder elects to exercise its Put Option, such Holder shall give notice to the Company and each other Holder of such Holder’s election to exercise the Put Option, specifying, among other things, the date on which the Put Option Closing (as hereinafter defined) shall occur, which date shall not be less than twenty-one (21) days after the date of such notice. If a Holder receives such notice of another Holder’s exercise of such other Holder’s Put Option and the Put Option of the Holder receiving such notice is effective pursuant to Section 10.1, the Holder receiving such notice may elect to exercise its Put Option and designate a Put Option Closing simultaneous with that of such other Holder by giving the Company not less than five (5) days notice of such election. The Company will provide each Holder desiring to exercise its Put Option with the name and address of each other Holder. Notwithstanding the foregoing, the right of each Holder to exercise its Put Option shall be an individual and separate right, and the exercise of any Put Option by any Holder shall not be conditioned upon the exercise by any other Holder of its Put Option.

     10.4 Certain Remedies. In the event that the Company defaults on its obligation to purchase all or any portion of the Put Shares upon exercise of the Put Option by any Holder, the Holder may elect, in addition to any other rights or remedies of such Holder, either to (i) rescind its exercise of the Put Option, in which case the Put Option will continue in full force and effect, or (ii) receive a Note in the form attached hereto as Exhibit D, duly executed by the Company, payable to the Holder in the principal amount of the Put Price, which Note shall constitute a “Junior Subordinated Note” for all purposes hereunder and under the Transaction Documents which shall be subordinated to any and all Notes; provided, however, that such Junior Subordinated Note shall bear interest in cash on the outstanding principal thereof at a rate per annum equal to 17%; provided, further, that the Company shall repay the unpaid principal balance of such Junior Subordinated Note in full, together with all accrued and unpaid interest, fees and other amounts due thereunder, in sixty (60) consecutive equal monthly payments

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commencing on the first Business Day of the first full month following the execution of such Note and there shall be no premium charged for prepaying such Note.

     10.5 Put Option Closing. Each closing for the purchase and sale of the Put Shares as to which any Holder has notified the Company of such Holder’s intention to exercise the Put Option (a “Put Option Closing”) shall occur on the date specified in such notice of exercise. At any Put Option Closing, to the extent applicable, the Holder of the Put Shares will deliver the certificate or certificates evidencing the Put Shares being purchased, duly endorsed in blank. In consideration therefor, the Company will deliver to the Holder the Put Price, which will be payable by wire transfer of immediately payable funds to an account designated by such Holder, or, at the option of Holder in its sole discretion by a Note in the form attached hereto as Exhibit C, duly executed by the Company, payable to the Holder in the principal amount of the Put Price, which Junior Subordinated Note shall constitute a “Junior Subordinated Note” for all purposes hereunder and under the Transaction Documents. In the event multiple Holders have exercised the Put Option and there is insufficient cash available to pay each such Holder the full amount of funds they have requested pursuant to the preceding sentence, any payment of cash will be made on a pro rata basis among such Holders in proportion to their respective number of Put Shares.

ARTICLE 11

PREEMPTIVE RIGHTS

     11.1 Limited Preemptive Rights. If after the date of this Agreement, the Company authorizes the issuance and sale of any shares of capital stock or any securities containing options or rights to acquire any shares of capital stock (other than in connection with the exercise of the Warrants, an underwritten public offering or the issuance of such securities in exchange for the securities or assets of another Person as a part of an acquisition of a business as a going concern, or other than the issuance of any Preferred Stock to Purchasers as a dividend-in-kind) at any time that any Purchaser holds any Common Stock or Warrants of the Company, the Company will offer to sell to each Purchaser a portion of such securities equal to the percentage determined by dividing (i) the number of shares of Common Stock of the Company and Underlying Common Stock (without duplication) then held by such Purchaser by (ii) the number of shares of Common Stock of the Company outstanding (on a fully diluted basis). For purposes of clause (ii) above, a share of Common Stock of the Company acquirable upon exercise or conversion of options or rights to acquire any shares of Common Stock of the Company shall be deemed outstanding only if the applicable conversion price, exercise price or other acquisition price is equal to or less than the then current Market Price of a share of Common Stock of the Company. Each Purchaser will be entitled to purchase such stock or securities at the same price and on the same terms as such stock or securities are to be offered to any other Person. Each Purchaser must exercise its purchase rights within thirty (30) days after receipt of written notice from the Company describing in reasonable detail the stock or securities being so offered, the purchase price thereof, the payment terms and each Purchaser’s percentage allotment. Upon the expiration of such period of thirty (30) days, the Company will be free to sell such stock or securities which Purchasers have not elected to purchase during the one hundred twenty (120) days following such expiration on terms and conditions no more favorable to purchasers thereof than those offered to Purchasers. Any stock or securities offered or sold by the Company after such one hundred twenty (120) day period must be reoffered to each Purchaser pursuant to the terms of this Section 11.1. Any stock or securities purchased by a Purchaser from the Company pursuant to this

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Section 11.1 shall, upon such purchase and thereafter be deemed to be Securities and Registrable Securities for all purposes of this Agreement.

     11.2 Termination. The provisions of Section 11.1 shall terminate upon the consummation of an underwritten public offering of the Company’s Common Stock registered under the Securities Act with an investment banking firm of national reputation as managing underwriter.

ARTICLE 12

REGISTRATION RIGHTS

     12.1 Piggyback Registrations.

          (a) Whenever the Company proposes to register any of its securities under the Securities Act and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), the Company will give prompt written notice (in any event within three Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities with respect of the proposed offering at least thirty (30) days before the initial filing with the SEC of such registration statement, and offer to include in such filing such Registrable Securities as any such holder may request. Each such holder of Registrable Securities desiring to have Registrable Securities registered under this Section 12.1 shall advise the Company in writing within fifteen (15) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of Registrable Securities for which registration is so requested, and shall use its best efforts to effect registration under the Securities Act of such Registrable Securities.

          (b) The registration expenses of the holders of Registrable Securities will be paid by the Company in all Piggyback Registrations to the extent provided in Section 12.6.

          (c) If a Piggyback Registration is an underwritten primary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company will include in such registration: (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the holders of the securities requested to be included in such registration, provided that no holders of such securities will have priority for inclusion in such registration over the holders of the Registrable Securities.

          (d) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, the Company will include in such registration the Registrable Securities requested to be included in such registration, pro rata among the holders of other securities requested to be included in such

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registration, provided that no holders of such securities will have priority for inclusion in such registration over the holders of the Registrable Securities.

          (e) If any Piggyback Registration is an underwritten offering, the selection of investment banker(s) and manager(s) for the offering must be approved by the holders of a majority of the Registrable Securities who request to be included in such Piggyback Registration. Such approval will not be unreasonably withheld.

          (f) If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to this Section 12.1, and if such previous registration statement has not been withdrawn or abandoned, the Company will not file a registration statement or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 180 days has elapsed from the effective date of such previous registration.

     12.2 Demand Registration Rights.

          (a) At any time after the Company has filed any registration statement under the Securities Act or the Securities Exchange Act, except with respect to registration statements filed on Form S-8 or any successor form, the Company receives a written request by the holders of a majority of the Registrable Securities to effect the registration under the Securities Act of such shares of Common Stock of the Company, the Company shall follow the procedures described in this Section 12.2. Within five (5) days of its receipt of such request, the Company shall give written notice of such proposed registration (a “Demand Registration”) to all holders of Registrable Securities, and thereupon, the Company shall, as expeditiously as possible, use its best reasonable efforts to effect the registration on a form of general use under the Securities Act of the shares it has been requested to register in such initial request and in any response to such notice given to the Company within twenty (20) days after the Company’s giving of such notice; provided, however, that the Company shall not be required to effect a Demand Registration if two or more Demand Registrations have been undertaken.

          (b) The Company may not be required to effect a registration pursuant to this Section 12.2 during the first 180 days after the effective date of any registration statement filed by the Company under Section 12.1 if the holders of Registrable Securities requesting registration have been afforded the opportunity to register in such registration all or a majority of their Registrable Securities.

          (c) The Company may include in any registration under this Section 12.2 any other shares of Common Stock of the Company (including issued and outstanding shares of stock as to which the holders thereof have contracted with the Company for “piggyback” registration rights) so long as the inclusion in such registration of such shares will not, in the opinion of the managing underwriter of the shares of the stockholder or stockholders first demanding registration (if the offering is underwritten), interfere with the successful marketing in accordance with the intended method of sale or other disposition of all the stock sought to be registered by such demanding stockholder or stockholders pursuant to this Section 12.2.

     12.3 S-3 Demand Registration Rights. In addition to the registration rights provided in Section 12.1 and 12.2 above, if at any time the Company is eligible to use SEC Form S-3 (or

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any successor form) for registration of secondary sales of Registrable Securities, any holder of Registrable Securities may request in writing that the Company register shares of Registrable Securities on such form. Upon receipt of such request, the Company will promptly notify all holders of Registrable Securities in writing of the receipt of such request and each such Holder may elect (by written notice sent to the Company within thirty (30) days of receipt of the Company’s notice) to have its Registrable Securities included in such registration pursuant to this Section 12.3. Thereupon, the Company will, as soon as practicable, use its best efforts to effect the registration on Form S-3 of all Registrable Securities that the Company has so been requested to register by such holder for sale. The Company will use its best efforts to qualify and maintain its qualification for eligibility to use Form S-3 for such purposes.

     12.4 Holdback Agreements.

          (a) Each holder of Registrable Securities agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and the 90-day period (or such longer period, not to exceed 90 additional days, as the managing underwriter shall require) beginning on the effective date of any underwritten Piggyback Registration in which Registrable Securities are included (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree.

          (b) The Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period beginning on the effective date of or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) to cause each holder of at least 10% (on a fully-diluted basis) of its Common Stock of the Company, or any securities convertible into or exchangeable or exercisable for Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree.

     12.5 Registration Procedures. Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof (including, without limitation, the registration of Warrants held by a holder of Registrable Securities requesting registration as to which the Company has received reasonable assurances that only Registrable Securities will be distributed to the public), and pursuant thereto the Company will as expeditiously as possible:

          (a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use reasonable efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel);

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          (b) furnish to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

          (c) use reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller of Registrable Securities reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdictions, (iii) consent to general service of process in each such jurisdiction or (iv) undertake such actions in any jurisdiction other than the states of the United States of America and the District of Columbia);

          (d) notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

          (e) use its best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such registration statements as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;

          (f) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

          (g) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);

          (h) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company’s, and cause the Company’s officers, directors, employees and independent accountants to supply all information

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reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

          (i) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

          (j) permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should be included; and

          (k) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock of the Company included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order. If any such registration or comparable statement refers to any holder by name or otherwise as the holder of any securities of the Company and if in its sole and exclusive judgment such holder is or might be deemed to be a controlling person of the Company, such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder and presented to the Company in writing, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder; provided that with respect to this clause (ii) such holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.

     12.6 Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Article 12, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses, excluding underwriting discounts and commissions, being herein called “Registration Expenses”), will be borne by the Company. the Company will bear the cost of one set of counsel for the Holders of Registrable Securities participating in any Piggyback Registration. All underwriting discounts and commissions will be borne by the seller of the securities sold pursuant to the registration.

     12.7 Indemnification.

          (a) The Company hereby agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, its officers and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages,

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liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities.

          (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder and only to the extent of the amount of net proceeds received by such holder in the offering.

          (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

          (d) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities. the Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company’s indemnification is unavailable for any reason.

     12.8 Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or

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Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder’s intended method of distribution.

ARTICLE 13

SUBORDINATION OF NOTES

     13.1 General. The Subordinated Debt is subordinate and junior in right of payment to all Senior Financing and the Senior Term Loans to the extent provided in this Article 13. The Junior Subordinated Notes are subordinate and junior in right of payment to the Senior Subordinated Notes to the extent provided in this Article 13.

     13.2 Default in Respect of Senior Financing.

          (a) Senior Financing Payment Default. In the event of a Senior Financing Payment Default then, unless and until such Senior Financing Payment Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Debt, or as a sinking fund for any Subordinated Debt, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Debt, during any period:

          (i) commencing on the date such Senior Financing Payment Default shall first occur and ending on the date on which such Senior Financing Payment Default shall have been cured or waived or shall have ceased to exist; or

          (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Financing Payment Default, or in which the maturity of such Senior Financing shall have been accelerated in respect of such Senior Financing Payment Default and such acceleration shall not have been annulled.

          (b) Senior Financing Covenant Default. In the event of a Senior Financing Covenant Default, then, unless and until such Senior Financing Covenant Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Debt, or as a sinking fund for any Subordinated Debt, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Debt, during any period:

          (i) of one hundred eighty (180) days after written notice (a “Senior Financing Blocking Notice”) of such Senior Financing Covenant Default shall have been given to the Company and to the Purchasers by the Senior Agent,

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provided that only one (1) such Senior Financing Blocking Notice shall be given pursuant to the terms of this Section 13.2(b)(i) in any three hundred sixty (360) day period; or

          (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Financing Covenant Default, or in which an effective notice of acceleration of the maturity of such Senior Financing shall have been transmitted to the Company and each of the holders of the Notes in respect of such Senior Financing Covenant Default and such acceleration shall not have been annulled, or in which notice of the failure to pay such Senior Financing upon its final maturity shall have been transmitted to the Company and each of the holders of the Notes and such failure shall be continuing;

provided that no Senior Financing Covenant Default that served as the basis for, or existed at the time of, a previous Senior Financing Blocking Notice, shall provide the basis for a subsequent Senior Financing Blocking Notice unless such Senior Financing Covenant Default has been cured or waived for a period of at least one hundred eighty (180) consecutive days.

          (c) Notice by the Company. The Company shall give written notice to each holder of Subordinated Debt of any Senior Financing Payment Default (and any acceleration of the maturity of any Indebtedness as a result thereof) and the receipt of any notice under Section 13.2(b)(i) or Section 13.2(b)(ii) immediately upon the occurrence or receipt thereof, as the case may be.

     13.3 Default in Respect of Senior Term Loans

          (a) Senior Term Loans Payment Default. In the event of a Senior Term Loans Payment Default then, unless and until such Senior Term Loans Payment Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Notes, or as a sinking fund for any Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Notes, during any period:

          (i) commencing on the date such Senior Term Loans Payment Default shall first occur and ending on the date on which such Senior Term Loans Payment Default shall have been cured or waived or shall have ceased to exist; or

          (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Term Loans Payment Default, or in which the maturity of such Senior Term Notes shall have been accelerated in respect of such Senior Term Loans Payment Default and such acceleration shall not have been annulled.

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          (b) Senior Term Loans Covenant Default. In the event of a Senior Term Loans Covenant Default, then, unless and until such Senior Term Loans Covenant Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Subordinated Notes) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Notes, or as a sinking fund for any Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Notes, during any period:

          (i) of one hundred eighty (180) days after written notice (a “Senior Term Loans Blocking Notice”) of such Senior Term Loans Covenant Default shall have been given to the Company and to the Purchasers by the Agent, provided that only one (1) such Senior Term Loans Blocking Notice shall be given pursuant to the terms of this Section 13.3(b)(i) in any three hundred sixty (360) day period; or

          (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Term Loans Covenant Default, or in which an effective notice of acceleration of the maturity of such Senior Term Notes shall have been transmitted to the Company and each of the holders of the Subordinated Notes in respect of such Senior Term Loans Covenant Default and such acceleration shall not have been annulled, or in which notice of the failure to pay such Senior Term Notes upon its final maturity shall have been transmitted to the Company and each of the holders of the Subordinated Notes and such failure shall be continuing;

provided that no Senior Term Loans Covenant Default that served as the basis for, or existed at the time of, a previous Senior Term Loans Blocking Notice, shall provide the basis for a subsequent Senior Term Loans Blocking Notice unless such Senior Term Loans Covenant Default has been cured or waived for a period of at least one hundred eighty (180) consecutive days.

          (c) Notice by the Company. The Company shall give written notice to each holder of Subordinated Notes of any Senior Term Loans Payment Default (and any acceleration of the maturity of any Indebtedness as a result thereof) and the receipt of any notice under Section 13.3(b)(i) or Section 13.3(b)(ii) immediately upon the occurrence or receipt thereof, as the case may be.

     13.4 Default in Respect of Senior Subordinated Notes.

          (a) Senior Subordinated Notes Payment Default. In the event of a Senior Subordinated Notes Payment Default then, unless and until such Senior Subordinated Notes Payment Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made be delivery of Junior Subordinated Notes) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Junior Subordinated Notes, or as a sinking fund for any Junior Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Junior Subordinated Notes, during any period:

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          (i) commencing on the date such Senior Subordinated Notes Payment Default shall first occur and ending on the date on which such Senior Subordinated Notes Payment Default shall have been cured or waived or shall have ceased to exist; or

          (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Notes Payment Default, or in which the maturity of such Senior Subordinated Notes shall have been accelerated in respect of such Senior Subordinated Notes Payment Default and such acceleration shall not have been annulled.

          (b) Senior Subordinated Notes Covenant Default. In the event of a Senior Subordinated Notes Covenant Default, then, unless and until such Senior Subordinated Notes Covenant Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made be delivery of Junior Subordinated Notes) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Junior Subordinated Notes, or as a sinking fund for any Junior Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Junior Subordinated Notes, during any period:

          (i) of one hundred eighty (180) days after written notice (a “Senior Subordinated Notes Blocking Notice”) of such Senior Subordinated Notes Covenant Default shall have been given to the Company and to the Purchaser by the Agent, provided that only one (1) such Senior Subordinated Notes Blocking Notice shall be given pursuant to the terms of this Section 13.4(b)(i) in any three hundred sixty (360) day period; or

          (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Subordinated Notes Covenant Default, or in which an effective notice of acceleration of the maturity of such Senior Subordinated Notes shall have been transmitted to the Company and each of the holders of the Junior Subordinated Notes in respect of such Senior Subordinated Notes Covenant Default and such acceleration shall not have been annulled, or in which notice of the failure to pay such Senior Subordinated Notes upon its final maturity shall have been transmitted to the Company and each of the holders of the Junior Subordinated Notes and such failure shall be continuing;

provided that (A) no Senior Subordinated Notes Covenant Default that served as the basis for, or existed at the time of, a previous Senior Subordinated Notes Blocking Notice, shall provide the basis for a subsequent Senior Subordinated Notes Blocking Notice unless such Senior Subordinated Notes Covenant Default has been cured or waived for a period of at least one hundred eighty (180) consecutive days, and (B) notwithstanding the foregoing, no more than four (4) payment blockages may be imposed under any of the provisions of this Section 13.4(b) while the Junior Subordinated Notes shall remain outstanding.

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          (c) Notice by the Company. The Company shall give written notice to each holder of Junior Subordinated Notes of any Senior Subordinated Notes Payment Default (and any acceleration of the maturity of any Indebtedness as a result thereof) and the receipt of any notice under Section 13.4(b)(i) or Section 13.4(b)(ii) immediately upon the occurrence or receipt thereof, as the case may be.

     13.5 Insolvency, etc. In the event of:

          (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any Company, its creditors or its Properties and Facilities;

          (b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;

          (c) any assignment by the Company for the benefit of creditors; or

          (d) any other marshalling of the assets of the Company

first, all Senior Financing shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes;

and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes,

and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes,

and Fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes.

Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or

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indirectly that would otherwise (but for this Section 13.5) be payable or deliverable in respect of Subordinated Debt shall first be paid or delivered directly to the holders of Senior Financing in accordance with the priorities then existing among such holders until all Senior Financing shall have been paid in full in cash and second be paid or delivered directly to the holders of Senior Term Loan B in accordance with the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid or delivered directly to the holders of Senior Term Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cash.

     13.6 Limited Suspension of Remedies of Holders of Subordinated Debt. At any time during which payment on the Subordinated Debt shall be prohibited pursuant to the terms of Sections 13.2 or 13.3, no holder of Subordinated Debt may:

          (a) declare or join in the declaration of any Subordinated Debt to be due and payable or otherwise accelerate the maturity of the principal of the Notes, accrued interest thereon or prepayment premium or other amounts due thereunder, or

          (b) commence any administrative, legal or equitable action against the Company;

     provided, however, that the limitations contained in clauses (a) and (b) above shall terminate with respect to such period on the earlier of (i) the date on which the Senior Agent or any Senior Lender accelerates the maturity of the Senior Financing in the case of a prohibition of payment pursuant to Section 13.2 or the date on which the holders of the Senior Term Loans accelerate the maturity of the Senior Term Notes in the case of a prohibition of payment pursuant to Section 13.3 and (ii) the date that is the one hundred eightieth (180th) day after the date of delivery of written notice by Agent to Senior Lender or holders of Senior Term Loans, as the case may be, of the occurrence and continuance of a Default or Event of Default under this Agreement.

     13.7 Proof of Claim. Each holder of Subordinated Debt irrevocably authorizes and empowers the holders of Senior Financing and the Senior Term Loans and each holder of Junior Subordinated Notes irrevocably authorizes and empowers the holders of Senior Subordinated Notes in any proceeding under any federal or state bankruptcy or insolvency law, or any other reorganization, dissolution or liquidation proceedings of the Company to file a proof of claim on behalf of such holder of Subordinated Debt or Junior Subordinated Notes, as the case may be, with respect to the Subordinated Debt or the Junior Subordinated Notes, as the case may be, and the other amounts owing hereunder and the Notes if (and only if) such holder of Subordinated Debt or Junior Subordinated Notes, as the case may be, fails to file proof of its claims prior to ten (10) days before the expiration of the time period during which such proof of claim must be filed. Neither this Section 13.7, nor any other provisions hereof, shall be construed to give the holders of Senior Financing or the Senior Term Loans any right to vote any Subordinated Debt or the holders of Senior Subordinated Notes any right to vote any Junior Subordinated Notes, or any related claim, whether in connection with any resolution, arrangement, plan of reorganization, compromise, settlement, election, or otherwise.

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     13.8 Acceleration of Subordinated Debt. In the event that any Subordinated Debt shall be declared due and payable as the result of the occurrence of any one or more Events of Default in respect thereof, under circumstances when the terms of Section 13.2 or 13.3 do not prohibit payment on Subordinated Debt, no payment shall be made in respect of any Subordinated Debt unless and until all Senior Financing and the Senior Term Loans shall have been paid in full in cash or such declaration and its consequences shall have been rescinded and all such Defaults and Events of Default shall have been remedied or waived or shall have ceased to exist. In the event that any Junior Subordinated Notes shall be declared due and payable as the result of the occurrence of any one or more Events of Default in respect thereof, under circumstances when the terms of Section 13.4 do not prohibit payment on Junior Subordinated Notes, no payment shall be made in respect of any Junior Subordinated Notes unless and until all Senior Subordinated Notes shall have been paid in full in cash or such declaration and its consequences shall have been rescinded and all such Defaults and Events of Default shall have been remedied or waived or shall have ceased to exist.

     13.9 Turnover of Payments.

          (a) If:

          (i) any payment or distribution shall be collected or received by any holders of Subordinated Debt in contravention of any of the terms of this Article 13 and prior to the payment in full in cash of the Senior Financing or the Senior Term Loans at the time outstanding; and

          (ii) Agent or the Senior Agent shall have notified such holders of Subordinated Debt, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article 13;

then such holders of Subordinated Debt will deliver such payment or distribution, to the extent necessary to pay all such Senior Financing or Senior Term Loans in full in cash, to the holders of such Senior Financing or Senior Term Loans and, until so delivered, the same shall be held in trust by such holders of Subordinated Debt as the property of the holders of such Senior Financing or Senior Term Loans. If after any amount is delivered pursuant to this Section 13.9(a), whether or not such amounts have been applied to the payment of Senior Financing or the Senior Term Loans, and the outstanding Senior Financing or the Senior Term Loans shall thereafter be paid in full in cash by the Company or otherwise other than pursuant to this Section 13.9(a), the holders of Senior Financing or the Senior Term Loans shall return to such holders of Subordinated Debt an amount equal to the amount delivered to such holders of Senior Financing or the Senior Term Loans pursuant to this Section 13.9(a). Any optional prepayment made in respect of the Subordinated Debt that violates this Agreement or the Senior Credit Agreement shall also be subject to this Section 13.9(a).

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          (b) If:

          (i) any payment or distribution shall be collected or received by any holders of Junior Subordinated Notes in contravention of any of the terms of this Article 13 and prior to the payment in full in cash of the Senior Subordinated Notes at the time outstanding; and

          (ii) the Agent shall have notified such holders of Junior Subordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article 13;

then such holders of Junior Subordinated Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Subordinated Notes in full in cash, to the holders of such Senior Subordinated Notes and, until so delivered, the same shall be held in trust by such holders of Junior Subordinated Notes as the property of the holders of such Senior Subordinated Notes. If after any amount is delivered to the holders of Senior Subordinated Notes pursuant to this Section 13.9(b), whether or not such amounts have been applied to the payment of Senior Subordinated Notes, and the outstanding Senior Subordinated Notes shall thereafter be paid in full in cash by the Company or otherwise other than pursuant to this Section 13.9(b), the holders of Senior Subordinated Notes shall return to such holders of Junior Subordinated Notes an amount equal to the amount delivered to such holders of Senior Subordinated Notes pursuant to this Section 13.9(b).

     13.10 Obligations Not Impaired.

          (a) No Impairment of Senior Financing or Senior Term Loans. No right of any present or future holder of any Senior Financing or Senior Term Loans and no right of any present or future holder of any Senior Subordinated Notes to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

          (b) No Impairment of Subordinated Debts. Nothing contained in this Section 13.10 shall impair, as between the Company and any holder of Subordinated Debt, the obligation of the Company to pay to such holder the principal thereof and prepayment premium, if any, and interest thereon as and when the same shall become due and payable in accordance with the terms of this Agreement, or prevent any holder of any Subordinated Debt from exercising all rights, powers and remedies otherwise permitted by applicable law or under this Agreement or the Stockholders Agreement, all subject to the rights of the holders of the Senior Financing and the Senior Term Loans to receive cash, Securities or other property otherwise payable or deliverable to the holders of Subordinated Debt.

     13.11 Payment of Debt; Subrogation. Upon the payment in full of all Senior Financing and Senior Term Loans in cash, the holders of Subordinated Debt shall be subrogated to all rights of any holder of Senior Financing or any holder of Senior Term Loans to receive any further payments or distributions applicable thereto until the Subordinated Debt shall have been paid in full, and such payments or distributions received by the holders of Subordinated Debt by reason of such subrogation, of cash, Securities or other property which otherwise would be paid or

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distributed to the holders of Senior Financing or Senior Term Loans, shall, as between the Company and its creditors other than the holders of Senior Financing or Senior Term Loans, on the one hand, and the holders of Subordinated Debt, on the other hand, be deemed to be a payment by the Company on account of Senior Financing or Senior Term Loans and not on account of Subordinated Debt. Upon the payment in full of all Senior Subordinated Notes in cash, the holders of Junior Subordinated Notes shall be subrogated to all rights of any holder of Senior Subordinated Notes to receive any further payments or distributions applicable to the Senior Subordinated Notes until the Junior Subordinated Notes shall have been paid in full, and such payments or distributions received by the holders of Junior Subordinated Notes by reason of such subrogation, of cash, Securities or other property which otherwise would be paid or distributed to the holders of Senior Subordinated Notes, shall, as between the Company and its creditors other than the holders of Senior Subordinated Notes, on the one hand, and the holders of Junior Subordinated Notes, on the other hand, be deemed to be a payment by the Company on account of Senior Subordinated Notes and not on account of Junior Subordinated Notes.

     13.12 Reliance of Holders of Senior Financing and Senior Term Loans; Reliance of Holders of Senior Subordinated Notes; Amendments.

          (a) Reliance of Holders of Senior Financing. Each holder of Subordinated Debt by its acceptance thereof shall be deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of any Senior Financing and Senior Term Loans, whether such financing was created or acquired before or after the creation of Subordinated Debt, to acquire and hold, or to continue to hold, such Senior Financing or Senior Term Loans, and such holder of Senior Financing or Senior Term Loans shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Financing or Senior Term Loans.

          (b) Reliance of Holders of Senior Subordinated Notes. Each holder of Junior Subordinated Notes by its acceptance thereof shall be deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of any Senior Subordinated Notes, whether such Senior Subordinated Note was created or acquired before or after the creation of Junior Subordinated Notes, to acquire and hold, or to continue to hold, such Senior Subordinated Notes, and such holder of Senior Subordinated Notes shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Subordinated Notes.

          (c) Amendments. Notwithstanding anything to the contrary herein, no amendment, waiver or other modification of this Article 13 shall be effective unless such amendment, waiver or other modification shall have been approved in writing by Senior Agent and all of the holders of Senior Term Loans and Senior Subordinated Notes outstanding at the time of such amendment, waiver or other modification.

     13.13 Notices. Whenever any notice to holders of Notes shall be required pursuant to the provisions of this Article 13, the Senior Agent and the other holders of Senior Financing shall be deemed to have given such notice if such notice shall have been delivered to

          (a) all holders of Notes identified on Annex A and all holders of Notes identified in the register of the Company maintained pursuant to Section 6.1 in each case in the manner specified in Section 14.6, and

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          (b) all other holders of Notes that shall have given written notice to the Senior Agent that such holder holds one or more Notes;

provided, however, that if the Company shall fail to make such register available to the Senior Agent, then such notice shall be deemed to have been given if such notice is delivered to (i) all holders of Notes identified on Annex A, in the manner specified in Section 14.6, and (ii) all other holders of Notes that shall have given written notice to the Senior Agent that such holder holds one or more Notes. For the purposes of this Section 13.13, any such written notice to the Senior Agent by any such other holder of Notes shall be effective if given to the Senior Agent at the address of the Senior Agent supplied by the Company from time to time.

ARTICLE 14

MISCELLANEOUS

     14.1 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that (i) the Company may not assign or transfer its rights hereunder or any interest herein or delegate its duties hereunder and (ii) Purchasers shall have the right to assign their rights hereunder and under the Notes and Securities in accordance with Article 6.

     14.2 Modifications and Amendments. The provisions of this Agreement may be modified, waived or amended, but only by a written instrument signed by the Company and the Agent to be bound thereby and, to the extent such modification, amendment or waiver relates (i) to the Notes, such instrument must be executed by Agent on behalf of Purchasers upon satisfaction of the conditions set forth in Section 9.11 and (ii) to the Preferred Stock, the Common Stock, the Warrants or the Warrant Shares, such instrument must be executed by the holders of at least seventy-five percent (75%) of the Preferred Stock, Common Stock or the Warrant Shares, as appropriate.

     14.3 No Implied Waivers; Cumulative Remedies; Writing Required. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that Agent or Purchasers or any holder of Notes, Preferred Stock, Common Stock, Warrants or Warrant Shares would otherwise have. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement or any such waiver of any provision or condition of this Agreement must be in writing, satisfy the conditions set forth in Section 9.11 and shall be effective only to the extent in such writing specifically set forth.

     14.4 Reimbursement of Expenses. The Company upon demand shall pay or reimburse Agent and Purchasers for all reasonable fees and expenses incurred or payable by Agent or Purchasers (including, without limitation, reasonable fees and expenses of special counsel for Agent and Purchasers), from time to time (i) arising in connection with the negotiation, preparation and execution of this Agreement, the Notes, the other Transaction Documents and all other instruments and documents to be delivered hereunder or thereunder or arising in connection with the transactions contemplated hereunder or thereunder, (ii) relating to any amendments,

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waivers or consents pursuant to the provisions hereof or thereof, and (iii) arising in connection with the enforcement of this Agreement or collection of the Notes.

     14.5 Holidays. Whenever any payment or action to be made or taken hereunder or under the Notes shall be stated to be due on a day which is not a Business Day, such payment or action shall be made or taken on the next following Business Day, and such extension of time shall be included in computing interest or fees, if any, in connection with such payment or action.

     14.6 Notices. All notices and other communications given to or made upon any party hereto in connection with this Agreement shall, except as otherwise expressly herein provided, be in writing (including telecopy, but in such case, a confirming copy will be sent by another permitted means) and mailed via certified mail, telecopied or delivered by guaranteed overnight parcel express service or courier to the respective parties, as follows:

to the Company:

Global Dosimetry Solutions, Inc.
2652 McGaw Avenue
Irvine, CA 92614
Attention: Chief Financial Officer

with a copy to:

Global Dosimetry Solutions, Inc.
c/o American Capital Strategies, Ltd.
Two Bethesda Metro Center
14^th Floor
Bethesda, Maryland 20814
Attention: Compliance Officer

with a copy to:

Global Dosimetry Solutions, Inc.
c/o American Capital Strategies, Ltd.
Attention: Robert Klein, Principal
                   Brian Graff, Principal
461 Fifth Avenue, 26th Floor
New York, New York 10017
Fax: (212) 213-2060

with a copy to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: Christopher K. Aidun
Fax: (212) 310-8007

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to Agent:

American Capital Strategies, Ltd.
2 Bethesda Metro Center, 14^th Floor
Bethesda, Maryland 20814
Attention: Compliance Officer
Fax: (301) 654-6714

with a copy to:

American Capital Strategies, Ltd.
Attention: Robert Klein, Principal
461 Fifth Avenue, 26th Floor
New York, NY 10017
Fax: (212) 213-2060

and

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: Christopher K. Aidun, Esq.
Fax: (212) 310-8007

to Purchasers:

as set forth on Annex A

or in accordance with any subsequent written direction from the recipient party to the sending party. All such notices and other communications shall, except as otherwise expressly herein provided, be effective upon delivery if delivered by courier or overnight parcel express service; in the case of certified mail, three (3) Business Days after the date sent; or in the case of telecopy, when received.

     14.7 Survival. All representations, warranties, covenants and agreements of the Company contained herein or made in writing in connection herewith shall survive the execution and delivery of this Agreement and the purchase of the Notes, Preferred Stock, Common Stock and the Warrants and shall continue in full force and effect so long as any Note, Preferred Stock, Common Stock or Warrant is outstanding and until payment in full of all of the Company’s obligations hereunder or thereunder. All obligations relating to indemnification hereunder shall survive any termination of this Agreement and shall continue for the length of any applicable statute of limitations.

     14.8 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

     14.9 Jurisdiction, Consent to Service of Process.

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          (a) THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE CITY OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER PURCHASE DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT AGENT, PURCHASERS AND THE COMPANY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER PURCHASE DOCUMENT AGAINST AGENT, PURCHASERS, COMPANY, AS APPLICABLE, OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION.

          (b) THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES OR ANY OTHER PURCHASE DOCUMENT IN ANY NEW YORK OR FEDERAL COURT. IF EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

          (c) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.6 HEREOF. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

     14.10 Jury Trial Waiver. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (I) TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR (II) ARISING FROM ANY DISPUTE OR CONTROVERSY IN CONNECTION WITH OR RELATED TO THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

     14.11 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Agreement.

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     14.12 Headings. Article, section and subsection headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

     14.13 Indemnity. The Company hereby agrees to indemnify, defend and hold harmless Agent and Purchasers and their officers, directors, employees, agents and representatives, and their respective successors and assigns in connection with any losses, claims, damages, liabilities and expenses, including reasonable attorneys’ fees, to which Agent or any Purchaser may become subject (other than as a result and to the extent of the gross negligence or willful misconduct of any such Person), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or by reason of any investigation, litigation or other proceedings related to or resulting from any act of, or omission by, the Company or its Affiliates or any officer, director, employee, agent or representative of the Company or its Affiliates with respect to the Transactions, the Notes, the Preferred Stock, the Common Stock, the Warrants, Charter, the By-laws or any agreements entered into in connection with any such agreements, instruments or documents, and to reimburse Agent and Purchasers and each such Person and Affiliate, upon demand, for any legal or other expenses incurred in connection with investigating or defending any such loss, claim, damage, liability, expense or action, except to the extent that any such loss, claim, damage, liability, expense or action arises out of or by reason of the willful misconduct or gross negligence of Agent, Purchaser or any of their respective officers, directors, employees, agents and representatives. To the extent that the foregoing undertakings may be unenforceable for any reason, the Company agrees to make the maximum contribution to the payment and satisfaction of indemnified liabilities set forth in this Section 14.13 which is permissible under applicable law.

     14.14 Environmental Indemnity. The Company and its respective successors and assigns, hereby release and discharge, and agree to defend, indemnify and hold harmless, Agent, Purchasers and their Affiliates (including their partners, subsidiaries, customers, guests, and invitees, and the successors and assigns of all of the foregoing, and their respective officers, employees and agents) from and against any and all Environmental Liabilities, whenever and by whomever asserted, to the extent that such Environmental Liabilities are based upon, or otherwise relate to: (i) any Condition at any time in, at, on, under, a part of, involving or otherwise related to the Properties and Facilities (including any of the properties, materials, articles, products, or other things included in or otherwise a part of the Properties and Facilities); (ii) any action or failure to act of any Person, including any prior owner or operator of the Properties and Facilities (including any of the properties, materials, articles, products, or other things included in or otherwise a part of the Properties and Facilities), involving or otherwise related to the Properties and Facilities or operations of the Company; (iii) the Management of any Pollutant, material, article or product (including Management of any material, article or product containing a Pollutant) in any physical state and at any time, involving or otherwise related to the Properties and Facilities or any property covered by clause (iv) (including Management either from the Properties and Facilities or from any property covered by clause (iv), and Management to, at, involving or otherwise related to the Properties and Facilities or any property covered by clause (iv)); (iv) Conditions, and actions or failures to act, in, at, on, under, a part of, involving or otherwise related to any property other than the Properties and Facilities, which property was, at or prior to the Additional Closing Date, (I) acquired, held, sold, owned, operated, leased, managed, or divested by, or otherwise associated with, (A) the Company, (B) any of the Company’s Affiliates, or (C) any predecessor or successor organization of those identified in (A) or (B); or (II) engaged in any tolling, contract manufacturing or processing, or other similar

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activities for, with, or on behalf of the Company; (v) any violation of or noncompliance with or the assertion of any Lien under the Environmental Laws, (vi) the presence of any toxic or hazardous substances, wastes or contaminants on, at or from the past and present Properties and Facilities, including, without limitation, human exposure thereto; (vii) any Release affecting the past or present Properties and Facilities, whether or not the same originates or emanates from such Properties and Facilities or from any contiguous real estate, including, without limitation, any loss of value of such Properties and Facilities as a result thereof; or (viii) a misrepresentation in any representation or warranty or breach of or failure to perform any covenant made by the Company in this Agreement. This indemnity and agreement to defend and hold harmless shall survive any termination or satisfaction of the Notes, or the sale, assignment or foreclosure thereof, or the sale, transfer or conveyance of all or part of the past and present Properties and Facilities, or any other circumstances which might otherwise constitute a legal or equitable release or discharge, in whole or in part, of the Company under the Notes.

     14.15 Counterparts. This Agreement may be executed in any number of counterparts and by either party hereto on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument.

     14.16 Integration. This Agreement and the other Transaction Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof. This Agreement shall amend and restate the Existing Purchase Agreement in its entirety, and the initial agreement shall have no further effect as of the date hereof.

     14.17 Subordination. The obligations evidenced hereby are subordinate in the manner and to the extent set forth herein and in the Intercreditor Agreement by and among the Senior Agent, Agent and the Company, to the Senior Financing, and each holder hereof, by its acceptance hereof, acknowledges and agrees to be bound by the provisions hereof and of the Intercreditor Agreement when so executed.

* * *

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COMPANY: GLOBAL DOSIMETRY SOLUTIONS, INC.
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	CEO
AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Todd Wilson
	Name:
	Title:
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Todd Wilson
	Name:
	Title:
ACS FUNDING TRUST I By: AMERICAN CAPITAL STRATEGIES, LTD.,         its Servicer
By:	/s/ Todd Wilson
	Name:
	Title:

ACAS BUSINESS LOAN TRUST 2003-2 By: AMERICAN CAPITAL STRATEGIES, LTD.,         its Servicer
By:	/s/ Todd Wilson
	Name:
	Title:

Signature Page to Note and Equity Purchase Agreement

2

ANNEX A
INFORMATION RELATING TO PURCHASERS

ANNEX B

Holder
American Capital Strategies, Ltd.	Senior Term B Note-1, $5,000,000
American Capital Strategies	Senior Term B Note-2, $5,000,000
American Capital Strategies	Senior Term C Note, $4,000,000
American Capital Strategies	Senior Subordinated Note-1, $4,300,000
American Capital Strategies	Senior Subordinated Note-2, $4,300,000
American Capital Strategies	Tranche A Junior Subordinated Note, $4,300,000
American Capital Strategies	Tranche B Junior Subordinated Note, $4,300,000

	Warrants and Number of Shares of Common
Holder	Stock of the Company
American Capital Strategies, Ltd.	Warrant, 88,560 shares

Holder	Preferred Stock
American Capital Strategies, Ltd.	20,000 shares of Series A PIK Preferred Stock

Holder	Common Stock
American Capital Strategies, Ltd.	17,500 shares of Common Stock

EX-10.4.1

Exhibit 10.4.1

AMENDMENT NO. 1

to the

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

GLOBAL DOSIMETRY SOLUTIONS, INC.,

AMERICAN CAPITAL FINANCIAL SERVICES, INC.,
AS AGENT

and

PURCHASERS IDENTIFIED ON
ANNEX A HERETO

October 14, 2005

AMENDMENT NO. 1
to the
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

     THIS AMENDMENT NO. 1, dated October 14, 2005 (this “Amendment No. 1”), amends THE AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT, dated November 10, 2004 (the “Amended and Restated Purchase Agreement”), and is made by and among Global Dosimetry Solutions, Inc., a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto and are listed in Annex A (or any amendment or supplement thereto) attached thereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative agent for Purchasers (in such capacity “Agent”).

RECITALS

     A. The parties hereto were party to a Note and Equity Purchase Agreement, dated as of September 30, 2003 (the “Original Purchase Agreement”);

     B. The parties hereto are party to the Amended and Restated Purchase Agreement, pursuant to which the Original Purchase Agreement was amended and restated;

     C. The Company, Purchasers and the Agent have agreed to enter into this Amendment No. 1 to amend the Amended and Restated Purchase Agreement, in order to (i) issue and sell the Senior Term D Notes (as defined herein) (ii) establish the Revolving Loan (as defined herein), (iii) issue and sell shares of the Series B Preferred Stock (as defined herein) and (ix) amend of certain other terms of the Amended and Restated Purchase Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions. Capitalized terms used and not defined elsewhere in this Amendment are as defined in the Agreement (as amended by this Amendment No. 1).

2. Amendments. The Amended and Restated Purchase Agreement is hereby amended as follows:

     (a) The following definitions set forth in Section 1.1 of the Amended are hereby amended and restated in their entirety:

“Agreement” shall mean this Agreement, as amended by Amendment No. 1 and as may be further amended amended, restated, supplemented or otherwise modified from time to time.

“LIBOR Period” means each month commencing on the Closing Date, the Additional Closing Date, in the case of the Senior Term C Notes, or the Term D Closing Date, in the case of the Senior Term D Notes (or if the Closing Date, the Additional Closing Date or

1

Term Closing Date is not a LIBOR Business Day, the next succeeding LIBOR Business Day) and ending one month thereafter; provided, that the foregoing provision relating to LIBOR Periods is subject to the following:

     (a) if any LIBOR Period would otherwise end on a day that is not a LIBOR Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding LIBOR Business Day;

     (b) any LIBOR Period that would otherwise extend beyond the maturity date of the Notes shall end on such date; and

     (c) any LIBOR Period that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last LIBOR Business Day of a calendar month.

“Notes” shall mean, collectively, the Original Notes, the Senior Term C Notes, the Senior Term D Notes and the Revolving Notes.”

“Original Securities” shall mean the Original Notes, the Series A Preferred Stock, the Common Stock, and the Common Stock issuable upon exercise of the Warrants.

“Preferred Stock” shall mean (a) only for the purposes of Section 2.7 hereof, the Series A Preferred Stock and (b) for all other purposes under this Agreement, the Series A Preferred Stock and the Series B Preferred Stock.

“Revolving Notes” shall mean those notes issued in connection with the Revolving Loans.

“Securities” shall mean collectively the Original Securities, the Additional Securities, the Senior Term D Notes, the Revolving Notes and the Series B Preferred Stock.

“Senior Debt” shall mean the Senior Financing and the Senior Term Loan C.

“Senior Financing” means the indebtedness incurred under the Revolving Loans and the Senior Term D Loans.

“Senior Term Loans” shall mean the Senior Term C Loans and the Senior Term D Loans.

“Senior Financing Blocking Notice” shall have the meaning assigned to such term in Section 13.2(b)(i).

“Senior Term Notes” shall mean the Senior Term C Notes and the Senior Term D Notes.

“Subordinated Debt” shall mean and include

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     (a) all obligations, liabilities and indebtedness of the Company now or hereafter existing, whether for principal, prepayment premium, if any, interest, fees, expenses or otherwise, under or arising out of or relating to the Subordinated Notes, and

     (b) any claims arising in respect of any breach of this Agreement (including, without limitation, the breach of any representation or warranty under this Agreement), and any claims in respect of indemnification obligations in respect of or arising out of this Agreement, in each case to the extent related to the Subordinated Notes, it being understood that no obligations, liabilities, indebtedness or claims under, arising out of or relating to the Senior Financing shall be considered Subordinated Debt.

“Total Funded Debt” shall mean, for any date, the sum of the outstanding balance on such date of (i) the obligations outstanding hereunder and under the Notes and (ii) Capital Leases.

“Transactions” shall mean the transactions contemplated by this Agreement (as amended by Amendment No. 1), the Acquisition Agreement, the Proxtronics Acquisition and the transactions contemplated by the LFA Acquisition Agreement.

(b) The following definitions are hereby inserted in Section 1.1:

“Amendment No. 1” shall mean Amendment No. 1 to this Agreement, dated October 14, 2005.

“LFA Acquisition Agreement” shall mean that certain Asset Purchase Agreement, dated as of October 14, 2005, by and among the Company, Jon Laeger, Brian Laeger and LFA Corporation.

“Loan D Rate” shall mean a rate per annum equal to the LIBOR Rate plus 6.5%.

“Notice of Borrowing” shall have the meaning assigned to such term in Section 2.5A(b).

“Revolving Loans” shall have the meaning assigned to such term in Section 2.5A(a) hereof.

“Revolving Loan Commitment” shall mean the agreement of certain Purchasers to make Revolving Loans up to the Revolving Loan Commitment Amount outstanding at any time in accordance with Section 2.5A.

“Revolving Loan Commitment Amount” shall mean $6,000,000.

“Revolving Loan Commitment Fee” shall have the meaning assigned to such term in Section 3.16 hereof.

“Revolving Loan Origination Fee” shall mean a fee in the amount equal to $180,000.

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“Revolving Loan Rate” shall mean a rate per annum equal to the LIBOR Rate plus 4.0%.

“Revolving Loan Termination Date” shall have the meaning assigned to such term in Section 2.5A(a).

“Senior Term Loan D” shall have the meaning assigned to such term in Section 2.3(c).

“Senior Term D Notes” shall have the meaning assigned to such term in Section 2.3(c).

“Senior Term D Origination Fee” shall mean a fee in an amount equal to $810,000.

“Series A Preferred Stock” shall mean the Company’s Series A PIK Redeemable Preferred Stock, par value $0.001 per share.

“Series B Preferred Origination Fee” shall mean a fee in the amount equal to $280,000.

“Series B Preferred Stock” shall mean the Company’s Series B PIK Redeemable Preferred Stock, par value $0.001 per share.

“Term D Closing” shall have the meaning set forth in Section 2.9(c).

“Term D Closing Date” shall have the meaning set forth in Section 2.9(c).

(c) The following definitions are hereby deleted from Section 1.1:

“GMAC”

“Intercreditor Agreement”

“Senior Lender”

“Term Financing”

“Tranche A PIK Condition”

“Tranche B PIK Condition”

“Undrawn Availability”

     (d) The term “Senior Agent” shall be replaced with the term “Agent” wherever in the Amended and Restated Purchase Agreement it is found.

     (e) Section 2.1 shall become Section 2.1(a) and the following is hereby inserted as a new Section 2.1(b):

“(b) The Company has duly authorized the issuance and sale, pursuant to the terms and conditions of this Agreement, of 7,000 shares of the Series B Preferred Stock, having the rights, preferences, privileges and restrictions set forth in the Charter of the Company attached hereto as Exhibit A.”

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(f) A new Section 2.3(c) is hereby inserted as set forth below:

“(c) Subject to the terms and conditions set forth in this Agreement, Purchasers agree to make a loan (“Senior Term Loan D”) to the Company on the Term D Closing Date in the principal amount of $27,000,000. From and after the Term D Closing, the Senior Term Loan D shall be evidenced by one or more promissory notes made by the Company in favor of Purchasers in the form attached hereto as Exhibit B-3 (the “Senior Term D Notes”) to be issued in tranches of $5,000,000, $5,000,000, $5,000,000, $5,000,000, $5,000,000 and $2,000,000 and delivered by the company at the Term D Closing.”

(g) A new Section 2.5A is hereby inserted after Section 2.5 as set forth below:

“2.5A. Revolving Loans.

     (a) Subject to the terms and conditions set forth in this Agreement, on or after the Term D Closing Date and to, but excluding, October 14, 2010, unless terminated earlier pursuant to the terms hereof (the “Revolving Loan Termination Date”), Purchasers designated on Annex B shall, severally, on a pro rata basis based on the percentages specified in Annex B, make loans and advances to the Company on a revolving credit basis (collectively, the “Revolving Loans”) in an aggregate amount outstanding at any time up to the Revolving Loan Commitment Amount. From and after the Term D Closing, the Revolving Loans shall be evidenced by promissory notes made by the Company in favor of Purchasers having Revolving Loan Commitments in the form attached hereto as Exhibit K (together with any such notes issued in substitution therefore pursuant to Sections 6.3 and 6.4, “Revolving Notes”). The date and amount of each Revolving Loan made by such Purchasers and each payment on account of principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such record shall not affect the obligations of the Company to make payments when due of any amounts owing in respect of the Revolving Loans.

     (b) Purchasers having Revolving Loan Commitments shall make Revolving Loans available to the Loan Parties up to a maximum of one draw per week, in integral multiples of $100,000, provided that the conditions set forth in Section 2.5A(a) hereof and this Section 2.5A(b) have been satisfied. Before a Revolving Loan is made (other than any Revolving Loan requested on the Term D Closing Date), the Loan Parties shall have (i) provided Agent an irrevocable written notice of borrowing in the form of Exhibit L (a “Notice of Borrowing”) by facsimile or other means set forth in Section 14.6 so that such notice is received by Agent not later than five (5) Business Days before the day on which the Revolving Loan is to be made, and (ii) contacted Agent and received from Agent either oral or written confirmation of Agent’s receipt of the Notice of Borrowing not later than three (3) Business Days before the date on which the Revolving Loan is to be made. Agent and Purchasers having Revolving Loan Commitments shall be entitled to rely conclusively on any Executive Officer’s authority to deliver a Notice of Borrowing or other writing on behalf of the Company and neither Agent nor any Purchaser having Revolving Loan Commitments shall have any duty to verify the identity or signature of any Person identifying himself as an Executive Officer.”

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(h) A new Section 2.7A is hereby inserted after Section 2.7 as set forth below:

“2.7A Sale and Purchase of Senior Term D Notes and Series B Preferred Stock. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, (a) the Company shall sell to Purchasers, and Purchasers shall purchase from the Company, in an amount equal to the pro rata portion of the Senior Term D Notes as set forth on Annex B, the Notes in the aggregate principal amounts set forth in Section 2.3(c) hereof and (b) the Company shall sell to Purchasers, and Purchasers shall purchase from the Company, in an amount equal to the pro rata portion of the Preferred Stock as set forth on Annex B, 7,000 shares of Series B Preferred Stock for $7,000,000 in the aggregate.

(i) A new Section 2.9(c) is hereby inserted as set forth below:

“(c) Delivery of and payment for the Senior Term D Notes, the Series B Preferred Stock and any Revolving Notes issued in connection with Amendment No. 1 (the “Term D Closing”) shall be made at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY 10153, commencing at 10:00 a.m., local time, on October 14, 2005 or at such place or on such other date as may be mutually agreeable to the Company and Purchasers. The date and time of the Term D Closing as finally determined pursuant to this Section 2.8(c) are referred to herein as the “Term D Closing Date.” Delivery of the Senior Term D Notes, the Series B Preferred Stock and any Revolving Notes issued at the Term D Closing shall be made to Purchasers (or their designees) against payment of the purchase price therefor, less any unpaid Senior Term D Origination Fee, any unpaid Revolving Loan Origination Fee, any unpaid Series B Preferred Origination Fee and any other amounts due and payable pursuant to Section 4.1(i) hereof or Section 3(f) of Amendment No. 1, by wire transfer of immediately available funds in the manner agreed to by the Company and Purchasers. The Senior Term D Notes, the Series B Preferred Stock and any Revolving Notes issued at the Term D Closing shall be issued in such name or names and in such permitted denomination or denominations as set forth in Annex B or as Purchasers may request in writing not less than two (2) Business Days before the Term D Closing Date.”

(j) Section 3.1(e) shall be amended and restated as follows:

“(e) [Intentionally omitted.]”

     (k) A new Section 3.1(g) and a new Section 3.1(h) is hereby inserted as set forth below:

“(g) Senior Term Loan D. The Company covenants and agrees to make payments to Agent, for the ratable benefit of Purchasers, of accrued interest on the Senior Term Loan D on the first Business Day of each month commencing November 1, 2005 through the date of repayment in full of the Senior Term Loan D. The Senior Term Loan D shall bear interest on the outstanding principal thereof at the Loan D Rate. Interest shall be computed on the basis of a year of three hundred sixty (360) days, composed of twelve 30-day months, and the actual number of days elapsed.”

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“(h) Revolving Loans. The Company covenants and agrees to make payments to Agent, for the ratable benefit of Purchasers making Revolving Loans, of accrued interest on the Revolving Loans monthly in arrears on the first LIBOR Business Day of each LIBOR Period, commencing on the first LIBOR Business Day after completion of the first LIBOR Period after a Revolving Loan is advanced, through the date of repayment of the Revolving Loans in full. The Revolving Loans will bear interest on the outstanding principal thereof at the Revolving Loan Rate.”

     (l) A new Section 3.5A and a new Section 3.5B is hereby inserted after Section 3.5 as set forth below:

“3.5A Repayment of Senior Term D Notes. The Company covenants and agrees to repay to Agent, for the ratable benefit of Purchasers holding Senior Term D Notes, the Senior Term D Notes in accordance with the amortization schedule set forth on Annex C attached hereto. Notwithstanding the foregoing schedule, the Company covenants and agrees to repay any and all unpaid principal on the Senior Term D Notes, together with all accrued and unpaid interest, fees and other amounts due in connection with the Senior Term Loan D Notes upon maturity of the Senior Term D Notes on October 14, 2011.”

“3.5B Repayment of Revolving Loans; Reduction or Termination of Revolving Loan Commitment.

     (a) The Company covenants and agrees to pay to Agent, for the ratable benefit of Purchasers, the Revolving Loans in full together with all accrued and unpaid interest, fees and other amounts due hereunder in respect thereof on the Revolving Loan Termination Date or on such earlier date that the Revolving Loan Commitment is terminated pursuant to Section 3.5B(b).

     (b) The Company may, upon notice to Agent, terminate the commitments hereunder to make Revolving Loans, or from time to time permanently reduce the Revolving Loan Commitment, in each case without prepayment premium or penalty; provided that (i) any such notice shall be received by Agent not later than thirty (30) days prior to the date of such termination or reduction, (ii) any partial reduction shall be in an aggregate amount of $1,000,000 (or, if less, the then remaining commitments to make Revolving Loans) or any whole multiple of $100,000 in excess thereof and (iii) the Company shall not terminate or reduce the Revolving Loan Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate amount of Revolving Loans outstanding would exceed the then outstanding Revolving Loan Commitment. Agent will promptly notify Purchasers participating in the Revolving Loan Commitment of any notice of termination or reduction in the Revolving Loan Commitment, and any such reduction shall be applied to the portion of the Revolving Loan Commitment of each Purchaser making such commitments on a pro rata basis.”

(m) Section 3.6 is hereby amended and restated as follows:

“3.6 Optional Prepayment of the Notes. Subject to the terms of this Section 3.8, the Company may prepay to Agent, for the ratable benefit of Purchasers, the outstanding

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principal amount of the Senior Term Notes, the Senior Subordinated Notes and the Junior Subordinated Notes in whole or in part in multiples of $100,000, or such lesser amount as is then outstanding on any of such Notes, at any time at a price equal to (i) the accrued interest on such Note, if any, to the date set for prepayment, plus, (ii) a prepayment fee representing the amortization of certain of Purchasers’ costs incurred in connection with the purchase of such Notes, equal to the principal amount prepaid on such Note multiplied by the following percentage:

If Prepaid During
the 12-Month Period
Ending on September 30
of the Following Years:	Percentage
2006	3%
2007	2%
2008	1%;

provided, however, that in any case, (a) the Subordinated Notes may not be prepaid so long as any Senior Term Notes remain outstanding and (b) the Junior Subordinated Notes may not be prepaid so long as any Senior Subordinated Notes remain outstanding. All such prepayments (A) shall be applied by Agent to the outstanding principal of the Notes in order of priority set forth above and in the inverse order of maturity after application of such prepayment to any accrued interest and prepayment premium payable in connection therewith, and (B) in connection with the Senior Term Loans, shall be applied first to the Senior Term Loan D and second, so long as no Senior Term D Notes remain outstanding, to the Senior Term Loan C.”

(n) Section 3.8(b) is hereby amended and restated as follows:

     “(b) Excess Cash Flow. The Company shall prepay the outstanding amount of the Senior Term Notes in an amount equal to 75% of Net Cash Flow for each fiscal year commencing on or after December 31, 2004, payable upon delivery of the financial statements to the Agent referred to in and required by Section 7.1(e)(i) for such fiscal year but in any event not later than ninety (90) days after the end of each such subsequent fiscal year. All such prepayments shall be applied by Agent to the outstanding principal of Senior Term Loan D, and then to the outstanding principal of Senior Term Loan C, in each case in the inverse order of maturity after application of such prepayment to any accrued interest payable in connection therewith.”

(o) A new Section 3.16 is hereby inserted as set forth below:

“3.16 Revolving Loan Commitment Fee. In consideration of the Revolving Loan Commitment, the Company shall pay to Agent, for the ratable benefit of the Purchasers making Revolving Loan Commitments, a commitment fee (the “Revolving Loan Commitment Fee”) in an amount equal to 0.5% per annum on the average daily unused amount of the Revolving Loan Commitment Amount. The Revolving Loan Commitment Fee shall be payable monthly in arrears on the first Business Day of each calendar month,

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commencing on November 1, 2004 and ending on the Revolving Loan Termination Date.]”

     (p) The first sentence of Section 5.1(d) is hereby amended and restated as follows:

     “(d) Capitalization and Related Matters. As of the Term D Closing Date, after giving effect to the transactions contemplated by Amendment No. 1, the authorized capital stock of the Company will consist of 200,000 shares of Common Stock of which 17,580 shares of Common Stock are issued and outstanding and of which 88,967 shares of Common Stock of the Company have been reserved for issuance upon exercise of the Warrants, and 35,000 shares of Series A Preferred Stock, 20,092 of which are issued and outstanding and 15,000 shares of Series B Preferred Stock, 7,000 of which are issued and outstanding.”

     (q) Section 7.2(a)(ii) is hereby amended and restated as follows:

     “(ii) [Intentionally omitted.]”

     (r) Section 7.2(b)(v) is hereby amended and restated as follows:

     “(v) [Intentionally omitted.]”

     (s) Section 7.3(c) is hereby amended and restated as follows:

     “(c) Senior Leverage Ratio. Maintain a Senior Leverage Ratio for the Company on a Consolidated Basis as of the end of each fiscal quarter set forth below for the respective period set forth below of not greater than the ratio set forth below:

Four Fiscal Quarters	Senior
Ending on Fiscal Quarter	Leverage Ratio
December 31, 2005	3.00 to 1.0
March 31, 2006	3.00 to 1.0
June 30, 2006	2.75 to 1.0
September 30, 2006	2.75 to 1.0
December 31, 2006	2.75 to 1.0
March 30, 2007	2.50 to 1.0
June 30, 2007	2.50 to 1.0
September 30, 2007	2.50 to 1.0”

     (t) Article 13 is hereby amended and restated as follows:

ARTICLE 13

SUBORDINATION OF NOTES

13.1 General. The Subordinated Debt is subordinate and junior in right of payment to all Senior Financing and the Senior Term C Loans to the extent provided in this Article

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13. The Junior Subordinated Notes are subordinate and junior in right of payment to the Senior Subordinated Notes to the extent provided in this Article 13.

13.2 Default in Respect of Senior Financing.

     (a) Senior Financing Payment Default. In the event of a Senior Financing Payment Default then, unless and until such Senior Financing Payment Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Debt, or as a sinking fund for any Subordinated Debt, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Debt, during any period:

     (i) commencing on the date such Senior Financing Payment Default shall first occur and ending on the date on which such Senior Financing Payment Default shall have been cured or waived or shall have ceased to exist; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Financing Payment Default, or in which the maturity of such Senior Financing shall have been accelerated in respect of such Senior Financing Payment Default and such acceleration shall not have been annulled.

     (b) Senior Financing Covenant Default. In the event of a Senior Financing Covenant Default, then, unless and until such Senior Financing Covenant Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Debt, or as a sinking fund for any Subordinated Debt, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Debt, during any period:

     (i) of one hundred eighty (180) days after written notice (a “Senior Financing Blocking Notice”) of such Senior Financing Covenant Default shall have been given to the Company and to the Purchasers by the Senior Agent, provided that only one (1) such Senior Financing Blocking Notice shall be given pursuant to the terms of this Section 13.2(b)(i) in any three hundred sixty (360) day period; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Financing Covenant Default, or in which an effective notice of acceleration of the maturity of such Senior Financing shall have been transmitted to the Company and each of the holders of the Notes in respect of such Senior Financing Covenant Default and such

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acceleration shall not have been annulled, or in which notice of the failure to pay such Senior Financing upon its final maturity shall have been transmitted to the Company and each of the holders of the Notes and such failure shall be continuing;

provided, that no Senior Financing Covenant Default that served as the basis for, or existed at the time of, a previous Senior Financing Blocking Notice, shall provide the basis for a subsequent Senior Financing Blocking Notice unless such Senior Financing Covenant Default has been cured or waived for a period of at least one hundred eighty (180) consecutive days.

     (c) Notice by the Company. The Company shall give written notice to each holder of Subordinated Debt of any Senior Financing Payment Default (and any acceleration of the maturity of any Indebtedness as a result thereof) and the receipt of any notice under Section 13.2(b)(i) or Section 13.2(b)(ii) immediately upon the occurrence or receipt thereof, as the case may be.

     13.3 Default in Respect of Senior Term C Loans.

     (a) Senior Term C Loans Payment Default. In the event of a Senior Term C Loans Payment Default then, unless and until such Senior Term C Loans Payment Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Notes of the same type) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Subordinated Notes, or as a sinking fund for any Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Notes, during any period:

     (i) commencing on the date such Senior Term C Loans Payment Default shall first occur and ending on the date on which such Senior Term C Loans Payment Default shall have been cured or waived or shall have ceased to exist; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Term C Loans Payment Default, or in which the maturity of such Senior Term Notes shall have been accelerated in respect of such Senior Term C Loans Payment Default and such acceleration shall not have been annulled.

     (b) Senior Term C Loans Covenant Default. In the event of a Senior Term C Loans Covenant Default, then, unless and until such Senior Term C Loans Covenant Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made by delivery of Subordinated Notes) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any

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Subordinated Notes, or as a sinking fund for any Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Subordinated Notes, during any period:

     (i) of one hundred eighty (180) days after written notice (a “Senior Term C Loans Blocking Notice”) of such Senior Term C Loans Covenant Default shall have been given to the Company and to the Purchasers by the Agent, provided that only one (1) such Senior Term C Loans Blocking Notice shall be given pursuant to the terms of this Section 13.3(b)(i) in any three hundred sixty (360) day period; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Term C Loans Covenant Default, or in which an effective notice of acceleration of the maturity of such Senior Term Notes shall have been transmitted to the Company and each of the holders of the Subordinated Notes in respect of such Senior Term C Loans Covenant Default and such acceleration shall not have been annulled, or in which notice of the failure to pay such Senior Term Notes upon its final maturity shall have been transmitted to the Company and each of the holders of the Subordinated Notes and such failure shall be continuing;

provided, that no Senior Term C Loans Covenant Default that served as the basis for, or existed at the time of, a previous Senior Term C Loans Blocking Notice, shall provide the basis for a subsequent Senior Term C Loans Blocking Notice unless such Senior Term C Loans Covenant Default has been cured or waived for a period of at least one hundred eighty (180) consecutive days.

     (c) Notice by the Company. The Company shall give written notice to each holder of Subordinated Notes of any Senior Term C Loans Payment Default (and any acceleration of the maturity of any Indebtedness as a result thereof) and the receipt of any notice under Section 13.3(b)(i) or Section 13.3(b)(ii) immediately upon the occurrence or receipt thereof, as the case may be.

     13.4 Default in Respect of Senior Subordinated Notes.

     (a) Senior Subordinated Notes Payment Default. In the event of a Senior Subordinated Notes Payment Default then, unless and until such Senior Subordinated Notes Payment Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made be delivery of Junior Subordinated Notes) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Junior Subordinated Notes, or as a sinking fund for any Junior Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Junior Subordinated Notes, during any period:

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     (i) commencing on the date such Senior Subordinated Notes Payment Default shall first occur and ending on the date on which such Senior Subordinated Notes Payment Default shall have been cured or waived or shall have ceased to exist; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Notes Payment Default, or in which the maturity of such Senior Subordinated Notes shall have been accelerated in respect of such Senior Subordinated Notes Payment Default and such acceleration shall not have been annulled.

     (b) Senior Subordinated Notes Covenant Default. In the event of a Senior Subordinated Notes Covenant Default, then, unless and until such Senior Subordinated Notes Covenant Default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property or by set-off or otherwise, except that payment may be made be delivery of Junior Subordinated Notes) shall be made on account of the principal of, or prepayment premium, if any, or any other amount in respect of, or interest on, any Junior Subordinated Notes, or as a sinking fund for any Junior Subordinated Notes, or in respect of any redemption, retirement, purchase or other acquisition of any Junior Subordinated Notes, during any period:

     (i) of one hundred eighty (180) days after written notice (a “Senior Subordinated Notes Blocking Notice”) of such Senior Subordinated Notes Covenant Default shall have been given to the Company and to the Purchaser by the Agent, provided that only one (1) such Senior Subordinated Notes Blocking Notice shall be given pursuant to the terms of this Section 13.4(b)(i) in any three hundred sixty (360) day period; or

     (ii) in which any judicial proceeding or any other proceeding or action (whether judicial or otherwise) seeking to foreclose or otherwise realize on any collateral shall be pending in respect of such Senior Subordinated Notes Covenant Default, or in which an effective notice of acceleration of the maturity of such Senior Subordinated Notes shall have been transmitted to the Company and each of the holders of the Junior Subordinated Notes in respect of such Senior Subordinated Notes Covenant Default and such acceleration shall not have been annulled, or in which notice of the failure to pay such Senior Subordinated Notes upon its final maturity shall have been transmitted to the Company and each of the holders of the Junior Subordinated Notes and such failure shall be continuing;

provided, that (A) no Senior Subordinated Notes Covenant Default that served as the basis for, or existed at the time of, a previous Senior Subordinated Notes Blocking Notice, shall provide the basis for a subsequent Senior Subordinated Notes Blocking Notice unless such Senior Subordinated Notes Covenant Default has been cured or waived for a period of at least one hundred eighty (180) consecutive days, and (B) notwithstanding the foregoing, no more than four (4) payment blockages may be imposed under any of the provisions of this Section 13.4(b) while the Junior Subordinated Notes shall remain outstanding.

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     (c) Notice by the Company. The Company shall give written notice to each holder of Junior Subordinated Notes of any Senior Subordinated Notes Payment Default (and any acceleration of the maturity of any Indebtedness as a result thereof) and the receipt of any notice under Section 13.4(b)(i) or Section 13.4(b)(ii) immediately upon the occurrence or receipt thereof, as the case may be.

     13.5 Insolvency, etc. In the event of:

     (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any Company, its creditors or its Properties and Facilities;

     (b) any proceeding for the liquidation, dissolution or other winding-up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;

     (c) any assignment by the Company for the benefit of creditors; or

     (d) any other marshalling of the assets of the Company

first, all Senior Financing shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Subordinated Debt, to the payment of all Senior Financing and the Senior Term C Loans at the time outstanding and to any securities issued in respect thereof under any such plan or reorganization or readjustment (such securities being referred to as “Other Subordinated Securities”)) or other property shall be made to any holder of any Subordinated Debt or any Senior Term Notes on account of any Subordinated Debt or the Senior Term Notes;

and second, all Senior Term B Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Senior Term C Notes,

and third, all Senior Term C Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than Other Subordinated Securities) or other property shall be made to any holder of any Subordinated Notes,

and fourth, all Senior Subordinated Notes shall be paid in full in cash before any payment or distribution, whether in cash, securities (other than securities of the Company’s or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinated, at least to the extent provided in this Article 13 with respect to Junior Subordinated Notes, to the payment of all Senior Subordinated Notes at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment (such securities being referred to as “Other Subordinated Junior Notes”)) or other property shall be made to any holder of any Junior Subordinated Notes on account of any Junior Subordinated Notes.

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Any payment or distribution, whether made in cash, securities (other than Other Subordinated Securities or Other Subordinated Junior Notes) or other property, and whether made directly or indirectly that would otherwise (but for this Section 13.5) be payable or deliverable in respect of Subordinated Debt shall first be paid or delivered directly to the holders of Senior Financing in accordance with the priorities then existing among such holders until all Senior Financing shall have been paid in full in cash and second be paid or delivered directly to the holders of Senior Term C Loan B in accordance with the priorities then existing among such holders until all Senior Term B Notes shall have been paid in full in cash and third be paid or delivered directly to the holders of Senior Term C Loan C in accordance with the priorities then existing among such holders until all Senior Term C Notes shall have been paid in full in cash and fourth be paid or delivered directly to the holders of Senior Subordinated Notes in accordance with the priorities then existing among such holders until all Senior Subordinated Notes shall have been paid in full in cash.

13.6 Limited Suspension of Remedies of Holders of Subordinated Debt. At any time during which payment on the Subordinated Debt shall be prohibited pursuant to the terms of Sections 13.2 or 13.3, no holder of Subordinated Debt may:

     (a) declare or join in the declaration of any Subordinated Debt to be due and payable or otherwise accelerate the maturity of the principal of the Notes, accrued interest thereon or prepayment premium or other amounts due thereunder, or

     (b) commence any administrative, legal or equitable action against the Company;

provided, however, that the limitations contained in clauses (a) and (b) above shall terminate with respect to such period on the earlier of (i) the date on which the Senior Agent or any Senior Lender accelerates the maturity of the Senior Financing in the case of a prohibition of payment pursuant to Section 13.2 or the date on which the holders of the Senior Term C Loans accelerate the maturity of the Senior Term Notes in the case of a prohibition of payment pursuant to Section 13.3 and (ii) the date that is the one hundred eightieth (180th) day after the date of delivery of written notice by Agent to Senior Lender or holders of Senior Term C Loans, as the case may be, of the occurrence and continuance of a Default or Event of Default under this Agreement.

13.7 Proof of Claim. Each holder of Subordinated Debt irrevocably authorizes and empowers the holders of Senior Financing and the Senior Term C Loans and each holder of Junior Subordinated Notes irrevocably authorizes and empowers the holders of Senior Subordinated Notes in any proceeding under any federal or state bankruptcy or insolvency law, or any other reorganization, dissolution or liquidation proceedings of the Company to file a proof of claim on behalf of such holder of Subordinated Debt or Junior Subordinated Notes, as the case may be, with respect to the Subordinated Debt or the Junior Subordinated Notes, as the case may be, and the other amounts owing hereunder and the Notes if (and only if) such holder of Subordinated Debt or Junior Subordinated Notes, as the case may be, fails to file proof of its claims prior to ten (10) days before the expiration of the time period during which such proof of claim must be filed. Neither this Section

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13.7, nor any other provisions hereof, shall be construed to give the holders of Senior Financing or the Senior Term C Loans any right to vote any Subordinated Debt or the holders of Senior Subordinated Notes any right to vote any Junior Subordinated Notes, or any related claim, whether in connection with any resolution, arrangement, plan of reorganization, compromise, settlement, election, or otherwise.

13.8 Acceleration of Subordinated Debt. In the event that any Subordinated Debt shall be declared due and payable as the result of the occurrence of any one or more Events of Default in respect thereof, under circumstances when the terms of Section 13.2 or 13.3 do not prohibit payment on Subordinated Debt, no payment shall be made in respect of any Subordinated Debt unless and until all Senior Financing and the Senior Term C Loans shall have been paid in full in cash or such declaration and its consequences shall have been rescinded and all such Defaults and Events of Default shall have been remedied or waived or shall have ceased to exist. In the event that any Junior Subordinated Notes shall be declared due and payable as the result of the occurrence of any one or more Events of Default in respect thereof, under circumstances when the terms of Section 13.4 do not prohibit payment on Junior Subordinated Notes, no payment shall be made in respect of any Junior Subordinated Notes unless and until all Senior Subordinated Notes shall have been paid in full in cash or such declaration and its consequences shall have been rescinded and all such Defaults and Events of Default shall have been remedied or waived or shall have ceased to exist.

13.9 Turnover of Payments.

     (a) If:

     (i) any payment or distribution shall be collected or received by any holders of Subordinated Debt in contravention of any of the terms of this Article 13 and prior to the payment in full in cash of the Senior Financing or the Senior Term C Loans at the time outstanding; and

     (ii) Agent or the Senior Agent shall have notified such holders of Subordinated Debt, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article 13;

then such holders of Subordinated Debt will deliver such payment or distribution, to the extent necessary to pay all such Senior Financing or Senior Term C Loans in full in cash, to the holders of such Senior Financing or Senior Term C Loans and, until so delivered, the same shall be held in trust by such holders of Subordinated Debt as the property of the holders of such Senior Financing or Senior Term C Loans. If after any amount is delivered pursuant to this Section 13.9(a), whether or not such amounts have been applied to the payment of Senior Financing or the Senior Term C Loans, and the outstanding Senior Financing or the Senior Term C Loans shall thereafter be paid in full in cash by the Company or otherwise other than pursuant to this Section 13.9(a), the holders of Senior Financing or the Senior Term C Loans shall return to such holders of Subordinated Debt an amount equal to the amount delivered to such holders of Senior Financing or the Senior

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Term C Loans pursuant to this Section 13.9(a). Any optional prepayment made in respect of the Subordinated Debt that violates this Agreement shall also be subject to this Section 13.9(a).

     (b) If:

     (i) any payment or distribution shall be collected or received by any holders of Junior Subordinated Notes in contravention of any of the terms of this Article 13 and prior to the payment in full in cash of the Senior Subordinated Notes at the time outstanding; and

     (ii) the Agent shall have notified such holders of Junior Subordinated Notes, within one hundred eighty (180) days of any such payment or distribution, of the facts by reason of which such collection or receipt so contravenes this Article 13;

then such holders of Junior Subordinated Notes will deliver such payment or distribution, to the extent necessary to pay all such Senior Subordinated Notes in full in cash, to the holders of such Senior Subordinated Notes and, until so delivered, the same shall be held in trust by such holders of Junior Subordinated Notes as the property of the holders of such Senior Subordinated Notes. If after any amount is delivered to the holders of Senior Subordinated Notes pursuant to this Section 13.9(b), whether or not such amounts have been applied to the payment of Senior Subordinated Notes, and the outstanding Senior Subordinated Notes shall thereafter be paid in full in cash by the Company or otherwise other than pursuant to this Section 13.9(b), the holders of Senior Subordinated Notes shall return to such holders of Junior Subordinated Notes an amount equal to the amount delivered to such holders of Senior Subordinated Notes pursuant to this Section 13.9(b).

13.10 Obligations Not Impaired.

     (a) No Impairment of Senior Financing or Senior Term C Loans. No right of any present or future holder of any Senior Financing or Senior Term C Loans and no right of any present or future holder of any Senior Subordinated Notes to enforce the subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Agreement, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

     (b) No Impairment of Subordinated Debts. Nothing contained in this Section 13.10 shall impair, as between the Company and any holder of Subordinated Debt, the obligation of the Company to pay to such holder the principal thereof and prepayment premium, if any, and interest thereon as and when the same shall become due and payable in accordance with the terms of this Agreement, or prevent any holder of any Subordinated Debt from exercising all rights, powers and remedies otherwise permitted by applicable law or under this Agreement or the Stockholders Agreement, all subject to the rights of the holders of the Senior Financing and the Senior Term C Loans to receive cash,

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Securities or other property otherwise payable or deliverable to the holders of Subordinated Debt.

13..11 Payment of Debt; Subrogation. Upon the payment in full of all Senior Financing and Senior Term C Loans in cash, the holders of Subordinated Debt shall be subrogated to all rights of any holder of Senior Financing or any holder of Senior Term C Loans to receive any further payments or distributions applicable thereto until the Subordinated Debt shall have been paid in full, and such payments or distributions received by the holders of Subordinated Debt by reason of such subrogation, of cash, Securities or other property which otherwise would be paid or distributed to the holders of Senior Financing or Senior Term C Loans, shall, as between the Company and its creditors other than the holders of Senior Financing or Senior Term C Loans, on the one hand, and the holders of Subordinated Debt, on the other hand, be deemed to be a payment by the Company on account of Senior Financing or Senior Term C Loans and not on account of Subordinated Debt. Upon the payment in full of all Senior Subordinated Notes in cash, the holders of Junior Subordinated Notes shall be subrogated to all rights of any holder of Senior Subordinated Notes to receive any further payments or distributions applicable to the Senior Subordinated Notes until the Junior Subordinated Notes shall have been paid in full, and such payments or distributions received by the holders of Junior Subordinated Notes by reason of such subrogation, of cash, Securities or other property which otherwise would be paid or distributed to the holders of Senior Subordinated Notes, shall, as between the Company and its creditors other than the holders of Senior Subordinated Notes, on the one hand, and the holders of Junior Subordinated Notes, on the other hand, be deemed to be a payment by the Company on account of Senior Subordinated Notes and not on account of Junior Subordinated Notes.

13.12 Reliance of Holders of Senior Financing and Senior Term C Loans; Reliance of Holders of Senior Subordinated Notes; Amendments.

     (a) Reliance of Holders of Senior Financing. Each holder of Subordinated Debt by its acceptance thereof shall be deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of any Senior Financing and Senior Term C Loans, whether such financing was created or acquired before or after the creation of Subordinated Debt, to acquire and hold, or to continue to hold, such Senior Financing or Senior Term C Loans, and such holder of Senior Financing or Senior Term C Loans shall be deemed conclusively to have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Financing or Senior Term C Loans.

     (b) Reliance of Holders of Senior Subordinated Notes. Each holder of Junior Subordinated Notes by its acceptance thereof shall be deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended to be, an inducement to and a consideration of each holder of any Senior Subordinated Notes, whether such Senior Subordinated Note was created or acquired before or after the creation of Junior Subordinated Notes, to acquire and hold, or to continue to hold, such Senior Subordinated Notes, and such holder of Senior Subordinated Notes shall be deemed conclusively to

18

have relied on such subordination provisions in acquiring and holding, or in continuing to hold, such Senior Subordinated Notes.

     (c) Amendments. Notwithstanding anything to the contrary herein, no amendment, waiver or other modification of this Article 13 shall be effective unless such amendment, waiver or other modification shall have been approved in writing by Senior Agent and all of the holders of Senior Term C Loans and Senior Subordinated Notes outstanding at the time of such amendment, waiver or other modification.

13.13 Notices. Whenever any notice to holders of Notes shall be required pursuant to the provisions of this Article 13, the Senior Agent and the other holders of Senior Financing shall be deemed to have given such notice if such notice shall have been delivered to

     (a) all holders of Notes identified on Annex A and all holders of Notes identified in the register of the Company maintained pursuant to Section 6.1 in each case in the manner specified in Section 14.6, and

     (b) all other holders of Notes that shall have given written notice to the Senior Agent that such holder holds one or more Notes;

provided, however, that if the Company shall fail to make such register available to the Senior Agent, then such notice shall be deemed to have been given if such notice is delivered to (i) all holders of Notes identified on Annex A, in the manner specified in Section 14.6, and (ii) all other holders of Notes that shall have given written notice to the Senior Agent that such holder holds one or more Notes. For the purposes of this Section 13.13, any such written notice to the Senior Agent by any such other holder of Notes shall be effective if given to the Senior Agent at the address of the Senior Agent supplied by the Company from time to time.”

(u) Section 14.17 is hereby amended and restated as follows:

“14.17 [Intentionally omitted.]”

     (v) The following Annexes and Exhibits to the Amended and Restated Purchase Agreement are hereby amended as follows:

          (i) Annex B to the Amended and Restated Purchase Agreement is hereby amended and restated as set forth in Annex B hereto.

          (ii) A new “Annex C” to the Amended and Restated Purchase Agreement, as set forth on Annex C hereto, is hereby inserted after Annex B.

          (iii) A new “Exhibit B-3” to the Amended and Restated Purchase Agreement, as set forth on Exhibit B-3 hereto, is hereby inserted after Exhibit B-2.

          (iv) A new “Exhibit J” to the Amended and Restated Purchase Agreement, as set forth on Exhibit J hereto, is hereby inserted after Exhibit I.

19

          (v) A new “Exhibit K” to the Amended and Restated Purchase Agreement, as set forth on Exhibit K hereto, is hereby inserted after Exhibit J.

3. Conditions to Effectiveness. The effectiveness of this Amendment No. 1, and therefore the obligation of the Purchasers to advance the Senior Term Loan D and to purchase and pay for the Series B Preferred Stock and any Revolving Notes being issued at the Term D Closing is subject to the satisfaction, prior to or at the Term D Closing of the following conditions:

     (a) Representations and Warranties. All of the representations and warranties contained in Article 5 of the Amended and Restated Purchase Agreement (as amended by this Amendment No. 1) shall be true and correct in all material respects at and as of the Term D Closing Date as though then made, except to the extent of changes caused by the transactions expressly contemplated herein.

     (b) Conditions. All of the conditions contained in Article 4 of the Amended and Restated Purchase Agreement shall have been satisfied.

     (c) Redemption of Certain Indebtedness. On the Term D Closing Date, the Company shall have (i) repaid all Indebtedness incurred under the Senior Credit Agreement and discharged all obligations outstanding thereunder and (ii) redeemed the Senior Term B Notes, each in form and substance satisfactory to Purchasers, in their sole discretion, and Purchasers shall have been provided copies of all agreements, instruments, documents and pay-off letters delivered in connection therewith.

     (d) Consummation of LFA Acquisition. On or prior to the Term D Closing Date, the Company shall have consummated the transactions contemplated by the LFA Acquisition Agreement.

     (e) Closing Documents. The Company shall have delivered or caused to be delivered to Agent all of the following documents in form and substance satisfactory to Agent:

          (i) one or more Senior Term D Notes evidencing the Senior Term D Loan (as designated by Agent and Purchasers pursuant to Section 2.3(c) of the Amended and Restated Purchase Agreement (as amended by this Amendment No. 1)) in aggregate original principal amount as set forth therein, duly completed and executed by the Company;

          (ii) one or more stock certificates representing the Series B Preferred Stock purchased pursuant to the Amended and Restated Purchase Agreement (as amended by this Amendment No. 1);

          (iii) certificates of good standing dated not more than 10 days prior to the Term D Closing Date for the Company issued by its jurisdiction of organization and each jurisdiction where it is qualified to operate as a foreign corporation, or its equivalent;

          (iv) a copy of the Charter of the Company certified by the appropriate governmental official of the jurisdiction of its organization as of a date not more than 10 days prior to the Term D Closing Date;

20

          (v) a copy of the By-laws of the Company, certified as of the Term D Closing Date and by the secretary or assistant secretary of the Company;

          (vi) a certificate of the secretary or assistant secretary of the Company, certifying as to the names and true signatures of the officers or other authorized person of the Company authorized to sign this Agreement and the other documents to be delivered by the Company hereunder;

          (vii) copies of the resolutions duly adopted by the Company’s board of directors authorizing the execution, delivery and performance by the Company of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which the Company is a party, and the consummation of all of the other transactions contemplated by this Amendment No. 1, certified as of the Term D Closing Date by the secretary or assistant secretary of the Company; and

          (viii) such other documents relating to the transactions contemplated by this Amendment No. 1 as Agent or its special counsel reasonably may request..

     (f) Purchaser’s Fees and Expenses.

          (i) Senior D Origination Fee. On the Term D Closing Date, the Company shall have paid the Senior Term D Origination Fee in the amount of $810,000 to ACFS and the Company hereby authorizes the Agent to deduct from the sale by the Company of the Senior Term D Notes the unpaid amount of such Senior Term D Origination Fee;

          (ii) Revolving Loan Origination Fee. On the Term D Closing Date, the Company shall have paid the Revolving Loan Origination Fee in the amount of $180,000 to ACFS and the Company hereby authorizes the Agent to deduct from the proceeds of any Revolving Loan made at the Term D Closing, by the Purchasers to the Company, the unpaid amount of such Revolving Loan Origination Fee;

          (iii) Series B Preferred Stock Origination Fee. On the Term D Closing Date, the Company shall have paid the Series B Preferred Origination Fee in the amount of $280,000 to ACFS and the Company hereby authorizes the Agent to deduct from the sale by the Company of the Series B Preferred Stock the unpaid amount of such Series B Preferred Origination Fee; and

          (iv) Other Fees and Expenses. On the Term D Closing Date, the Company shall have paid the fees and expenses of Agent and Purchasers, payable by the Company pursuant to Section 14.4 of the Amended and Restated Purchase Agreement (and the Company hereby authorizes Agent to deduct from the aggregate proceeds of the sale of the Senior Term D Notes, the Series B Preferred Stock and any Revolving Notes by the Company, all such amounts).

4. Use of Proceeds. The Company shall use the proceeds from the transactions contemplated by this Amendment No. 1 to (a) repay all Indebtedness incurred under the Senior Credit Agreement and discharge all obligations outstanding thereunder, (b) redeem the Senior Term B Notes and (c) consummate the transactions contemplated by the LFA Acquisition Agreement.

21

5. Representations and Warranties. The Company hereby represents and warrants as follows:

     (a) Each of the representations and warranties of the Company set forth in Article 5 of the Amended and Restated Purchase Agreement (as amended by this Amendment No. 1) is true and correct in all material respects, except to the extent of changes caused by the transactions expressly contemplated herein.

     (b) The Company is in satisfaction of all covenants of the Company set forth in Article 7 of the Amended and Restated Purchase Agreement (as amended by this Amendment No. 1) and no Default or Event of Default under the Amended and Restated Purchase Agreement is occurring, or will occur upon the consummation of the transactions contemplated by this Amendment No. 1, except to the extent waived hereby.

6. Effect on the Amended and Restated Purchase Agreement.

     (a) All references to the Amended and Restated Purchase Agreement in the Amended and Restated Purchase Agreement and the other documents and instruments delivered pursuant to or in connection therewith shall mean the Amended and Restated Purchase Agreement as amended hereby and as such may in the future be amended, restated, supplemented or modified from time to time.

     (b) Except as specifically amended herein, the Amended and Restated Purchase Agreement, and all other documents and instruments delivered pursuant to or in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

     (c) Except as specifically referenced herein, the execution, delivery and effectiveness of this Amendment No. 1 shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Amended and Restated Purchase Agreement or any documents and instruments delivered pursuant to or in connection therewith.

7. Governing Law. This Amendment No. 1 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of Maryland.

8. Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Amendment No. 1, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment No. 1.

9. Headings. Section headings in this Amendment No. 1 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 1 for any other purpose.

10. Counterparts. This Amendment No. 1 may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

22

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of the day and year first above written.

COMPANY: GLOBAL DOSIMETRY SOLUTIONS, INC.
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	CEO
AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Todd Wilson
	Name:
	Title:
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Todd Wilson
	Name:
	Title:
ACS FUNDING TRUST I
By:	AMERICAN CAPITAL STRATEGIES, LTD., its Servicer
By:	/s/ Todd Wilson
	Name:
	Title:

ACAS BUSINESS LOAN TRUST 2003-2
By:	AMERICAN CAPITAL STRATEGIES, LTD., its Servicer
By:	/s/ Todd Wilson
	Name:
	Title:

Signature Page to Amendment No. 1 to the
Amended and Restated Note and Equity Purchase Agreement

2

ANNEX B

Holder
American Capital Strategies, Ltd.	Revolving Loan, up to $6,000,000
American Capital Strategies, Ltd.	Senior Term C Note, $4,000,000
American Capital Strategies, Ltd.	Senior Term D Note-1, $5,000,000
American Capital Strategies, Ltd.	Senior Term D Note-2, $5,000,000
American Capital Strategies, Ltd.	Senior Term D Note-3, $5,000,000
American Capital Strategies, Ltd.	Senior Term D Note-4, $5,000,000
American Capital Strategies, Ltd.	Senior Term D Note-5, $5,000,000
American Capital Strategies, Ltd.	Senior Term D Note-6, $2,000,000
American Capital Strategies, Ltd.	Senior Subordinated Note-1, $4,300,000
American Capital Strategies, Ltd.	Senior Subordinated Note-2, $4,300,000
American Capital Strategies, Ltd.	Tranche A Junior Subordinated Note, $4,300,000
American Capital Strategies, Ltd.	Tranche B Junior Subordinated Note, $4,300,000

	Warrants and Number of Shares of Common
Holder	Stock of the Company
American Capital Strategies, Ltd.	Warrant, 88,560 shares

Holder	Preferred Stock
American Capital Strategies, Ltd.	20,000 shares of Series A PIK Preferred Stock
American Capital Strategies, Ltd.	7,000 shares of Series B PIK Preferred Stock

Holder	Common Stock
American Capital Strategies, Ltd.	17,500 shares of Common Stock

ANNEX C

Amortization Schedule for Senior Term D Notes

Principal Amount of Senior Term Loan D Notes: $27,000,000

On each date set forth below the Loan Parties shall repay the principal amount of the Senior Term Loan D Notes set forth opposite each such date.

Date		Installment Amount
2005	Q4	$	67,500
2006	Q1	$	67,500
	Q2	$	67,500
	Q3	$	67,500
	Q4	$	67,500
2007	Q1	$	67,500
	Q2	$	67,500
	Q3	$	67,500
	Q4	$	67,500
2008	Q1	$	67,500
	Q2	$	67,500
	Q3	$	67,500
	Q4	$	67,500
2009	Q1	$	67,500
	Q2	$	67,500
	Q3	$	67,500
	Q4	$	67,500
2010	Q1	$	67,500
	Q2	$	67,500
	Q3	$	67,500
	Q4	$	67,500
2011	Q1	$	67,500
	Q2	$	67,500
	Q3	$	67,500

Notwithstanding the foregoing schedule, to the extent not previously paid, all Senior Term D Notes and any and all unpaid interest, fees and other amounts due in connection with the Senior Term D Notes, shall be due and payable on October 14, 2011.

EXHIBIT A

Amended and Restated Certificate of Incorporation of the Company

EXHIBIT B-3

[Form of Senior Term D Note]

No. D-[__]                                                                                                                          October [__], 2005
$[                    ]

     FOR VALUE RECEIVED, the undersigned, Global Dosimetry Solutions, Inc. a Delaware corporation (the “Company”), hereby promises to pay to American Capital Strategies, Ltd., a Delaware corporation (“ACAS”), its successors and assigns (with ACAS, the “Holder”), the principal sum of [                                        ] DOLLARS ($[                    ]) (the “Principal Amount”), on the terms and conditions set forth in the Amended and Restated Note and Equity Purchase Agreement, as amended by Amendment No. 1 dated as of October [___], 2005, between the Company, the Purchasers identified on Annex A thereto, and American Capital Financial Services, Inc., as Agent for the benefit of the Purchasers (as amended, modified or restated from time to time, the “Purchase Agreement”). All terms used herein without definition shall have the meanings ascribed to them in the Purchase Agreement.

     Payments of principal of, interest on and any premium with respect to this Senior Term D Note are to be made in lawful money of the United States of America by check mailed and addressed to the registered Holder hereof at the address shown in the register maintained by the Company for such purpose or, at the option of the Holder, in such manner and at such other place in the United States of America as the Holder hereof shall have designated to the Company in writing.

     Notwithstanding any provision to the contrary in this Senior Term D Note, the Purchase Agreement or any other agreement, the Company shall not be required to pay, and the Holder shall not be permitted to contract for, take, reserve, charge or receive, any compensation which constitutes interest under applicable law in excess of the maximum amount of interest permitted by law.

     This Senior Term D Note is one of a series of Senior Term D Notes Due October [___], 2011 issued pursuant to the Purchase Agreement and is entitled to the benefits thereof. Each Holder of this Senior Term D Note will be deemed, by its acceptance hereof, to have agreed to the provisions and to have made the representations and warranties set forth in Article 6 of the Purchase Agreement.

     This Senior Term D Note is transferable only by surrender hereof in accordance with Article 6 of the Purchase Agreement, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder of this Senior Term D Note.

     This Senior Term D Note is also subject to optional prepayment, in whole or in part, at the times and on the terms specified in the Purchase Agreement, but not otherwise.

2

     If an Event of Default occurs and is continuing, the unpaid principal of this Senior Term D Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable premium) and with the effect provided in the Purchase Agreement.

     Payments of principal, interest on and any premium with respect to this Senior Term D Note are secured pursuant to the terms of the Security Documents.

     Time is of the essence of this Senior Term D Note. To the fullest extent permitted by applicable Law, the Company, for itself and its legal representatives, successors and assigns, expressly waive presentment, demand, protest, notice of dishonor, notice of maturity, notice of non-payment, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and any exemption, each in respect of this Senior Term D Note.

     In no event, whether by reason of acceleration of the maturity of the amounts due under this Senior Term D Note or otherwise, shall interest and fees contracted for, charged, received, paid or agreed to be paid to Purchasers exceed the maximum amount permissible under applicable Law. If, from any circumstance whatsoever, interest and fees would otherwise be payable to Agent or Purchasers in excess of the maximum amount permissible under applicable Law, the interest and fees shall be reduced to the maximum amount permitted under such Law. If from any circumstance, Agent or Purchasers shall have received anything of value deemed interest by applicable Law in excess of the maximum lawful amount, an amount equal to any excess of interest shall be applied to the reduction of the principal amount of the Senior Term D Notes, in such manner as may be determined by the Agent, and not to the payment of fees or interest, or if such excess interest exceeds the unpaid balance of the principal amount of the Senior Term D Notes, such excess shall be refunded to the Company.

     Whenever possible, each provision of this Senior Term D Note shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Senior Term D Note is held to be prohibited by or invalid under applicable Law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Senior Term D Note.

     This Senior Term D Note and the rights and obligations of the parties hereto shall be deemed to be contracts under the laws of the State of New York and for all purposes shall be governed by and construed and enforced in accordance with the laws of said State, except for its rules relating to the conflict of laws.

* * *

3

     IN WITNESS WHEREOF, the Company caused this Senior Term D Note to be executed and delivered by its respective duly authorized officer as of the day and year and at the place set forth above.

GLOBAL DOSIMETRY SOLUTIONS, INC.
By:
	Name:
	Title:

1

EXHIBIT K

[Form of Revolving Note]

No. [___]                                                                                                                          October [_], 2005
$[                    ]

     FOR VALUE RECEIVED, the undersigned, Global Dosimetry Solutions, Inc., a Delaware corporation (the “Company”), hereby promises to pay to American Capital Strategies, Ltd., a Delaware corporation (“ACAS”), its successors and assigns (with ACAS, the “Holder”), the aggregate unpaid principal amount of all Revolving Loans made to the Company by Holders (the “Principal Amount”), on the terms and conditions set forth in the Amended and Restated Note and Equity Purchase Agreement, as amended by Amendment No. 1, dated as of October [___], 2005, between the Company, the Purchasers identified on Annex A thereto, and American Capital Financial Services, Inc., as Agent for the benefit of the Purchasers (the “Purchase Agreement”). All terms used herein without definition shall have the meanings ascribed to them in the Purchase Agreement.

     Payments of principal of, interest on and any premium with respect to this Revolving Note are to be made in lawful money of the United States of America by check mailed and addressed to the registered Holder hereof at the address shown in the register maintained by the Company for such purpose or, at the option of the Holder, in such manner and at such other place in the United States of America as the Holder hereof shall have designated to the Company in writing.

     Notwithstanding any provision to the contrary in this Revolving Note, the Purchase Agreement or any other agreement, the Company shall not be required to pay, and the Holder shall not be permitted to contract for, take, reserve, charge or receive, any compensation which constitutes interest under applicable law in excess of the maximum amount of interest permitted by law.

     This Revolving Note is one of a series of Revolving Notes issued pursuant to the Purchase Agreement (herein called the “Revolving Notes”) and is entitled to the benefits thereof. Each Holder of this Revolving Note will be deemed, by its acceptance hereof, to have agreed to the provisions and to have made the representations and warranties set forth in Article 6 of the Purchase Agreement.

     This Revolving Note is transferable only by surrender hereof in accordance with Article 6 of the Purchase Agreement, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder of this Revolving Note.

     This Revolving Note is also subject to optional prepayment, in whole or in part at the times and on the terms specified in the Purchase Agreement, but not otherwise.

     If an Event of Default occurs and is continuing, the unpaid principal of this Revolving Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable premium) and with the effect provided in the Purchase Agreement.

     Payments of principal, interest on and any premium with respect to this Revolving Note are secured pursuant to the terms of the Security Documents.

     Time is of the essence of this Revolving Note. To the fullest extent permitted by applicable Law, the Company, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of maturity, notice of non-payment, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and any exemption, each in respect of this Revolving Note.

     In no event, whether by reason of acceleration of the maturity of the amounts due under this Revolving Note or otherwise, shall interest and fees contracted for, charged, received, paid or agreed to be paid to Purchasers exceed the maximum amount permissible under applicable Law. If, from any circumstance whatsoever, interest and fees would otherwise be payable to Agent or Purchasers in excess of the maximum amount permissible under applicable Law, the interest and fees shall be reduced to the maximum amount permitted under such Law. If from any circumstance, Agent or Purchasers shall have received anything of value deemed interest by applicable Law in excess of the maximum lawful amount, an amount equal to any excess of interest shall be applied to the reduction of the principal amount of the Revolving Notes, in such manner as may be determined by the Agent, and not to the payment of fees or interest, or if such excess interest exceeds the unpaid balance of the principal amount of the Revolving Notes, such excess shall be refunded to the Company.

     Whenever possible, each provision of this Revolving Note shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Revolving Note is held to be prohibited by or invalid under applicable Law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Revolving Note.

     This Revolving Note and the rights and obligations of the parties hereto shall be deemed to be contracts under the laws of the State of New York and for all purposes shall be governed by and construed and enforced in accordance with the laws of said State, except for its rules relating to the conflict of laws.

* * *

3

     IN WITNESS WHEREOF, the Company has caused this Revolving Note to be executed and delivered by its respective duly authorized officer as of the day and year and at the place set forth above.

GLOBAL DOSIMETRY SOLUTIONS, INC.
By:
	Name:
	Title:

EXHIBIT L

[Form of Notice of Borrowing]

[                    ], 200[__]

American Capital Financial Services, Inc.,
   as Agent under the Purchase
   Agreement referred to below
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
Facsimile: 301-654-6714

Attention:

Re: Global Dosimetry Solutions, Inc.(the “Borrower”)

Reference is made to the Amended and Restated Note and Equity Purchase Agreement, dated November 10, 2004, as amended by Amendment No. 1, dated October 14, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), among the Borrower, the Purchasers party thereto and American Capital Financial Services, Inc., as Agent for the Purchasers. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Purchase Agreement.

The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.5A of the Purchase Agreement that the undersigned hereby requests to borrow such amount pursuant to the Revolving Loans under the Purchase Agreement as set forth below (the “Proposed Borrowing”) as required by Section 2.5A of the Purchase Agreement:

     (i) The date of the Proposed Borrowing is [                    ], 200[___] (the “Funding Date”).

     (ii) The aggregate amount of the Revolving Loans as of the date hereof is $[                    ].

The undersigned hereby certifies that the following statements are true on the date hereof and shall be true on the Funding Date both before and after giving effect thereto and to the application of the proceeds therefrom:

     (i) the representations and warranties set forth in Article 5 of the Purchase Agreement are true and correct in all material respects on and as of the Funding Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date;

     (ii) no Default or Event of Default has occurred and is continuing on the Funding Date; and

     (iii) no repayment of the Revolving Notes or any of the Notes has been accelerated in accordance with the Purchase Agreement.

GLOBAL DOSIMETRY SOLUTIONS, INC.
By:
	Name:
	Title:

2 

EX-10.4.2

Exhibit 10.4.2

CONSENT
TO
NOTE AND EQUITY PURCHASE AGREEMENT

     CONSENT, dated as of December 22, 2005 (this “Agreement”), to the Amended and Restated Note and Equity Purchase Agreement, dated November 10, 2004, as amended (as the same may be amended, supplemented or modified from time to time in accordance with its terms, the “Amended and Restated Purchase Agreement”), by and Global Dosimetry Solutions, Inc., a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES; INC., a Delaware corporation (“ACFS”), as administrative agent for Purchasers (in such capacity “Agent”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Purchase Agreement.

RECITALS:

     WHEREAS, the Company wishes to enter into the Master Restructuring Agreement and Plan of Merger (“Restructuring Agreement”), by and among the Company, Global Monitoring Systems, Inc. (“GMS”) and the other parties listed therein, in the manner set forth in the Restructuring, Agreement, in the form attached hereto as Exhibit A, in order to effect a reorganization of the overall corporate structure of the Company; and

     WHEREAS, the Company has requested that the Purchasers consent to the transactions involving the Company under the Restructuring Agreement and waive breach of any covenants violated thereby; and

     WHEREAS, it is a condition to the Agreement by the Agent that GMS, enter into the Guaranty in the form attached hereto as Exhibit B, and that GMS enter into a Pledge and Security Agreement in the form attached hereto as Exhibit C.

     NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Company, each Purchaser and the Agent agrees as follows:

ARTICLE 1

CONSENT

          1.1 The Purchasers hereby consent to the transactions involving the Company under the Restructuring Agreement and hereby waive breach of any covenant in the Amended and Restated Purchase Agreement violated as a result of such transaction.

ARTICLE 2

CONDITIONS PRECEDENT

     The provisions set forth in Article 1 hereof shall be effective as of the date on which GMS shall have entered into the Pledge and Security Agreement and Guaranty and the Agent shall have received this Agreement, executed and delivered by the Company, the Agent and each Purchaser (the “Agreement Effective Date”).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

     In order to induce the Agent and the Purchasers to enter into this Agreement, the Company represents and warrants to the Agent and each Purchaser, that:

     1. Corporate Power and Authority. As of the Agreement Effective Date, the Company has all requisite power and authority to enter into this Agreement, and to carry out the transactions contemplated hereby. The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of the Company that is a party to this Agreement.

     2. No Conflict; Governmental Consents. The execution and delivery by the Company of the Agreement and the consummation of the transaction contemplated hereby, do not and will not (i) conflict in any material respect with or result in a material breach of the terms, conditions or provisions of, (ii) constitute a material default under, (iii) except as created pursuant to the Security Documents, result in the creation of any Lien upon the Company’s capital stock or assets pursuant to, (iv) give any third party the right to accelerate any material obligation under, (v) result in a material violation of, or (vi) require any material authorization, consent, approval, exemption or other action by or notice to any Governmental Authority or, except as could not         .reasonably be expected to have a Material Adverse Effect, any third party which has not been obtained pursuant to, the Charter Documents (as to which no materiality qualifiers shall apply) of the Company, or any Law to which the Company is subject, or any Contract, order, judgment or decree to which the Company is a party or to which they or their assets are subject.

     3. Binding Obligation. This Agreement has been duly executed and delivered by the Company and is the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

     4. Absence of Default. After giving effect to each of the amendments set forth herein no Default or Event of Default shall have occurred and be continuing.

ARTICLE 4

MISCELLANEOUS

     This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Purchasers. The rights or obligations hereunder or any interest therein of the Company may not be assigned or delegated by the Company without the prior written consent of all Purchasers.

     Except as expressly modified hereby, the Amended and Restated Purchase Agreement and all other documents, agreements and instruments relating thereto are and shall remain unmodified and in full force and effect. On and after the Agreement Effective Date, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof’, “herein” or words of like import, and each reference in the Transaction Documents to the Amended and Restated Purchase Agreement, shall mean and be a reference to the Agreement as amended hereby, and this

2

Agreement and the Amended and Restated Purchase Agreement shall be read together and construed as a single document. This Agreement will not constitute a waiver of any provision of the Amended and Restated Purchase Agreement other than a provisions pursuant to which a Default or Event of Default would have occurred but for the effectiveness of this Agreement.

     In case any provision in or obligation hereunder or any Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

     Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

     THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

     This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[The remainder of this page is intentionally left blank]

3

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COMPANY: GLOBAL DOSIMETRY SOLUTIONS, INC.
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:
AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:

GDS — NEPA CONSENT

PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:

ACS FUNDING TRUST I

By: AMERICAN CAPITAL STRATEGIES, LTD., its Servicer

By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:

ACAS BUSINESS LOAN TRUST 2003-2

By: AMERICAN CAPITAL STRATEGIES, LTD., its Servicer

By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:

GDS — NEPA CONSENT

EX-10.4.3

Exhibit 10.4.3

AMENDMENT NO. 2

to the

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

GLOBAL DOSIMETRY SOLUTIONS, INC.,

AMERICAN CAPITAL FINANCIAL SERVICES, INC.,

AS AGENT

and

THE PURCHASERS IDENTIFIED ON

ANNEX A HERETO

Date of Amendment No. 2: February 1, 2006
Date of Amendment No. 1: October 14, 2005

AMENDMENT NO. 2
to the
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

          THIS AMENDMENT NO. 2, dated as of February 1, 2006 (this “Amendment No. 2”), amends the Amended and Restated Note and Equity Purchase Agreement, dated November 10, 2004 (as amended to date, the “Agreement”), and is made by and among Global Dosimetry Solutions, Inc., a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto and are listed in Annex A (or any amendment or supplement thereto) attached thereto (each a “Purchaser” and collectively, “Purchasers”), and American Capital Financial Services, Inc., a Delaware corporation (“ACFS”), as administrative agent for Purchasers (in such capacity “Agent”).

RECITALS

          A. The parties hereto were party to a Note and Equity Purchase Agreement, dated as of September 30, 2003 (the “Original Purchase Agreement”);

          B. The parties hereto are party to the Agreement, pursuant to which the Original Purchase Agreement was amended and restated;

          C. The Company, Purchasers and the Agent have agreed to enter into this Amendment No. 2 to amend certain terms of the Agreement.

          NOW, THEREFORE, the parties hereto, in consideration of the foregoing premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions. Capitalized terms used and not defined elsewhere in this Amendment are as defined in the Agreement.

2. Amendments. The Agreement is hereby amended as follows:

     (a) The following definition set forth in Section 1.1 of the Agreement is hereby amended and restated in its entirety:

“LIBOR Period” means each month commencing on the Closing Date, the Additional Closing Date, in the case of the Senior Term C Notes, or the Term D Closing Date, in the case of the Senior Term D Notes and the Revolving Notes (or if the Closing Date, the Additional Closing Date, or the Term D Closing Date is not a LIBOR Business Day, the next succeeding LIBOR Business Day) and ending one month thereafter; provided, that the foregoing provision relating to LIBOR Periods is subject to the following:

     (a) if any LIBOR Period would otherwise end on a day that is not a LIBOR Business Day, such LIBOR Period shall be extended to the next succeeding LIBOR Business Day unless the result of such extension would be to carry such LIBOR Period into another calendar month in which event such LIBOR Period shall end on the immediately preceding LIBOR Business Day;

     (b) any LIBOR Period that would otherwise extend beyond the maturity date of the Notes shall end on such date; and

     (c) any LIBOR Period that begins on the last LIBOR Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Period) shall end on the last LIBOR Business Day of a calendar month.

     (b) The following definition is hereby inserted in Section 1.1 in alphabetical order:

          “Second Amendment Closing Date” shall mean February 1, 2006.

     (c) Section 3.1(h) is hereby amended and restated as follows:

“(h) Revolving Loans. After the Second Amendment Closing Date, the Company covenants and agrees to make payments to Agent, for the ratable benefit of Purchasers making Revolving Loans, of accrued interest on the Revolving Loans on the first Business Day of each month commencing February 1, 2006, through the date of repayment of the Revolving Loans in full. The Revolving Loans will bear interest on the outstanding principal thereof at the Revolving Loan Rate.”

3. Representations and Warranties. The Company hereby represents and warrants as follows:

     (a) Each of the representations and warranties of the Company set forth in Article 5 of the Agreement is true and correct in all material respects, except to the extent of changes caused by the transactions expressly contemplated herein.

     (b) The Company is in satisfaction of all covenants of the Company set forth in Article 7 of the Agreement and no Default or Event of Default under the Agreement is occurring, or will occur upon the consummation of the transactions contemplated by this Amendment No. 2.

4. Effect on the Agreement.

     (a) All references to the Agreement in the Agreement and the other documents and instruments delivered pursuant to or in connection therewith shall mean the Agreement as amended hereby and as such may in the future be amended, restated, supplemented or modified from time to time.

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     (b) Except as specifically amended herein, the Agreement, and all other documents and instruments delivered pursuant to or in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

     (c) Except as specifically referenced herein, the execution, delivery and effectiveness of this Amendment No. 2 shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Agreement or any documents and instruments delivered pursuant to or in connection therewith.

5. Governing Law. This Amendment No. 2 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of Maryland.

6. Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Amendment No. 2, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment No. 2.

7. Headings. Section headings in this Amendment No. 2 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 2 for any other purpose.

8. Counterparts. This Amendment No. 2 may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

3

          IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 as of the day and year first above written.

COMPANY: GLOBAL DOSIMETRY SOLUTIONS, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Director
AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

ACS FUNDING TRUST I

By: AMERICAN CAPITAL STRATEGIES, LTD., its Servicer

By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

ACAS BUSINESS LOAN TRUST 2003-2

By: AMERICAN CAPITAL STRATEGIES, LTD., its Servicer

By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

Signature Page to Amendment No. 2 to the
Amended and Restated Note and Equity Purchase Agreement

ANNEX A

AMERICAN CAPITAL STRATEGIES, LTD.

ACS FUNDING TRUST I

ACAS BUSINESS LOAN TRUST 2003-2

EX-10.4.4

Exhibit 10.4.4

AMENDMENT NO.3

to the

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

GLOBAL DOSIMETRY SOLUTIONS, INC.,

AMERICAN CAPITAL FINANCIAL SERVICES, INC.,
AS AGENT

and

THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO

Date of Amendment No. 3: March 28, 2006
Date of Amendment No. 2: February 1, 2006
Date of Amendment No. 1: October 14, 2005

AMENDMENT NO. 3
to the
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

     THIS AMENDMENT NO. 3, dated as of March 28, 2006 (this “Amendment No. 3”), amends the Amended and Restated Note and Equity Purchase Agreement, dated November 10, 2004 (as amended to date, the “Agreement”), and is made by and among Global Dosimetry Solutions, Inc., a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto and are listed in Annex A (or any amendment or supplement thereto) attached thereto (each a “Purchaser” and collectively, “Purchasers”), and American Capital Financial Services, Inc., a Delaware corporation (“ACFS”), as administrative agent for Purchasers (in such capacity “Agent”).

RECITALS

     A. The parties hereto were party to a Note and Equity Purchase Agreement, dated as of September 30, 2003 (the “Original Purchase Agreement”);

     B The parties hereto are party to the Agreement, pursuant to which the Original Purchase Agreement was amended and restated;

     C. The Company, Purchasers and the Agent have agreed to enter into this Amendment No.3 to amend certain terms of the Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions. Capitalized terms used and not defined elsewhere in this Amendment are as defined in the Agreement.

2. Amendments. The Agreement is hereby amended as follows:

     Annex C to the Agreement is hereby amended and restated in its entirety with Annex C attached hereto.

3. Representations and Warranties. The Company hereby represents and warrants as follows:

     (a) Each of the representations and warranties of the Company set forth in Article 5 of the Agreement is true and correct in all material respects, except to the extent of changes caused by the transactions expressly contemplated herein.

     (b) The Company is in satisfaction of all covenants of the Company set forth in Article 7 of the Agreement and no Default or Event of Default under the Agreement is occurring, or will occur upon the consummation of the transactions contemplated by this Amendment No. 3.

4. Effect on the Agreement.

     (a) All references to the Agreement in the Agreement and the other documents and instruments delivered pursuant to or in connection therewith shall mean the Agreement as amended hereby and as such may in the future be amended, restated, supplemented or modified from time to time.

     (b) Except as specifically amended herein, the Agreement, and all other documents and instruments delivered pursuant to or in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

     (c) Except as specifically referenced herein, the execution, delivery and effectiveness of this Amendment No.3 shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Agreement or any documents and instruments delivered pursuant to or in connection therewith.

5. Governing Law. This Amendment No. 3 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of Maryland.

6. Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Amendment No.3, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment No.3.

7. Headings. Section headings in this Amendment No. 3 are included herein for convenience of reference only and shall not constitute a part of this Amendment No.3 for any other purpose.

8. Counterparts. This Amendment No.3 may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 as of the day and year first above written.

COMPANY: GLOBAL DOSIMETRY SOLUTIONS, INC.
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Title:	Director
AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Title:	Principal
ACS FUNDING TRUST I By: AMERICAN CAPITAL STRATEGIES, LTD.,         its Servicer
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Title:	Principal

ACAS BUSINESS LOAN TRUST 2003-2
By:	AMERICAN CAPITAL STRATEGIES, LTD., its Servicer
By:	/s/ Todd Wilson
	Name:	Todd Wilson
	Title:	Principal

Signature Page to Amendment No. 3 to the
Amended and Restated Note and Equity Purchase Agreement

2

ANNEX A

AMERICAN CAPITAL STRATEGIES, LTD.

ACS FUNDING TRUST I

ACAS BUSINESS LOAN TRUST 2003- 2

ANNEX C

Amortization Schedule for Senior Term D Notes

Principal Amount of Senior Term Loan D Notes: $27,000,000

On each date set forth below, the Loan Parties shall repay the principal amount of the Senior Term Loan D Notes set forth opposite each such date.

Date	Installment Amount
2005 Q4	$	67,500
April 1, 2006	$	67,500
July 1, 2006	$	67,500
October 1, 2006	$	67,500
January 1, 2007	$	67,500
April 1, 2007	$	67,500
July 1, 2007	$	67,500
October l, 2007	$	67,500
January l, 2008	$	67,500
April l, 2008	$	67,500
July 1, 2008	$	67,500
October l, 2008	$	67,500
January 1, 2009	$	67,500
April 1, 2009	$	67,500
July 1, 2009	$	67,500
October 1, 2009	$	67,500
January 1, 2010	$	67,500
April 1, 2010	$	67,500
July 1, 2010	$	67,500
October 1, 2010	$	67,500
January 1, 2011	$	67,500
April 1, 2011	$	67,500
July 1, 2011	$	67,500
October 1, 2011	$	67,500

Notwithstanding the foregoing schedule, to the extent not previously paid, all Senior Term D Notes and any and all unpaid interest, fees and other amounts due in connection with the Senior Term D Notes, shall be due and payable on October 14, 2011.

EX-10.4.5

Exhibit 10.4.5

AMENDMENT NO. 4

to the

AMENDED AND RESTATED

NOTE AND EQUITY PURCHASE AGREEMENT

by and among

GLOBAL DOSIMETRY SOLUTIONS, INC.,

AMERICAN CAPITAL FINANCIAL SERVICES, INC.,

AS AGENT

and

THE PURCHASERS IDENTIFIED ON
ANNEX A HERETO

Date of Amendment No. 4: December 15, 2006
Date of Amendment No. 3: March 28, 2006
Date of Amendment No. 2: February 1, 2006
Date of Amendment No. 1: October 14, 2005

AMENDMENT NO. 4
to the
AMENDED AND RESTATED
NOTE AND EQUITY PURCHASE AGREEMENT

     THIS AMENDMENT NO. 4, dated as of December 15, 2006 (this “Amendment No. 4”), amends the Amended and Restated Note and Equity Purchase Agreement, dated November 10, 2004 (as amended to date, the “Agreement”), and is made by and among Global Dosimetry Solutions, Inc., a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto and are listed in Annex A (or any amendment or supplement thereto) attached thereto (each a “Purchaser” and collectively, “Purchasers”), and American Capital Financial Services, Inc., a Delaware corporation (“ACFS”), as administrative agent for Purchasers (in such capacity “Agent”).

RECITALS

     A. The parties hereto were party to a Note and Equity Purchase Agreement, dated as of September 30, 2003 (the “Original Purchase Agreement”);

     B. The parties hereto are party to the Agreement, pursuant to which the Original Purchase Agreement was amended and restated;

     C. The Company, Purchasers and the Agent have agreed to enter into this Amendment No. 4 to amend certain terms of the Agreement.

     NOW, THEREFORE, the parties hereto, in consideration of the foregoing premises and their mutual covenants and agreements herein set forth and intending to be legally bound hereby, covenant and agree as follows:

1. Definitions. Capitalized terms used and not defined elsewhere in this Amendment are as defined in the Agreement.

2. Amendments. The Agreement is hereby amended as follows:

     (a) The following definitions set forth in Section 1.1 of the Agreement are hereby amended and restated in their entirety as follows:

     “Revolving Loan Commitment Amount” shall mean $14,000,000.

     “Revolving Loan Rate” shall mean a rate per annum equal to the LIBOR Rate plus 5.0%.

     (b) Section 3.8(b) is hereby amended and restated as follows:

     “(b) [Intentionally omitted.]”

3. Representations and Warranties. The Company hereby represents and warrants as follows:

1

     (a) Each of the representations and warranties of the Company set forth in Article 5 of the Agreement is true and correct in all material respects, except to the extent of changes caused by the transactions expressly contemplated herein.

     (b) The Company is in satisfaction of all covenants of the Company set forth in Article 7 of the Agreement and no Default or Event of Default under the Agreement is occurring, or will occur upon the consummation of the transactions contemplated by this Amendment No. 4.

4. Effect on the Agreement.

     (a) All references to the Agreement in the Agreement and the other documents and instruments delivered pursuant to or in connection therewith shall mean the Agreement as amended hereby and as such may in the future be amended, restated, supplemented or modified from time to time.

     (b) Except as specifically amended herein, the Agreement, and all other documents and instruments delivered pursuant to or in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

     (c) Except as specifically referenced herein, the execution, delivery and effectiveness of this Amendment No. 4 shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Agreement or any documents and instruments delivered pursuant to or in connection therewith.

5. Governing Law. This Amendment No. 4 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of Maryland.

6. Revolving Loan Increase Fee. In consideration of the increase in the Revolving Loan Commitment, the Company shall pay to Agent, for the ratable benefit of the Purchasers making Revolving Loan Commitments, a fee (the “Revolving Loan Increase Fee”) in the amount of $160,000, and the Company hereby authorizes the Agent to deduct from the proceeds of any Revolving Loan made on or after the date of this Amendment No. 4, by the Purchasers to the Company, the unpaid amount of such Revolving Loan Increase Fee.

7. Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Amendment No. 4, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment No. 4.

8. Headings. Section headings in this Amendment No. 4 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 4 for any other purpose.

9. Counterparts. This Amendment No. 4 may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

2

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 4 as of the day and year first above written.

COMPANY:

GLOBAL DOSIMETRY SOLUTIONS, INC.
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	President
AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACS FUNDING TRUST I
By:	AMERICAN CAPITAL STRATEGIES, LTD., its Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

ACAS BUSINESS LOAN TRUST 2006-1
By:	AMERICAN CAPITAL STRATEGIES, LTD., its Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

Signature Page to Amendment No. 4 to the
Amended and Restated Note and Equity Purchase Agreement

ANNEX A

AMERICAN CAPITAL STRATEGIES, LTD.

ACS FUNDING TRUST I

ACAS BUSINESS LOAN TRUST 2006-1

EX-10.4.6

Exhibit 10.4.6

AMENDMENT NO. 5 AND WAIVER

          This AMENDMENT NO. 5 AND WAIVER (this “Amendment and Waiver”), dated as of December 22, 2006, to the Second Amended and Restated Note and Equity Purchase Agreement, dated as of November 10, 2004 and as amended by Amendment No. 1, dated October 14,2005, Amendment No. 2, dated February 1, 2006, Amendment No. 3, dated March 28, 2006, Amendment No. 4, dated December 15, 2006 (collectively, the “Note Purchase Agreement”), by and among Global Dosimetry Solutions, a Delaware corporation’ (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto (each a “Purchaser” and collectively, “Purchasers”), and American Capital Financial Service, Inc., a Delaware corporation (“ACFS”), as agent for Purchasers (“Agent”). All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Purchase Agreement.

          WHEREAS, the Company, Purchasers and ACFS are party to the Note Purchase Agreement; and

          WHEREAS, pursuant to the transactions contemplated by the Master Restructuring Agreement and Plan of Merger dated as of December 22, 2005, to which the Company is a party, Mirion Technologies, Inc. (formerly known as Global Monitoring Systems, Inc., “Mirion”) became the sole stockholder of the Company; and

          WHEREAS, the Company no longer prepares financial statements separate from Mirion and the parties hereto desire to waive prior non-compliance with existing financial covenants and to amend certain provisions of the Note Purchase Agreement to provide that financial covenants be measured based on the consolidated financial reporting of Mirion and its subsidiaries;

          WHEREAS, under Section 14.2 of the Note Purchase Agreement, any amendment thereof requires a written instrument executed by the Company and, to the extent such modification relates to the Notes, by the Agent on behalf of the Purchasers; and

          WHEREAS, the parties hereto agree and hereby do wish to amend the Note Purchase Agreement by making the changes set forth herein in accordance with Section 14.2 of the Note Purchase Agreement;

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. AMENDMENTS TO THE NOTE PURCHASE AGREEMENT

          1.1 The following definitions are hereby added to Section 1.1 in alphabetical order:

          ““Interest Coverage Ratio” means, for a particular Measurement Period, the ratio of (a) EBITDA to (b) cash interest expense, in each case of the Loan Parties on a consolidated basis during such Measurement Period.”

          ““Loan Parties” shall mean the Company and any Subsidiary of the Company who becomes a party hereto after ·the date hereof; provided, that for purposes of Article 7.3, and any defined terms used therein, “Loan Parties” shall mean Mirion and all or its Subsidiaries.”

          “Measurement Date” has the meaning assigned to such term in Section 7.3(a).

          “Measurement Period” means the twelve (12) month period ending on a Measurement Date.

          ““Mirion” means Mirion Technologies, Inc., a Delaware corporation.”

          “Total Debt to EBITDA Ratio” means the ratio of (a) all Indebtedness of the Loan Parties on a consolidated basis, as of a particular Measurement Date to (b) the EBITDA for the Measurement Period ending on such Measurement Date.

          1.2 The following definitions in Section 1.1 are hereby amended and restated in their entirety:

          ““Capital Expenditures” means for any period of determination capital expenditures of the Loan Parties for such period determined and consolidated in accordance with GAAP, excluding expenditures made in connection with the replacement, substitution or restoration of assets to the extent financed with insurance proceeds, cash awards arising from a taking by eminent domain or condemnation or cash proceeds of asset dispositions reinvested in replacement assets.”

          “EBITDA” means for any period, without duplication, the sum of the following for the Loan Parties on a consolidated basis, each calculated for such period: (a) Net Income (as adjusted for by the Board of Directors of Mirion for non-recurring charges and specifically excluding extraordinary gains or extraordinary losses and gains or losses from sales of assets, other than inventory sold in the ordinary course of business), minus (b) interest income, plus (c) interest expense, (d) charges against income for Taxes, plus (e) depreciation expenses, plus (f) amortization expenses, plus (g) all non-cash compensation expenses of the Loan Parties on a consolidated basis, plus (h) Management Fees.

          ““Fixed Charges” means, for any period, and each calculated for such period (without duplication) on a consolidated basis, (a) cash interest expense of the Loan Parties; plus (b) scheduled payments of principal with respect to all Indebtedness of the Loan Parties; plus (c) cash payment of income or franchise taxes included in the determination of Net Income, excluding any provision for deferred taxes; plus (d) payment of deferred taxes accrued in any prior period.”

2

          ““Fixed Charge Coverage Ratio” means for a particular Measurement Period, the ratio of (a) EBITDA minus Capital Expenditures (exclusive of Capital Expenditures financed during such period under Capitalized Leases or other Indebtedness (Indebtedness, for this purpose, does not include advances under the Revolving Loan)), to (b) Fixed Charges, in each case of the Loan Parties on a consolidated basis during such Measurement Period.”

          ““Net Income” means, for any period, the net income (or loss) of the Loan Parties on a consolidated basis for such period, after deduction of all expenses, taxes and other proper charges, determined in accordance with GAAP, for such period taken as a single accounting period.”

          1.3 Section 7.3 is hereby amended and restated in its entirety as follows:

          “7.3 Financial Covenants. The Loan Parties, jointly and severally, covenant and agree that, so long as all or any part of the Notes remains outstanding:

               (a) The Loan Parties shall maintain, on a consolidated basis, at the end of each fiscal quarter (each such date being a “Measurement Date”), beginning December 31, 2006:

               (i) Minimum Fixed Charge Coverage Ratio. A minimum Fixed Charge Coverage Ratio for the Measurement Period ending on the last day of each fiscal quarter of at least 1.0 to 1.0.

               (ii) Maximum Total Debt to EBITDA Ratio. A maximum Total Debt to EBITDA Ratio as of the Measurement Date as follows:

For the Twelve Months Ended on
the Measurement Date	Ratio
December 31, 2006		6.50 to 1.0
March 31, 2007		6.50 to 1.0
June 30, 2007		6.50 to 1.0
September 30, 2007		6.50 to 1.0
December 31, 2007		6.25 to 1.0
March 31, 2008		6.25 to 1.0
June 30, 2008		6.25 to 1.0
September 30, 2008		6.00 to 1.0
December 31, 2008		6.00 to 1.0
March 31, 2009		6.00 to 1.0
June 30, 2009 and each fiscal quarter thereafter		5.50 to 1.0

               (iii) Minimum Interest Coverage Ratio. A minimum Interest Coverage Ratio for the Measurement Period ending on the Measurement Date as follows:

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For the Twelve Months Ended on
the Measurement Date	Ratio
December 31, 2006		1.40 to 1.0
March 31, 2007		1.40 to 1.0
June 30, 2007 and each fiscal quarter thereafter		1.50 to 1.0

               (b) Capital Expenditures. The Loan Parties shall not make, on a consolidated basis, during any Fiscal Year any Capital Expenditures that in the aggregate (after giving effect to all such Capital Expenditures made during such Fiscal Year) exceed $7,500,000; provided that to the extent that aggregate Capital Expenditures made, on a consolidated basis, by the Loan Parties in any Fiscal Year are less than the amount set forth above for such Fiscal Year, the lesser of (i) such excess amount and (ii) fifty percent (50%) of the amount set forth above for such Fiscal Year may be carried forward, but may be expended only in the immediately succeeding Fiscal Year. Any amount so carried forward shall be deemed made hereunder following utilization of all allowed amounts (without regard to such rollover) for Capital Expenditures in such immediately succeeding Fiscal Year.”

          SECTION 2. WAIVER

          2.1 Subject to the terms and conditions herein, the Agent hereby waives any past or present Events of Default arising under Section 8.1 (d) of the Note Purchase Agreement resulting from the failure of the Company to comply with Section 7.3 of the Note Purchase Agreement.

          2.2 Except as set forth in Section 2.1, the Agent hereby reserves all rights and remedies granted to the Agent and the Purchasers under the Note Purchase Agreement or applicable law or otherwise and nothing contained herein shall be construed to limit, impair or otherwise affect the right of the Agent and the Purchasers to declare an Event of Default with respect to any future non-compliance with any covenant, term or provision of the Note Purchase Agreement or any other document now or hereafter executed and delivered in connection therewith.

          SECTION 3. MISCELLANEOUS

          3.1 All references to the Note Purchase Agreement in the Note Purchase Agreement, the Purchase Documents and the other documents and instruments delivered pursuant to or in connection therewith shall mean the Note Purchase Agreement as amended hereby and as such may in the future be amended, restated, supplemented or modified from time to time.

          3.2 This Amendment and Waiver may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which shall constitute one and the same agreement.

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          3.3 Delivery of an executed counterpart of a signature page by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart.

          3.4 This Amendment and Waiver shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Maryland.

          3.5 The parties hereto shall, at any time and from time to time following the execution of this Amendment and Waiver, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Amendment and Waiver.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly executed by their respective authorized officers as of the day and year first above written.

COMPANY: GLOBAL DOSIMETRY SOLUTIONS, INC.
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	President

[SIGNATURE PAGE TO AMENDMENT NO. 5 AND WAIVER TO GDS NEPA]

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACS FUNDING TRUST I
By:	AMERICAN CAPITAL STRATEGIES, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

[SIGNATURE PAGE TO AMENDMENT NO. 5 AND WAIVER TO GDS NEPA]

ACAS BUSINESS LOAN TRUST 2006-1
By:	AMERICAN CAPITAL STRATEGIES, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

[SIGNATURE PAGE TO AMENDMENT NO. 5 AND WAIVER TO GDS NEPA]

EX-10.4.7

Exhibit 10.4.7

GUARANTY

     GUARANTY (the “Guaranty”), dated as of January 1, 2006 of Global Monitoring Systems, Inc. (“GMS”) in favor of American Capital Financial Services, Ltd., as agent (the “Agent”) for the benefit of the purchasers (the “Purchasers”) identified on Annex A to the Amended and Restated Note and Equity Purchase Agreement dated as of November 10, 2004 by and among Global Dosimetry Solutions, Inc. (the “Borrower’’), the Purchasers (as defined therein), and Agent, as amended (collectively, the Purchase Agreement”).

     WHEREAS, pursuant to the terms of the Purchase Agreement, the Purchasers have agreed to lend the Borrower: (i) $27,000,000 in aggregate principal amount as evidenced by the Senior Term D Notes due October 14, 2011, (ii) $4,000,000 in aggregate principal amount as evidenced by the Senior Term C Notes due November 10, 2011, (iii) $8,600,000 in aggregate principal amount as evidenced by the Senior Subordinated Notes due September 30, 2009; (iv) $8,600,000 in aggregate principal amount as evidenced by the Junior Subordinated Notes due September 30, 2010 and (v) a Revolving Loan Facility in a maximum aggregate principal amount of $6,000,000 as evidenced by the Revolving Notes of the Borrower payable to the Purchasers (together, the “Notes”);

     WHEREAS, pursuant to the Master Restructuring Agreement, dated as of December 22, 2005 among GMS, the Borrower and the other parties thereto, Global Dosimetry Acquisitions, Inc. proposes to merge with and into the Borrower, a wholly-owned subsidiary of GMS, with the Borrower the surviving and continuing entity (the “Merger”);

     WHEREAS, the Borrower has requested that the Agent and Purchasers consent to the Merger and waive the applicability of any provisions of the Purchase Agreement that may be breached as a result of the Merger (the “Consent”);

     WHEREAS, it is a condition to the Consent by the Agent and Purchaser that GMS enter into this Guaranty and that GMS enter into a Pledge and Security Agreement in the form attached to the Consent to secure GMS’s obligations hereunder; and

     WHEREAS, GMS is willing to enter into this Guaranty to provide additional security for the payment and performance of the obligations under the terms of the Purchase Agreement; and

     WHEREAS, capitalized terms used herein without definition shall have the respective meanings assigned thereto in the Purchase Agreement.

     NOW, THEREFORE, GMS hereby agrees:

     Section 1. Guaranty by GMS. From and after the date hereof, GMS hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise (including, without limitation, upon a demand in the event of an Event of Default under the Purchase Agreement) in accordance herewith, the Notes and all other Obligations of the Loan Parties under the Notes and any other Purchase Document (the “Guaranteed Obligations”), whether or not from time to time reduced or

extinguished or hereafter increased or incurred, whether or not recovery is or hereafter may become barred by any statute of limitations, whether or not enforceable, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the United States Bankruptcy Code and any amendments thereto (Title 11, United States Code) (the “Bankruptcy Code”) whether or not such interest is an allowed claim in such proceeding), fees and costs of collection. This Guaranty constitutes a guaranty of payment and not of collection. GMS hereby further agrees that, if any payment made by the Loan Parties or GMS and applied to the Guaranteed Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such payment or repayment, GMS’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of GMS in respect of the amount of such payment.

     Section 2. Authorization; Other Agreements. Agent, for the benefit of Purchasers is hereby authorized, without notice to, or demand upon, GMS, which notice and demand requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of GMS hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to do each of the following:

     (a) supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guaranteed Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including any Transaction Document) now or hereafter executed by the Loan Parties and delivered to Agent or any Purchaser, including any increase or decrease of principal or the rate of interest thereon;

     (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guaranteed Obligations, or any part thereof, or any other instrument or agreement in respect of the Guaranteed Obligations (including any Transaction Document) now or hereafter executed by the Loan Parties and delivered to Agent or any Purchaser;

     (c) accept partial payments on the Guaranteed Obligations;

     (d) receive, take and hold additional security or collateral for the payment of the Guaranteed Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral;

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     (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the Guaranteed Obligations or any part of them or any other guaranty therefor, in any manner;

     (f) add, release or substitute any one more other guarantors, makers or endorsers of the Guaranteed Obligations or any part of them and otherwise deal with the Loan Parties or any other guarantor, maker or endorser;

     (g) apply to the Guaranteed Obligations any payment or recovery from the Loan Parties, from GMS or from any other guarantor, maker or endorser of the Guaranteed Obligations or any part of them, in each case whether such Guaranteed Obligations are secured or unsecured or guaranteed or not guaranteed by others;

     (h) apply to the Guaranteed Obligations any payment or recovery from GMS of any sum realized from security furnished by the Loan Parties upon their indebtedness or obligations to the Agent or any Purchaser, in each case whether or not such indebtedness or obligations relate to the Guaranteed Obligations; and

     (i) refund at any time any payment received by Agent or any Purchaser in respect of any Obligation, and payment to Agent or any Purchaser of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of GMS hereunder in respect of the amount so refunded; even if any right of reimbursement or subrogation or other right or remedy of GMS is extinguished, affected or impaired by any of the foregoing (including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the Guaranteed Obligations that impairs any subrogation, reimbursement or other right of GMS).

     Section 3. Guaranty Absolute and Unconditional. GMS hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of any of the following:

     (a) the invalidity or unenforceability of any Loan Party’s obligations under the Purchase Agreement, the Notes or any other Transaction Document, or any security for, or other guaranty of the Guaranteed Obligations or any part of them or the lack of perfection or continuing perfection or failure of priority of any security in the Guaranteed Obligations or any part of them;

     (b) the absence of any attempt to collect the Guaranteed Obligations or any part of them from the Loan Parties or other action to enforce the same;

     (c) the Agent’s or any Purchaser’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;

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     (d) any borrowing or grant of a Lien by the a Loan Party, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code;

     (e) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of the Agent’s or any Purchaser’s claim (or claims) for repayment of the Guaranteed Obligations;

     (f) any use of cash collateral under Section 363 of the Bankruptcy Code;

     (g) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;

     (h) the avoidance of any Lien in favor of the Agent or any Purchaser for any reason;

     (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Loan Party, or any of the Loan Parties’ other Subsidiaries, including any discharge of, or bar or stay against collecting, any Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;

     (j) failure by the Agent or any Purchaser to file or enforce a claim against any Loan Party or its estate in any bankruptcy or insolvency case or proceeding;

     (k) any action taken by the Agent or any Purchaser if such action is authorized hereby;

     (1) Loan Parties’ inability to pay the Guaranteed Obligations, whether by contractual obligation or otherwise;

     (m) any election following the occurrence of an Event of Default by the Agent or any Purchaser to proceed separately against the personal property Collateral in accordance with the Agent’s or any Purchaser’s rights under the Uniform Commercial Code or, if the Collateral consists of both personal and real property, to proceed against such personal and real property in accordance with the Agent’s or any Purchaser’s rights with respect to such real property; or

     (n) any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor or any other obligor on any obligations, other than the payment in full of the Guaranteed Obligations.

     Section 4. Waivers. GMS hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Guaranteed Obligations or any part of them, and any defense arising by reason of any disability or other defense. GMS shall not, until the Guaranteed Obligations are irrevocably paid in full and have been terminated, assert any claim or counterclaim it may have against any of the Loan Parties or set off any of its obligations to the Loan Parties against any obligations of the Loan Parties to it. In connection with the foregoing, GMS covenants that its obligations hereunder shall not be discharged, except by complete performance.

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     Section 5. Reliance. GMS hereby assumes responsibility for keeping itself informed of the financial condition of the Loan Parties and any endorser and other guarantor of all or any part of the Guaranteed Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent inquiry would reveal, and GMS hereby agrees that the Agent or any Purchaser shall have no duty to advise GMS of information known to it regarding such condition or any such circumstances. In the event the Agent or any Purchaser, in its sole discretion, undertakes at any time or from time to time to provide any such information to GMS, the Agent or any Purchaser shall be under no obligation (a) to undertake any investigation not a part of its regular business routine, (b) to disclose any information that the Agent or any Purchaser, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) to make any other or future disclosures of such information or any other information to GMS.

     Section 6. Waiver of Subrogation and Contribution Rights. Until the Guaranteed Obligations have been irrevocably paid in full and have been terminated, GMS shall not enforce or otherwise exercise any right of subrogation to any of the rights of the Agent or any Purchaser or any part of them against the Loan Parties or any right of reimbursement or contribution or similar right against the Loan Parties by reason of this Guaranty or by any payment made in respect of the Guaranteed Obligations.

     Section 7. Default; Remedies. If any of the Guaranteed Obligations are not paid when due or upon any default by the Loan Parties as provided in any other instrument or document evidencing all or any part of the Guaranteed Obligations, the Agent or any Purchaser may, at its sole election, proceed directly and at once, without notice, against GMS to collect and recover the full amount or any portion of the Guaranteed Obligations then due, without first proceeding against the Loan Parties.

     Section 8. Irrevocability. This Guaranty shall be irrevocable as to the Guaranteed Obligations (or any part thereof) until all monetary Guaranteed Obligations then outstanding have been irrevocably repaid in cash or otherwise irrevocably discharged, at which time this Guaranty shall automatically be cancelled. Upon such cancellation and at the written request of GMS or their successors or assigns, and at the cost and expense of GMS or its successors or assigns, the Agent or any Purchaser shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.

     Section 9. No Marshalling. GMS consents and agrees that neither the Agent nor any Purchaser nor any Person acting for or on behalf of the Agent or any Purchaser shall be under any obligation to marshal any assets in favor of GMS or against or in payment of any or all of the Guaranteed Obligations.

     Section 10. Authority of Agent. GMS acknowledges that the rights and responsibilities of the Agent under this Guaranty with respect to any action taken by the Agent or the exercise or non-exercise by the Agent of any option, right, request, judgment or other right or

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remedy provided for in this Guaranty or resulting or arising out of this Guaranty shall, as between the Agent and the Purchasers, be governed by the Purchase Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and GMS, the Agent shall be conclusively presumed to be acting as agent for the Purchasers with full and valid authority so to act or refrain from acting.

     Section 11. Notices. All notices, requests and demands to or upon the Agent, any Purchaser or GMS to be effective shall be in writing (including by telecopy) and, unless otherwise expressly provided in this Guaranty, shall be deemed to have been duly given or made when delivered by hand, or five (5) Business Days after being deposited in the mail, postage prepaid, or in the case of telecopy notice, when received, addressed as follows:

          (a) if to the Agent, at the address provided in Section 15.6 of the Purchase Agreement; and

          (b) if to GMS, at the following address:

Global Monitoring Systems, Inc.
c/o American Capital Strategies, Ltd.
461 Fifth Avenue, 26th Floor
New York, NY 10017
Attention: Robert Klein
                 Dustin Smith
Fax: (212) 213-2060

     Section 12. Governing Law. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of Maryland, without regard to conflict of law principles.

     Section 13. Severability. Any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Guaranty, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     Section 14. Integration. This Guaranty, the Purchase Agreement and the Note represents the entire agreement of GMS, the Agent and the Purchasers with respect to the subject matter expressed in this Guaranty, and there are no promises, undertakings, representations or warranties by GMS, the Agent or any Purchaser relative to the subject matter of this Guaranty that is not expressly set forth or referred to in this Guaranty, the Purchase Agreement or the Note. Any previous agreement between GMS, the Agent or the Purchasers with respect to the subject matter of this Guaranty is superseded by this Guaranty, the Purchase Agreement and the Note.

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     Section 15. Amendments in Writing; No Waiver; Cumulative Remedies.

          (a) None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except pursuant to a written instrument executed by the parties hereto.

          (b) No failure to exercise, nor any delay in exercising, on the part of the Agent or any Purchaser, any right, power or privilege under this Guaranty shall operate as a waiver of this Guaranty. No single or partial exercise of any right, power or privilege under this Guaranty shall preclude any other or further exercise of this Guaranty or the exercise of any other right, power or privilege. A waiver by the Agent or any Purchaser of any right or remedy under this Guaranty on any one occasion shall not be construed as a bar to any right or remedy that the Agent or such Purchaser would otherwise have on any future occasion.

          (c) The rights and remedies provided in this Guaranty are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

     Section 16. Interpretation. The headings of the sections of this Guaranty are inserted for convenience only and shall not be deemed to constitute a part hereof for any other purpose.

     Section 17. Attorney’s Cost. GMS agrees to pay all attorney’s fees and disbursements and all other actual costs and expenses which may be incurred by the Purchasers or the Agent in enforcing or obtaining advice of counsel in respect of any rights with respect to this Guaranty, or collecting any or all of the amounts due under the Note or enforcing any rights with respect to, or collecting against, GMS under this Guaranty.

     Section 18. Currency of Payment. Any payment to be made by GMS pursuant to this Guaranty shall be made in the same currency as designated for payment in the Note and such designation of the currency of payment is of the essence.

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IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered as of the date first above written.

GLOBAL MONITORING SYSTEMS, INC.
By: Name:	/s/ Thomas Logan Thomas Logan
Title:	President
AMERICAN CAPITAL FINANCIAL SERVICES, INC., as Agent
By:	/s/ Robert J. Klein
Name:	Robert J. Klein
Title:

Signature Page to the Gms/Gds Nepa Guaranty

EX-10.4.8

Exhibit 10.4.8

WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT

     THIS WAIVER AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver”) is made and entered into as of June 15, 2009 by and among GLOBAL DOSIMETRY SOLUTIONS, INC., a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto, the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).

RECITALS

     WHEREAS, the Company, Agent and the Purchasers are parties to that certain Amended and Restated Note and Equity Purchase Agreement, dated as of November 10, 2004 (as amended from time to time, the “Purchase Agreement”), pursuant to which the Purchasers purchased Notes issued by the Company;

     WHEREAS, as part of a project to change the corporate names of the operating companies within the Mirion corporate group, the Company has changed, or will change, its corporate name to Mirion Technologies (GDS), Inc.;

     WHEREAS, as part of efforts to ensure consistency in the financial statements of Mirion Technologies, Inc. (“Mirion”) and the Company, which is indirectly wholly owned by Mirion, the Company has changed, or may change, its Fiscal Year to end on June 30^th of each year and the Company, Purchaser and Agent now desire to memorialize the Purchasers’ waiver and consent for such change;

     WHEREAS, Agent and Purchasers have agreed to waive sections of the Purchase Agreement with respect to the above matters, as set forth and subject to the terms and conditions in this Waiver;

     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth, and intending to be legally bound hereby, covenant and agree as follow:

ARTICLE 1

WAIVERS TO PURCHASE AGREEMENT

     1.1 Waiver with Respect to Name Changes.

          1.1.1 Waiver of Notice Period for Changed or Additional Business Names. The Purchasers hereby waive the Company’s obligations and the Purchasers’ rights, solely with respect to the Company’s obligations to provide at least 30 days advance written notice of a change to its corporate name and establishment of additional trade names, under the Purchase Agreement, including without limitation Section 7.2(o),

and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

          1.1.2 Waiver of the Company’s Covenants Not to Amend Charter Documents or Bylaws. The Purchasers hereby waive the Company’s obligations and Purchasers’ rights under the Purchase Agreement, solely with respect to amendments, modifications, termination or waiver of Charter Documents or Bylaws in connection with the Company’s change to its corporate name, including without limitation Section 7.2(j) of the Purchase Agreement, and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

     1.2 Waiver of Fiscal Year Covenant. The Purchasers hereby waive the Company’s obligations and Purchasers’ rights, solely with respect to the Company’s change to its Fiscal Year to end on June 30^th of each year, under the Purchase Agreement, including without limitation Section 7.2(m), and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

     1.3 Waiver of Board of Directors Covenant. The Purchasers hereby waive the Company’s obligations and Purchasers’ rights under Section 7.1(i), solely with respect to the requirement that the Company’s Board of Directors hold a meeting at least once per calendar quarter, and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

ARTICLE 2

AMENDMENTS

     2.1 Amendment with Respect to Name Change. All references to “Global Dosimetry Solutions, Inc.” in the Purchase Agreement (and in all other provisions of the Transaction Documents) shall be replaced with “Mirion Technologies (GDS), Inc.” upon completion.

     2.2 Amendment with respect to Board of Directors Covenant. Section 7.1(i) is hereby amended and restated in its entirety to read as follows:

               “(i) Intentionally deleted.”

     2.3 Amendment with respect to Fiscal Year Covenant. Section 7.2(m) is hereby amended by replacing the words “April 30” with “June 30.”

ARTICLE 3

EFFECT OF WAIVER

     3.1 No Waiver or Novation. Except for the waivers and amendments contemplated by this Waiver, the execution, delivery and effectiveness of this Waiver shall not (i) operate as a waiver of any future Event of Default, right, power or remedy of the Purchasers, whether created by contract, at law or in equity, (ii) constitute a waiver

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of, or consent to and departure from, any provision of the Purchase Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith (the “Note Documents”), or (iii) be construed and/or deemed to be a satisfaction, novation, cure, modification, amendment or release of the Notes, the Purchase Agreement or the other Note Documents.

     3.2 Ratification. Except as expressly modified hereby, the Purchase Agreement and all other Note Documents, shall remain in full force and effect, and are hereby ratified and confirmed.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

     4.1 Representations and Warranties. The Company represents and warrants to Agent and the Purchasers that (a) it has full power and authority to execute and deliver this Waiver and to perform its obligations hereunder, (b) upon the execution and delivery hereof, this Waiver will be valid, binding and enforceable against the Company in accordance with its terms and (c) the Company has no defense, counterclaim or offset with respect to the Agreement or the Notes.

ARTICLE 5

CONDITIONS PRECEDENT

     5.1 Conditions Precedent. The effectiveness of this Waiver is subject to Agent’s receipt from the Company, on or before the date hereof, of an original of this Waiver, duly executed, and delivered in a manner satisfactory to Agent.

ARTICLE 6

AGENT FEES

     6.1 Agent’s Fees and Expenses. The Company shall pay or cause to be paid to Agent or its designee a fee in the amount of $3,000 in consideration for the negotiation of the Waiver.

ARTICLE 7

MISCELLANEOUS

     7.1 Affirmations. The Company hereby: (i) affirm all the provisions of the Purchase Agreement, as modified by this Waiver, and all the provisions of each of the other Transaction Documents, (ii) agree that the terms and conditions of the Purchase Agreement, as modified by this Waiver, and all other Transaction Documents, as modified by the Waiver, shall continue in full force and effect, and (iii) except as specifically referenced herein, the execution, delivery and effectiveness of this Waiver shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers,

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nor constitute a waiver of any provision of the Agreement or any documents and instruments delivered pursuant to or in connection therewith.

     7.2 Governing Law. This Waiver shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws.

     7.3 Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Waiver, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Waiver.

     7.4 Headings. Section headings in this Waiver are included herein for convenience of reference only and shall not constitute a part of this Waiver for any other purpose.

     7.5 Counterparts. This Waiver may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

     7.6 Severability. Whenever possible, each provision of this Waiver shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Waiver is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Waiver.

     7.7 Facsimile Signatures. This Waiver may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

     7.8 Integration. This Waiver, the Purchase Agreement and the other Transaction Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

     7.9 Defined Terms. Capitalized terms used in this Waiver and not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.

     7.10 No Third Party Beneficiaries. The terms and provisions of this Waiver shall be for the sole benefit of the parties hereto and their respective successors and assigns; no other person, firm, entity or corporation shall have any right, benefit or interest under this Waiver.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Waiver as of the day and year first above written.

COMPANY: GLOBAL DOSIMETRY SOLUTIONS, INC.
By:	/s/ Seth B. Rosen
	Name:	Seth B. Rosen
	Title:	Secretary

[Signature Page 1 of 2 to GDS Waiver]

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2005-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2006-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2007-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2007-2
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

[Signature Page 2 of 2 to GDS Waiver]

ANNEX A

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchasers

AMERICAN CAPITAL, LTD.
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814

ACAS BUSINESS LOAN TRUST 2005-1
ACAS BUSINESS LOAN TRUST 2006-1
ACAS BUSINESS LOAN TRUST 2007-1
ACAS BUSINESS LOAN TRUST 2007-2
c/o American Capital, Ltd., as Servicer
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814

EX-10.4.9

Exhibit 10.4.9

Execution Version

WAIVER AND AMENDMENT AGREEMENT TO
NOTE AND EQUITY PURCHASE AGREEMENT

     THIS WAIVER AND AMENDMENT AGREEMENT TO NOTE AND EQUITY PURCHASE AGREEMENT (this “Waiver and Amendment”) is made and entered into as of July 31, 2009 by and among, MIRION TECHNOLOGIES (GDS), INC. (fka GLOBAL DOSIMETRY SOLUTIONS, INC.), a Delaware corporation (the “Company”), the securities purchasers that are now and hereafter at any time parties thereto, the securities purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each a “Purchaser” and collectively, “Purchasers”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (“ACFS”), as administrative and collateral agent for Purchasers (in such capacity “Agent”).

RECITALS

     WHEREAS, the Company, Agent and the Purchasers are parties to that certain Amended and Restated Note and Equity Purchase Agreement, dated as of November 10, 2004 (as amended from time to time, the “Purchase Agreement”), pursuant to which the Purchasers purchased Notes issued by the Company;

     WHEREAS, the Company, Agent and the Purchasers are parties to that certain Amendment No. 1 to the Amended and Restated Note and Equity Purchase Agreement, dated as of October 14, 2005, pursuant to which the Purchasers agreed to make loans and advances to the Company on a revolving credit basis;

     WHEREAS, Agent and the Purchasers have agreed to waive the Company’s obligations and covenants contained in the Purchase Agreement for the period commencing on June 30, 2006 and ending upon July 1, 2009;

     WHEREAS, Agent and the Purchasers have agreed to amend the Purchase Agreement to extend the Revolving Loan Termination Date, the maturity date of the Junior Subordinated Notes and the Senior Subordinated Notes; and

     WHEREAS, Agent and Purchasers have agreed to waive sections of the Purchase Agreement with respect to the above matters, as set forth and subject to the terms and conditions in this Waiver and Amendment.

     NOW, THEREFORE, the parties hereto, in consideration of the premises and their mutual covenants and agreements herein set forth, and intending to be legally bound hereby, covenant and agree as follow:

ARTICLE 1

WAIVERS TO PURCHASE AGREEMENT

     1.1 Waiver of Covenants. The Purchasers hereby waive the Company’s obligations and Purchasers’ rights with respect to all covenants under the Purchase Agreement, including without limitation the provisions contained in Article 7, for the period commencing on June 30, 2006 and ending upon July 1, 2009, and the Purchasers hereby waive any related rights to the extent such acts have constituted, or will constitute, an Event of Default.

ARTICLE 2

AMENDMENTS

     2.1 Amendment with Respect to Revolving Loans. Section 2.5A(a) of the Purchase Agreement is hereby amended and restated in its entirety as follows:

               “(a) Subject to the terms and conditions set forth in this Agreement, on or after the Term D Closing Date and to, but excluding, July 1, 2011, unless terminated earlier pursuant to the terms hereof (the “Revolving Loan Termination Date”), Purchasers designated on Annex B shall, severally, on a pro rata basis based on the percentages specified in Annex B, make loans and advances to the Company on a revolving credit basis (collectively, the “Revolving Loans”) in an aggregate amount outstanding at any time up to the Revolving Loan Commitment Amount. From and after the Term D Closing, the Revolving Loans shall be evidenced by a promissory note made by the Company in favor of Purchasers having Revolving Loan Commitments in the form attached hereto as Exhibit K (together with any such notes issued in substitution thereof pursuant to Sections 6.3 and 6.4, “Revolving Notes”). The date and amount of each Revolving Loan made by such Purchasers and each payment on account of principal thereof shall be recorded by Agent on its books; provided that, the failure of Agent to make any such record shall not affect the obligations of the Company to make payments when due of any amounts owing in respect of the Revolving Loans.”

     2.2 Amendment with Respect to Notes.

          2.2.1 Sections 2.4 and 2.5 of the Purchase Agreement are hereby amended and restated in their entirety as follows:

               “2.4 Senior Subordinated Notes. The Company has duly authorized the issuance and sale to Purchasers of $8,600,000 in aggregate principal amount of the Company’s Senior Subordinated Notes July 1, 2011 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.3 the “Senior Subordinated Notes”), to be substantially in the form of the Senior Subordinated Notes attached hereto as Exhibit C.

               2.5 Junior Subordinated Notes. The Company has duly authorized the issuance and sale to Purchasers of $8,600,000 in aggregate principal amount of the Company’s Junior Subordinated Notes July 1, 2011 (together with any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.3 the “Junior Subordinated Notes”) (the Junior Subordinated Notes together with the Senior Subordinated Notes, the “Subordinated Notes”). The Junior Subordinated Notes are authorized in two tranches: Tranche A Junior Subordinated Notes in the aggregate principle amount of $4,300,000 (“Tranche A Notes”) and Tranche B Junior Subordinated

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Notes in the aggregate principle amount of $4,300,000 (“Tranche B Notes”). The Junior Subordinated Notes will be in substantially the form attached as Exhibits D-1 and D-2.”

          2.2.2 Section 3.4 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

               “3.4 Repayment of Senior Subordinated Notes. The Company covenants and agrees to repay to Agent, for the ratable benefit of Purchasers, the unpaid principal balance of the Senior Subordinated Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder on July 1, 2011.”

          2.2.3. Section 3.5 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

               “3.5 Repayment of Junior Subordinated Notes. The Company covenants and agrees to repay to Agent, for the ratable benefit of Purchasers, the unpaid principal balance of the Junior Subordinated Notes in full, together with all accrued and unpaid interest, fees and other amounts due hereunder on July 1, 2011.”

ARTICLE 3

EFFECT OF WAIVER AND AMENDMENT

     3.1 No Waiver or Novation. Except for the waivers and amendments contemplated by this Waiver and Amendment, the execution, delivery and effectiveness of this Waiver and Amendment shall not (i) operate as a waiver of any future Event of Default, right, power or remedy of the Purchasers, whether created by contract, at law or in equity, (ii) constitute a waiver of, or consent to and departure from, any provision of the Purchase Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith (the “Note Documents”), or (iii) be construed and/or deemed to be a satisfaction, novation, cure, modification, amendment or release of the Notes, the Purchase Agreement or the other Note Documents.

     3.2 Ratification. Except as expressly modified hereby, the Purchase Agreement and all other Note Documents, shall remain in full force and effect, and are hereby ratified and confirmed.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

     4.1 Representations and Warranties. The Company represents and warrants to Agent and the Purchasers that (a) it has full power and authority to execute and deliver this Waiver and Amendment and to perform its obligations hereunder, (b) upon the execution and delivery hereof, this Waiver and Amendment will be valid, binding and enforceable against the Company in accordance with its terms and (c) the Company has no defense, counterclaim or offset with respect to the Agreement or the Notes.

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ARTICLE 5

CONDITIONS PRECEDENT

     5.1 Conditions Precedent. The effectiveness of this Waiver and Amendment is subject to Agent’s receipt from the Company, on or before the date hereof, of an original of this Waiver and Amendment, duly executed, and delivered in a manner satisfactory to Agent.

ARTICLE 6

AGENT FEES

     6.1 Agent’s Fees and Expenses. The Company shall pay or cause to be paid to Agent or its designee a fee in the amount of $3,000 in consideration for the negotiation of the Waiver and Amendment.

ARTICLE 7

MISCELLANEOUS

     7.1 Affirmations. The Company hereby: (i) affirm all the provisions of the Purchase Agreement, as modified by this Waiver and Amendment, and all the provisions of each of the other Transaction Documents, (ii) agree that the terms and conditions of the Purchase Agreement, as modified by this Waiver and Amendment, and all other Transaction Documents, as modified by the Waiver and Amendment, shall continue in full force and effect, and (iii) except as specifically referenced herein, the execution, delivery and effectiveness of this Waiver and Amendment shall not operate as a waiver of any right, power or remedy of ACFS or the Purchasers, nor constitute a waiver of any provision of the Agreement or any documents and instruments delivered pursuant to or in connection therewith.

     7.2 Governing Law. This Waiver and Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws.

     7.3 Further Assurances. The parties hereto shall, at any time and from time to time following the execution of this Waiver and Amendment, execute and deliver all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to carry out the provisions of this Waiver and Amendment.

     7.4 Headings. Section headings in this Waiver and Amendment are included herein for convenience of reference only and shall not constitute a part of this Waiver and Amendment for any other purpose.

     7.5 Counterparts. This Waiver and Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.

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     7.6 Severability. Whenever possible, each provision of this Waiver and Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Waiver and Amendment is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating any other provision of this Waiver and Amendment.

     7.7 Facsimile Signatures. This Waiver and Amendment may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

     7.8 Integration. This Waiver and Amendment, the Purchase Agreement and the other Transaction Documents set forth the entire understanding of the parties hereto with respect to all matters contemplated hereby and supersede all previous agreements and understandings among them concerning such matters. No statements or agreements, oral or written, made prior to or at the signing hereof, shall vary, waive or modify the written terms hereof.

     7.9 Defined Terms. Capitalized terms used in this Waiver and Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Purchase Agreement.

     7.10 No Third Party Beneficiaries. The terms and provisions of this Waiver and Amendment shall be for the sole benefit of the parties hereto and their respective successors and assigns; no other person, firm, entity or corporation shall have any right, benefit or interest under this Waiver and Amendment.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, the parties hereto have executed this Waiver and Amendment as of the day and year first above written.

COMPANY: MIRION TECHNOLOGIES (GDS), INC.
By:	/s/ Seth B. Rosen
	Name:	Seth B. Rosen
	Title:	Secretary

[Signature Page 1 of 2 to GDS Waiver]

AGENT: AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Vice President
PURCHASERS: AMERICAN CAPITAL, LTD.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2005-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2006-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2007-1
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director
ACAS BUSINESS LOAN TRUST 2007-2
By:	AMERICAN CAPITAL, LTD., as Servicer
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Managing Director

[Signature Page 2 of 2 to GDS Waiver]

ANNEX A

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchasers

AMERICAN CAPITAL, LTD.
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814

ACAS BUSINESS LOAN TRUST 2005-1
ACAS BUSINESS LOAN TRUST 2006-1
ACAS BUSINESS LOAN TRUST 2007-1
ACAS BUSINESS LOAN TRUST 2007-2
c/o American Capital, Ltd., as Servicer
2 Bethesda Metro Center
14th Floor
Bethesda, MD 20814

EX-10.5

Exhibit 10.5

FIRST LIEN PLEDGE AND SECURITY AGREEMENT

made by

GLOBAL MONITORING SYSTEMS, INC.

in favor of

AMERICAN CAPITAL FINANCIAL SERVICES, INC.,

as First Lien Agent

Dated as of January 1, 2006

First Lien Pledge and Security Agreement

FIRST LIEN PLEDGE AND SECURITY AGREEMENT

               THIS FIRST LIEN PLEDGE AND SECURITY AGREEMENT (this “Agreement”) dated as of, made by Global Monitoring Systems, Inc., a Delaware corporation (the “Grantor”), in favor of American Capital Financial Services, Inc., a Delaware corporation (“ACFS”), as administrative and collateral agent for the Secured Parties (as defined herein) (in such capacity, the “First Lien Agent”).

RECITALS:

               A. Reference is made to the guarantees dated as of the date hereof, made (i) by Grantor in favor of ACFS with respect to the debt obligations of Global Dosimetry Solutions, Inc. (“GDS”) (the “GDS Guaranty”); (ii) by Grantor in favor of ACFS with respect to the debt obligations of Dosimetry Acquisitions (U.S.), LLC (“Dosimetry”) and Grantor (the “Dosimetry Guaranty”), and (iii) by Grantor in favor of ACFS with respect to the debt obligations of IST Acquisitions, Inc. (“IST,” and together with GDS and Dosimetry, the “Borrowers”) and Parent (the “IST Guaranty,” and together with the Dosimetry Guaranty and the GDS Guaranty, the “Guarantees”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the GDS Guaranty.

               B. Pursuant to the Guarantees, the Grantor has agreed to guaranty the payment and performance of the obligations of each of the Borrowers under their respective debt instruments.

               C. In order to secure its performance of the Guarantees, the Grantor has agreed to grant to First Lien Agent, as collateral agent for the Secured Parties, a Lien on and security interest in all of the Grantor’s assets and properties, whether now or hereafter existing, owned or acquired, all pursuant to the terms of this Agreement.

               NOW, THEREFORE, for and in consideration of the covenants and provisions set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

SECTION 1. DEFINED TERMS

          1.1 Definitions. The following terms used herein shall have the meanings as defined in the Maryland UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, General Intangibles, Goods, Instruments, Inventory, Letter-of-Credit Rights and Supporting Obligations.

               The following terms shall have the following meanings:

          “Agreement” means this First Lien Pledge and Security Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

          “Collateral” has the meaning assigned to such term in Section 2.

          “Collateral Account” means any deposit account established by the First Lien Agent as provided in Section 5.1.

          “Copyrights” means (a) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished (including, without limitation, those listed in Schedule 5), all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office, and (b) the right to obtain all renewals thereof.

          “Copyright Licenses” means any written agreement naming the Grantor as licensor or licensee (including, without limitation, those listed in Schedule 5), granting any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

          “Deposit Account” means “deposit account” as such term is defined in the Uniform Commercial Code of any applicable jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution.

          “Excluded Assets” the collective reference to (i) any contract, General Intangible, Copyright License, Patent License or Trademark License (“Intangible Assets”), in each case to the extent the grant by the relevant Grantor of a security interest pursuant to this Agreement in the Grantor’s right, title and interest in such Intangible Asset (A) is prohibited by legally enforceable provisions of any contract, agreement, instrument or indenture governing such Intangible Asset, (B) would give any other party to such contract, agreement, instrument or indenture a legally enforceable right to terminate its obligations thereunder or (C) is permitted only with the consent of another party, if the requirement to obtain such consent is legally enforceable and such consent has not been obtained; provided, that in any event any Receivable or any money or other amounts due or to become due under any such contract, agreement, instrument or indenture shall not be Excluded Assets to the extent that any of the foregoing is (or if it contained a provision limiting the transferability or pledge thereof would be) subject to Section 9-406 of the Maryland UCC, and (ii) Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock” set forth in this Section 1.1.

          “Event of Default” means an event of default under any of the Guaranteed Obligations.

          “Foreign Subsidiary” means any Subsidiary organized under the laws of any jurisdiction outside the United States of America.

          “Foreign Subsidiary Voting Stock” means the voting Capital Stock of any Foreign Subsidiary.

          “Grantor Obligations” means with respect to the Grantor, the collective reference to all obligations and liabilities of the Grantor which may arise under or in connection with this Agreement (including, without limitation, Section 2), the Guarantees, in each case whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the First

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Lien Agent or to any Secured Party that are required to be paid by the Grantor pursuant to the terms of this Agreement).

          “Guaranteed Obligations” means the collective reference to (i) the obligations of the Grantor under the Guarantees and (ii) all other obligations and liabilities of the Grantors, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement (including, without limitation, all fees and disbursements of counsel to the First Lien Agent or to the Secured Parties that are required to be paid by the Grantor pursuant to the terms of this Agreement).

          “Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks and the Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

          “Intercompany Note” means any promissory note evidencing loans made by Grantor to any parent entity or any of its subsidiaries.

          “Investment Property” means the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the Maryland UCC (other than any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock” in this Section 1.1) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

          “Issuers” means the collective reference to each issuer of any Investment Property.

          “Maryland UCC” means the Uniform Commercial Code as from time to time in effect in the State of Maryland.

          “Patents” means (i) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof and all goodwill associated therewith, including, without limitation, any of the foregoing referred to in Schedule 5, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any of the foregoing referred to in Schedule 5, and (iii) all rights to obtain any reissues or extensions of the foregoing.

          “Patent License” means all agreements, whether written or oral, providing for the grant by or to the Grantor of any right to manufacture, use or sell any invention covered in whole or in part by a Patent, including, without limitation, any of the foregoing referred to in Schedule 5.

          “Pledged Collateral” has the meaning assigned to such term in Section 2.2(a).

          “Pledged Interests” means the limited liability company interests listed on Schedule 1, together with any other certificates, options or rights of any nature whatsoever in respect of the

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limited liability company interests of any Person that may be issued or granted to, or held by, the Grantor while this Agreement is in effect.

          “Pledged Notes” means all promissory notes listed on Schedule 1, all Intercompany Notes at any time issued to the Grantor and all other promissory notes issued to or held by the Grantor (other than promissory notes issued in connection with extensions of trade credit by the Grantor in the ordinary course of business).

          “Pledged Securities” means the collective reference to the Pledged Interests, Pledged Notes and the Pledged Stock.

          “Pledged Stock” means the shares of Capital Stock listed on Schedule 1, together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Person that may be issued or granted to, or held by, the Grantor while this Agreement is in effect; provided that in no event shall more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder.

          “Proceeds” means all “proceeds” as such term is defined in Section 9-102(a)(64) of the Maryland UCC on the date hereof and, in any event, including, without limitation, all dividends or other income from the Investment Property, collections thereon or distributions or payments with respect thereto.

          “Receivable” means any right to payment for goods sold, leased, licensed, assigned or otherwise disposed of, or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

          “Secured Parties” means the First Lien Agent and its successors and assigns.

          “Security Interest” has the meaning assigned to such term in Section 2.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Trademarks” means (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, including, without limitation, any of the foregoing referred to in Schedule 5, and (ii) the right to obtain all renewals thereof.

          “Trademark License” means any agreement, whether written or oral, providing for the grant by or to the Grantor of any right to use any Trademark, including, without limitation, any of the foregoing referred to in Schedule 5.

          1.2 Other Definitional Provisions. The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this

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Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified.

          The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

          Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to the Grantor’s Collateral or the relevant part thereof.

SECTION 2. GRANT OF SECURITY INTEREST

          2.1 Security Interest in Personal Property. The Grantor hereby mortgages, pledges, hypothecates, assigns and transfers to the First Lien Agent, and hereby grants to the First Lien Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a lien on and a continuing security interest (the “Security Interest”), in all of the following property now owned or at any time hereafter acquired by the Grantor or in which the Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Grantor Obligations:

(a)	all Accounts;
(b)	all Chattel Paper;
(c)	all Deposit Accounts;
(d)	all Documents;
(e)	all Equipment;
(f)	all General Intangibles;
(g)	all Instruments;
(h)	all Intellectual Property, together with all goodwill of the business connected with the use of, and symbolized by, each Trademark and each Trademark License;
(i)	all Inventory;
(j)	all Investment Property;
(k)	Vehicles;
(l)	all Letter-of-Credit Rights;
(m)	all Commercial Tort Claims to the extent they have been notified to the First Lien Agent pursuant to Section 4.12;

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          (n) all Goods and personal property not otherwise described above whether tangible or intangible and wherever located;

          (o) all books and records pertaining to the Collateral;

          (p) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing, all Supporting Obligations in respect of any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; and

          (q) all property of the Grantor held by the First Lien Agent or any other Secured Party, including all property of every description, in the possession or custody of or in transit to the First Lien Agent or such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of the Grantor or as to which the Grantor may have any right or power;

provided, that the Collateral shall not include any Excluded Assets or any leasehold interest of the Grantor.

          2.2 Pledge of Pledged Collateral.

          (a) The Grantor hereby assigns and pledges to the First Lien Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of the Grantor’s right, title and interest in, to and under (i) the Pledged Securities; (ii) subject to Section 5.3, all payments of dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon conversion of, and all other Proceeds received in respect of the Pledged Securities; (iii) subject to Section 5.3, all rights and privileges of the Grantor with respect to the securities and other property referred to in clauses (i) and (ii) above; and (iv) all Proceeds of any of the foregoing (the items in clauses (i) through (iv) above being collectively referred to as the “Pledged Collateral”);

          (b) The Grantor agrees to promptly deliver or cause to be delivered to First Lien Agent any and all Pledged Stock. Upon delivery to the First Lien Agent, (i) any Pledged Stock shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to First Lien Agent and by such other instruments and documents as the First Lien Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as First Lien Agent may reasonably request. Each delivery of Pledged Stock shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule 1 and made a part hereof; provided that the failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Collateral. Each schedule so delivered shall supplement any prior schedules so delivered.

          2.3 It being understood that the Security Interest is granted as security only and shall not subject the First Lien Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of the Grantor with respect to or arising out of the Collateral.

SECTION 3. REPRESENTATIONS AND WARRANTIES

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          3.1 Title; No Other Liens. The Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the First Lien Agent, for the ratable benefit of the Secured Parties, pursuant to this Agreement. It is understood and agreed that the Grantor may, as part of its business, grant licenses to third parties to use Intellectual Property owned or developed by the Grantor. For purposes of this Agreement and the other Transaction Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the First Lien Agent and each Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the First Lien Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

          3.2 Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) will constitute valid perfected security interests in all of the Collateral in favor of the First Lien Agent, for the ratable benefit of the Secured Parties, as collateral security for the Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of the Grantor and any Persons purporting to purchase any Collateral from the Grantor and (b) except as aforesaid, are prior to all other Liens on the Collateral in existence on the date hereof.

          3.3 Jurisdiction of Organization; Chief Executive Office. On the date hereof, the Grantor’s jurisdiction of organization, identification number from the jurisdiction of organization (if any), and the location of the Grantor’s chief executive office or sole place of business or principal residence, as the case may be, are specified on Schedule 2. The Grantor has furnished to the First Lien Agent a certified charter, certificate of incorporation or other organization document and good standing certificate as of a date which is recent to the date hereof.

          3.4 Inventory and Equipment. On the date hereof, the Inventory and the Equipment (other than mobile goods) are kept at the locations listed on Schedule 3.

          3.5 Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm Products.

          3.6 Investment Property.

          (a) The shares of Pledged Stock pledged by the Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Issuer owned by the Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer.

          (b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable.

          (c) The Pledged Interests constitute all the issued and outstanding limited liability company interests of each Issuer owned by the Grantor.

          (d) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject

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to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

          (e) Schedule 1 correctly sets forth the percentage of the issued and outstanding shares of each class of Capital Stock of the Issuer thereof represented by such Pledged Stock.

          (f) The Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person.

          (g) By virtue of the execution and delivery by the Grantor of this Agreement, when any Pledged Stock is delivered to the First Lien Agent in accordance with this Agreement, the First Lien Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Stock as security for the payment and performance of the Obligations; and

          (h) The pledge affected hereby is effective to vest in the First Lien Agent, for the benefit of the Secured Parties, the rights of the First Lien Agent in the Pledged Collateral as set forth herein.

          3.7 Receivables.

          (a) No material amount payable to the Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the First Lien Agent to the extent required by Section 4.2.

          (b) The amounts represented by the Grantor to the Secured Parties from time to time as owing to the Grantor in respect of the Receivables will at such times be accurate in all material respects.

          3.8 Intellectual Property.

          (a) On the date hereof, all material Intellectual Property of the Grantor described on Schedule 4 is valid, subsisting, unexpired and enforceable in accordance with its terms and applicable law, has not been abandoned and to Grantor’s knowledge, does not infringe the intellectual property rights of any other Person, except as would not be reasonably expected to have a Material Adverse Effect.

          (b) Except as set forth in Schedule 4, on the date hereof, none of the Intellectual Property is the subject of any licensing or franchise agreement pursuant to which the Grantor is the licensor or franchisor, except as would not be reasonably expected to have a Material Adverse Effect.

          (c) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or the Grantor’s rights in, any

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Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect

          (d) No action or proceeding is pending, or, to the knowledge of the Grantor, threatened, on the date hereof which, if adversely determined, would have a Material Adverse Effect.

SECTION 4. COVENANTS

               The Grantor covenants and agrees with the First Lien Agent that, from and after the date of this Agreement until the Guaranteed Obligations shall have been paid in full:

          4.1 Delivery of Instruments and Chattel Paper. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the First Lien Agent, duly indorsed in a manner satisfactory to the First Lien Agent, to be held as Collateral pursuant to this Agreement; provided that the Grantor shall not be obligated to deliver to the First Lien Agent any Instruments or Chattel Paper held by the Grantor at any time to the extent that the aggregate face amount of all such Instruments and Chattel Paper held by the Grantor at such time does not exceed $100,000.

          4.2 Maintenance of Insurance.

          (a) The Grantor will maintain, with financially sound and reputable companies, insurance policies (i) insuring the Inventory and Equipment against loss by fire, explosion, theft and such other casualties as may be reasonably satisfactory to the First Lien Agent and (ii) insuring the Grantor, the First Lien Agent and the Secured Parties against liability for personal injury and property damage relating to such Inventory and Equipment, such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the First Lien Agent and the Lenders.

          (b) All such insurance shall (i) provide that no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the First Lien Agent of written notice thereof, (ii) name the First Lien Agent as insured party or loss payee, (iii) if reasonably requested by the First Lien Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the First Lien Agent.

          4.3 Payment of Obligations. The Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of income or profits therefrom, as well as all claims of any kind (including, without limitation, claims for labor, materials and supplies) against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with respect thereto have been provided on the books of the Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein.

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          4.4 Maintenance of Perfected Security Interest; Further Documentation.

          (a) The Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever.

          (b) The Grantor will furnish to the First Lien Agent from time to time statements and schedules further identifying and describing the assets and property of the Grantor and such other reports in connection with the Collateral as the First Lien Agent may reasonably request, all in reasonable detail.

          (c) At any time and from time to time, upon the written request of the First Lien Agent, and at the sole expense of the Grantor, the Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the First Lien Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the Security Interests and (ii) in the case of Investment Property, Deposit Accounts and Letter of Credit Rights, taking any actions necessary to enable the First Lien Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

          (d) The Grantor shall have possession of the Collateral, except where as expressly otherwise provided in this Agreement or where the First Lien Agent chooses to perfect its security interest by possession in addition to the filing of a financing statement and other filing or recording documents or instruments with respect to the Collateral.

          (e) Except for statutory landlord liens regarding existing leases entered into by the Grantor, the Grantor agrees that it shall not permit any Collateral to be in the possession or control of any warehouseman, bailee, agent, landlord or processor at any time unless such warehouseman, bailee, agent, landlord or processor shall have been notified of the Security Interest and shall have acknowledged in writing, in form and substance satisfactory to the First Lien Agent, that such warehouseman, bailee, agent, landlord or processor holds the Collateral for the benefit of the First Lien Agent subject to the Security Interest and shall act upon the instructions of the First Lien Agent without further consent from the Grantor, and that such warehouseman, bailee, agent, landlord or processor further agrees to waive and release any Lien held by it with respect to such Collateral, whether arising by operation of law or otherwise.

          4.5 Changes in Name, etc. The Grantor will not, except upon 10 days’ prior written notice to the First Lien Agent and delivery to the First Lien Agent of all additional executed financing statements and other documents reasonably requested by the First Lien Agent to maintain the validity, perfection and priority of the Security Interest:

          (a) change its jurisdiction of organization or the location of its chief executive office or sole place of business or principal residence from that referred to in Section 3.3; or

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          (b) change its name.

          4.6 Notices. The Grantor will advise the First Lien Agent and the Lenders promptly, in reasonable detail, of:

          (a) any Lien (other than security interests created hereby) on any of the Collateral which would adversely affect the ability of the First Lien Agent to exercise any of its remedies hereunder; and

          (b) the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of the Collateral or on the Security Interest.

          4.7 Investment Property.

          (a) If the Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Securities, or otherwise in respect thereof, the Grantor shall accept the same as the agent of the First Lien Agent and the Secured Parties, hold the same in trust for the First Lien Agent and the Secured Parties and deliver the same forthwith to the First Lien Agent in the exact form received, duly indorsed by the Grantor to the First Lien Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Grantor and with, if the First Lien Agent so requests, signature guaranteed, to be held by the First Lien Agent, subject to the terms hereof, as additional collateral security for the Grantor Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the First Lien Agent to be held by it hereunder as additional collateral security for the Grantor Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property, or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the First Lien Agent, be delivered to the First Lien Agent to be held by it hereunder as additional collateral security for the Grantor Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by the Grantor, the Grantor shall, until such money or property is paid or delivered to the First Lien Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of the Grantor, as additional collateral security for the Grantor Obligations.

          (b) Without the prior written consent of the First Lien Agent, the Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, unless such securities are delivered to the First Lien Agent, concurrently with the issuance thereof, to be held by the First Lien Agent as Collateral, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property

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or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the Security Interest or (iv) enter into any agreement or undertaking restricting the right or ability of the Grantor or the First Lien Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof.

          (c) The Grantor shall cause such Issuer to execute and deliver to the First Lien Agent a signed instrument in the form of Annex I hereto.

          (d) The Grantor (i) confirms that none of the terms of any equity interest issued by an Issuer that is a partnership or a limited liability company provides that such equity interest is a “security” within the meaning of Sections 8-102 and 8-103 of the Maryland UCC (a “Security”), (ii) agrees that it will cause such Issuer to take no action to cause or permit any such equity interest to become a Security, (iii) agrees that it will cause such Issuer not to issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, the Grantor will instruct such Issuer to comply with instructions originated by the First Lien Agent without further consent by the Grantor.

          4.8 Receivables.

          (a) Other than in the ordinary course of business consistent with its past practice, the Grantor will not (i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable, (iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could adversely affect the value thereof.

          (b) The Grantor will deliver to the First Lien Agent a copy of each material demand, notice or document received by it that questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables.

          4.9 Intellectual Property.

          (a) The Grantor (either itself or through licensees) will (i) continue to maintain and preserve each Trademark material to its business, (ii) maintain the quality of products and services offered under such Trademark, (iii) use such Trademark with the appropriate notice of registration and all other notices and legends required by applicable Laws and (iv) not (and not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby such Trademark may become invalidated or impaired in any way.

          (b) The Grantor (either itself or through licensees) will not do any act, or omit to do any act, whereby any Patent material to its business may become forfeited, abandoned or dedicated to the public.

          (c) The Grantor (either itself or through licensees) (i) will employ each material Copyright and (ii) will not (and will not permit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby any material portion of the Copyrights

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may become invalidated or otherwise impaired. The Grantor will not (either itself or through licensees) do any act whereby any material portion of such Copyright may fall into the public domain.

          (d) The Grantor (either itself or through licensees) will not do any act that knowingly causes any material Intellectual Property to infringe the intellectual property rights of any other Person.

          (e) The Grantor will notify the First Lien Agent immediately if it knows, or has reason to know, that any application or registration relating to any Intellectual Property material to its business may become forfeited, abandoned or dedicated to the public, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country) regarding the Grantor’s ownership of, or the validity of, any Intellectual Property material to its business or the Grantor’s right to register the same or to own and maintain the same.

          (f) Whenever the Grantor, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, the Grantor shall report such filing to the First Lien Agent within five Business Days after the last day of the fiscal quarter in which such filing occurs. Upon request of the First Lien Agent, the Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the First Lien Agent may request to evidence the First Lien Agent’s and the Secured Parties’ security interest in any Copyright, Patent or Trademark and the goodwill and general intangibles of the Grantor relating thereto or represented thereby.

          (g) In the event that any material Intellectual Property is infringed, misappropriated or diluted by a third party and such action could reasonably be expected to have a Material Adverse Effect, the Grantor shall (i) take such actions as the Grantor shall reasonably deem appropriate under the circumstances to protect such Intellectual Property and (ii) notify the First Lien Agent after it learns thereof.

          4.10 Vehicles. (a) No Vehicle shall be removed from the state that has issued the certificate of title and/or ownership therefor for a period in excess of four (4) months.

          (b) Within 30 days after the date hereof, and, with respect to any Vehicles acquired by the Grantor subsequent to the date hereof, within thirty (30) days after the date of acquisition thereof, all applications for certificates of title and/or ownership indicating the Agent’s first priority security interest in the Vehicle covered by such certificate, and any other necessary documentation, shall be filed in each office in each jurisdiction which the Agent shall deem advisable to perfect its security interests in the Vehicles.

          4.11 Commercial Tort Claims. If the Grantor shall at any time commence a suit, action or proceeding with respect to any Commercial Tort Claim held by it with a value that the Grantor reasonably believes to be of $500,000 or more, the Grantor shall promptly notify the First Lien Agent thereof in a writing signed by the Grantor and describing the details thereof and shall grant

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to the First Lien Agent for the benefit of the Secured Parties in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the First Lien Agent.

SECTION 5. REMEDIAL PROVISIONS

          5.1 Certain Matters Relating to Receivables.

          (a) The First Lien Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default, to make test verifications of the Receivables in any manner and through any medium that it reasonably considers advisable, and the Grantor shall furnish all such assistance and information as the First Lien Agent may require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of Default, upon the First Lien Agent’s request and at the expense of the Grantor, the Grantor shall cause independent public accountants or others satisfactory to the First Lien Agent to furnish to the First Lien Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables.

          (b) Subject to Section 4.4, the First Lien Agent hereby authorizes the Grantor to collect the Grantor’s Receivables, subject to the First Lien Agent’s direction and control after the occurrence and during the continuance of an Event of Default, and the First Lien Agent may curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the First Lien Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by the Grantor, (i) shall be forthwith (and, in any event, within two Business Days) deposited by the Grantor in the exact form received, duly indorsed by the Grantor to the First Lien Agent if required, in a Collateral Account maintained under the sole dominion and control of the First Lien Agent, subject to withdrawal by the First Lien Agent for the account of the Secured Parties only as provided in Section 5.4, and (ii) until so turned over, shall be held by the Grantor in trust for the First Lien Agent and the Secured Parties, segregated from other funds of the Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit.

          (c) At the First Lien Agent’s request, the Grantor shall deliver to the First Lien Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders, invoices and shipping receipts.

          (d) At any time after the occurrence and during the continuance of an Event of Default, the Grantor will cooperate with the First Lien Agent to establish a system of lockbox accounts, under the sole dominion and control of the First Lien Agent, into which all Receivables shall be paid and from which all collected funds will be transferred to a Collateral Account.

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          5.2 Communications with Obligors: Grantors Remain Liable.

          (a) The First Lien Agent in its own name or in the name of others may at any time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to the First Lien Agent’s satisfaction the existence, amount and terms of any Receivables.

          (b) Upon the request of the First Lien Agent at any time after the occurrence and during the continuance of an Event of Default, the Grantor shall notify obligors on the Receivables that the Receivables have been assigned to the First Lien Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the First Lien Agent.

          (c) Anything herein to the contrary notwithstanding, the Grantor shall remain liable under each of the Receivables (or any agreement giving rise thereto) to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the First Lien Agent nor any Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the First Lien Agent or any Secured Party of any payment relating thereto, nor shall the First Lien Agent or any Secured Party be obligated in any manner to perform any of the obligations of the Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.

          5.3 Pledged Stock

          (a) Unless an Event of Default shall have occurred and be continuing and the First Lien Agent shall have given notice to the relevant Grantor of the First Lien Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), the Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the First Lien Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Guaranty or this Agreement.

          (b) If an Event of Default shall occur and be continuing and the First Lien Agent shall give notice of its intent to exercise such rights to the Grantor (i) the First Lien Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Grantor Obligations in the order set forth in Section 5.5, and (ii) any or all of the Pledged Securities shall be registered in the name of the First Lien Agent or its nominee, and the First Lien Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or

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otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the Grantor or the First Lien Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the First Lien Agent may determine), all without liability except to account for property actually received by it, but the First Lien Agent shall have no duty to the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

          (c) The Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by the Grantor hereunder to (i) comply with any instruction received by it from the First Lien Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Grantor, and the Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the First Lien Agent.

          5.4 Proceeds to be Turned Over to First Lien Agent. In addition to the rights of the First Lien Agent and the Secured Parties specified in Section 5.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by the Grantor consisting of cash, checks and Instruments shall be held by the Grantor in trust for the First Lien Agent and the Secured Parties, segregated from other funds of the Grantor, and shall, forthwith upon receipt by the Grantor, be turned over to the First Lien Agent in the exact form received by the Grantor (duly indorsed by the Grantor to the First Lien Agent, if required). All Proceeds received by the First Lien Agent hereunder shall be held by the First Lien Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the First Lien Agent in a Collateral Account (or by the Grantor in trust for the First Lien Agent and the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 5.5.

          5.5 Application of Proceeds. If an Event of Default shall have occurred and be continuing, at any time at the First Lien Agent’s election, the First Lien Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, in payment of the Grantor Obligations as follows:

          First, pro rata based on the aggregate principal amount outstanding among the Guaranteed Obligations.

          Second, to the Grantor or to such other Person as a court of competent jurisdiction may direct.

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          5.6 Code and Other Remedies. If an Event of Default shall occur and be continuing, the First Lien Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Grantor Obligations, all rights and remedies of a secured party under the Maryland UCC or any other applicable law. Without limiting the generality of the foregoing, the First Lien Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the First Lien Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The First Lien Agent or any Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Grantor, which right or equity is hereby waived and released. The Grantor further agrees, at the First Lien Agent’s request, to assemble the Collateral and make it available to the First Lien Agent at places which the First Lien Agent shall reasonably select, whether at the Grantor’s premises or elsewhere. The First Lien Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6 with respect to the Grantor’s Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral of the Grantor or in any way relating to the Collateral of the Grantor or the rights of the First Lien Agent and the Secured Parties hereunder with respect thereto, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the Grantor, in the order specified in Section 5.5, and only after such application and after the payment by the First Lien Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Maryland UCC, need the First Lien Agent account for the surplus, if any, to the Grantor. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the First Lien Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

          5.7 Registration Rights.

          (a) If the First Lien Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 5.6, and if in the opinion of the First Lien Agent it is necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the First Lien Agent, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts

17

to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the First Lien Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the First Lien Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.

          (b) The Grantor recognizes that the First Lien Agent may be unable to effect a public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers that will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The First Lien Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.

          (c) The Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 5.7 valid and binding and in compliance with any and all other applicable Laws. The Grantor further agrees that a breach of any of the covenants contained in this Section 5.7 will cause irreparable injury to the First Lien Agent and the Secured Parties, that the First Lien Agent and the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 5.7 shall be specifically enforceable against the Grantor, and the Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred.

          5.8 Deficiency. The Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Grantor Obligations and the fees and disbursements of any attorneys employed by the First Lien Agent or any Secured Party to collect such deficiency.

SECTION 6. THE AGENT

          6.1 First Lien Agent’s Appointment as Attorney-in-Fact, etc.

          (a) The Grantor hereby irrevocably constitutes and appoints the First Lien Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Grantor

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and in the name of the Grantor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, the Grantor hereby gives the First Lien Agent the power and right, on behalf of the Grantor, without notice to or assent by the Grantor, to do any or all of the following:

                    (i) in the name of the Grantor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the First Lien Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;

                    (ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the First Lien Agent may request to evidence the First Lien Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and general intangibles of the Grantor relating thereto or represented thereby;

                    (iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;

                    (iv) execute, in connection with any sale provided for in Section 5.6 or 5.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral;

                    (v) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly to the First Lien Agent or as the First Lien Agent shall direct;

                    (vi) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;

                    (vii) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral;

                    (viii) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral;

                    (ix) defend any suit, action or proceeding brought against the Grantor with respect to any Collateral;

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                    (x) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the First Lien Agent may deem appropriate;

                    (xi) assign any Copyright, Patent or Trademark (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the First Lien Agent shall in its sole discretion determine;

                    (xii) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the First Lien Agent were the absolute owner thereof for all purposes, and do, at the First Lien Agent’s option and the Grantor’s expense, at any time, or from time to time, all acts and things that the First Lien Agent deems necessary to protect, preserve or realize upon the Collateral and the First Lien Agent’s and the Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as the Grantor might do; and

                    (xiii) license or sublicense whether on an exclusive or non-exclusive basis, any Intellectual Property for such term and on such conditions and in such manner as the First Lien Agent shall in its sole judgment determine and, in connection therewith, the Grantor hereby grants to the First Lien Agent for the benefit of the Secured Parties a royalty-free, world-wide irrevocable license of its Intellectual Property.

               Notwithstanding anything in this Section 6.1(a) to the contrary, the First Lien Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.

               (b) If the Grantor fails to perform or comply with any of its agreements contained herein, the First Lien Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.

               (c) The Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the Security Interest is released.

               (d) Notwithstanding anything to the contrary in this Section 6, the First Lien Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6 unless it does so in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement.

          6.2 Duty of First Lien Agent. The First Lien Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Maryland UCC or otherwise, shall be to deal with it in the same manner as the First Lien Agent deals with similar property for its own account. Neither the First Lien Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of

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the Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the First Lien Agent and the Secured Parties hereunder are solely to protect the First Lien Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the First Lien Agent or any Secured Party to exercise any such powers. The First Lien Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to the Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

          6.3 Authorization of Financing Statements. Pursuant to any applicable law, the Grantor authorizes the First Lien Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of the Grantor in such form and in such offices as the First Lien Agent determines appropriate to perfect the Security Interests. The Grantor authorizes the First Lien Agent to use the collateral description “all personal property,” other than the Excluded Assets, or “all assets,” other than the Excluded Assets, in any such financing statements. The Grantor hereby ratifies and authorizes the filing by the First Lien Agent of any financing statement with respect to the Collateral made prior to the date hereof.

          6.4 Authority of First Lien Agent. The Grantor acknowledges that the rights and responsibilities of the First Lien Agent under this Agreement with respect to any action taken by the First Lien Agent or the exercise or non-exercise by the First Lien Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement, as between the First Lien Agent and the Grantors, the First Lien Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 7. MISCELLANEOUS

          7.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Grantor and the First Lien Agent.

          7.2 Notices. All notices, requests and demands to or upon the First Lien Agent or the Grantor hereunder shall be effected in the manner provided for in Section 11 of the applicable Guaranty.

          7.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the First Lien Agent nor any Secured Party shall by any act (except by a written instrument pursuant to Section 7.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the First Lien Agent or any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the First Lien Agent or any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to

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any right or remedy which the First Lien Agent or such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

          7.4 Enforcement Expenses; Indemnification.

          (a) The Grantor agrees to pay, or reimburse each Secured Party and the First Lien Agent for, all its costs and expenses incurred in collecting against the Grantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement or the Guarantees.

          (b) The Grantor agrees to pay, and to save the First Lien Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

          (c) The Grantor agrees to pay, and to save the First Lien Agent and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement.

          (d) The agreements in this Section shall survive repayment of the Guaranteed Obligations and all other amounts payable under the Guarantees.

          7.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of the Grantor and shall inure to the benefit of the First Lien Agent and the Secured Parties and their successors and assigns; provided that the Grantor may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the First Lien Agent.

          7.6 Set-Off. The Grantor hereby irrevocably authorizes the First Lien Agent and each Secured Party at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to the Grantor, any such notice being expressly waived by the Grantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the First Lien Agent or such Secured Party to or for the credit or the account of the Grantor, or any part thereof in such amounts as the First Lien Agent or such Secured Party may elect, against and on account of the obligations and liabilities of the Grantor to the First Lien Agent or such Secured Party hereunder and claims of every nature and description of the First Lien Agent or such Secured Party against the Grantor, in any currency, as the First Lien Agent or such Secured Party may elect, whether or not the First Lien Agent or any Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The First Lien Agent and each Secured Party shall notify the Grantor promptly of any such set-off and the application made by the First Lien Agent or such Secured Party of the proceeds thereof, provided that the failure to give such notice shall

22

not affect the validity of such set-off and application. The rights of the First Lien Agent and each Secured Party under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the First Lien Agent or such Secured Party may have.

          7.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

          7.8 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          7.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

          7.10 Integration. This Agreement and the Guarantees represent the agreement of the Grantors, the First Lien Agent and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the First Lien Agent or any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the Guarantees.

          7.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MARYLAND.

          7.12 Submission To Jurisdiction; Waivers. The Grantor hereby irrevocably and unconditionally:

          (a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Transaction Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the State of Maryland, the courts of the United States of America sitting in the State of Maryland, and appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

          (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Grantor at the notice address provided in the Guaranty;

23

          (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

          (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

          7.13 Acknowledgements. The Grantor hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the Guarantees;

          (b) neither the First Lien Agent nor any Secured Party has any fiduciary relationship with or duty to the Grantor arising out of or in connection with this Agreement or any of the other Transaction Documents, and the relationship between the Grantors, on the one hand, and the First Lien Agent and Secured Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

          (c) no joint venture is created hereby or by the Guarantees or otherwise exists by virtue of the transactions contemplated hereby among the Secured Parties or among the Grantors and the Secured Parties.

          7.14 Releases.

          (a) At such time as the Guaranteed Obligations shall have been paid in full, the Collateral shall be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the First Lien Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such payment and termination, the First Lien Agent shall deliver to such Grantor any Collateral held by the First Lien Agent hereunder, and execute and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.

          (b) If any of the Collateral shall be sold, transferred or otherwise disposed of by the Grantor in a transaction permitted by the Guaranty, then the First Lien Agent, at the request and sole expense of the Grantor, shall execute and deliver to the Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral.

          7.15 WAIVER OF JURY TRIAL. THE GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE AGENT AND EACH SECURED PARTY, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

*     *     *

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     IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

GLOBAL MONITORING SYSTEMS, INC.
By:	/s/ Thomas D. Logan
	Name:	Thomas D. Logan
	Title:

GMS Pledge and Security Agreement Signature Page

Schedule 1
to
First Lien Pledge and Security Agreement

DESCRIPTION OF PLEDGED SECURITIES

Pledged Stock:

			No. of	% of Issued and
			Authorized	Outstanding
Grantor	Issuer	Class of Stock	Shares	Shares
Global Monitoring Systems, Inc.	Global Dosimetry Solutions, Inc.				100	%

Pledged Interests:

		% of
		Outstanding
Grantor	Issuer	Interests
Global Monitoring Systems, Inc.	Dosimetry Acquisitions (U.S.), LLC		100	%
Global Monitoring Systems, Inc.	IST LLC		100	%

Pledged Notes:

None

Schedule 2
to
First Lien Pledge and Security Agreement

FILINGS AND OTHER ACTIONS
REQUIRED TO PERFECT SECURITY INTERESTS

Uniform Commercial Code Filings:

§ Global Monitoring Systems, Inc.: Delaware Secretary of State

Copyright, Patent and Trademark Filings:

Filing of the Trademark Security Agreement with the U.S. Patent and Trademark Office.

Other actions with respect to perfection:

Delivery to the Agent of the original certificates representing the Pledged Stock.

Schedule 3
to
First Lien Pledge and Security Agreement

JURISDICTION OF ORGANIZATION, IDENTIFICATION NUMBER AND
LOCATION OF CHIEF EXECUTIVE OFFICE

	Jurisdiction of		Location of Chief
Grantor	Organization	Identification No.	Executive Office
Global Monitoring Systems, Inc.	Delaware		[there isn’t one yet]

Schedule 4
to
First Lien Pledge and Security Agreement

LOCATIONS OF INVENTORY AND EQUIPMENT

NONE

Schedule 5
to
First Lien Pledge and Security Agreement

INTELLECTUAL PROPERTY

NONE

Annex I
to
First Lien Pledge and Security Agreement

ACKNOWLEDGEMENT AND CONSENT

     The undersigned hereby acknowledges receipt of a copy of the First Lien Pledge and Security Agreement dated as of January 1, 2006 (the “Agreement”), made by the Grantor party thereto for the benefit of American Capital Financial Services, Inc., as agent (the “First Lien Agent”). The undersigned agrees for the benefit of the First Lien Agent and the Lenders as follows:

     1. The undersigned will be bound by the terms of the Agreement and will comply with such terms insofar as such terms are applicable to the undersigned.

     2. The undersigned will notify the First Lien Agent promptly in writing of the occurrence of any of the events described in Section 4.8(a) of the Agreement.

     3. The terms of Sections 4.8, 5.3(a) and 5.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it, or prohibited, pursuant to Section 4.8, 5.3 or 5.7 of the Agreement.

[NAME OF ISSUER]

By

Name:

Title:

EX-10.7

Exhibit 10.7

INVESTMENT BANKING SERVICES AGREEMENT

BETWEEN

AMERICAN CAPITAL FINANCIAL SERVICES, INC.,

AND

GLOBAL MONITORING SYSTEMS, INC.

December 22, 2005

CONTACTS:

American Capital Financial Services, Inc.
461 Fifth Avenue
26th Floor
New York, NY 10017
(212) 213-2009
(212) 213-2060

Robert Klein, Principal

Dustin Smith, Vice President

(c) 2002 American Capital Financial Services, Inc.

INVESTMENT BANKING SERVICES AGREEMENT

     This Investment Banking Services Agreement (the “Agreement”) is made as of this 22nd day of December, 2005 (the “Execution Date”), between Global Monitoring Systems, Inc., a Delaware corporation (together with its subsidiaries, the “Company”) and American Capital Financial Services, Inc., a Delaware corporation with its principal place of business in Bethesda, Maryland (“ACFS”), to be effective as of December 22, 2005 (the “Effective Date”).

A. INTRODUCTION

1.	Whereas, the Company is primarily engaged in the business of, among other things, Dosimetry services and is owned by an affiliate of ACFS, American Capital Strategies, Ltd. (“ACAS”);
2.	Whereas, the Company wishes to enter into a comprehensive investment banking agreement under which it will commit to employ ACFS as financial advisor in any acquisition, sale, merger or financing transactions entered into by the Company and in other financial advisory work, including valuation, structuring and negotiating, which ACFS is qualified to perform;
3.	Whereas, ACFS has represented to the Company that it has expertise and experience in such work; and
4.	Whereas, the Company wishes to enter into this Agreement with ACFS on the terms provided for herein.

     NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and intending to be legally bound hereby, the parties hereby agree as follows:

B. SCOPE OF THE AGREEMENT

This Agreement relates to investment banking services, which shall be defined as follows (and such definitions shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

1.	“Acquisition Transactions” shall mean the acquisition by the Company of any other business whether by purchase of stock or assets in cash sale or for other consideration, or by merger in which the Company is substantially the surviving entity.
2.	“Sale Transactions” shall mean sale of all or part of the equity or assets of the Company in a cash sale or for other consideration, or by a merger in which the Company is not substantially the surviving entity.
3.	“Financing Transaction” shall mean the sale of any equity or debt securities by the Company.

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4. “Close” or “Closing” shall mean the day on which any Acquisition, Sale or Financing Transaction (each, sometimes referred to herein as a “Transaction”) occurs.

C. RESPONSIBILITIES OF ACFS

     ACFS will perform the following work as the Company’s exclusive agent:

1.	RAISING FINANCING
	ACFS will, if the Company chooses to use an agent for such purpose, assist the Company in placing any equity or debt securities.
2.	ACQUISITION AND MERGER TRANSACTIONS
	ACFS will assist the Company in researching, evaluating, initiating, structuring and closing any potential Transaction.
3.	FINANCIAL ANALYSIS
	As appropriate, ACFS will assist the Company in gathering and reviewing data to build a financial model (“Model”) of the Company, and in using such a Model to evaluate the Company and any proposed Transaction. The Model will integrate historical financial performance of the Company with projections subsequent to any Transaction, and will include a detailed income statement, balance sheet, cash flow statement, valuation, and a detailed set of assumptions.
	The Model will assist in evaluating the capital requirements of the Company; potential merger and acquisition synergies; and the impact of any Transaction on shareholder value and liquidity.
4.	MANAGEMENT AND BOARD OF DIRECTORS
	ACFS will make continuing reports to the Company’s management and Board of Directors regarding its work for the Company, as requested.
5.	STOCKHOLDER COMMUNICATIONS
	ACFS will assist the Company in communicating with, educating, and informing its stockholders about any potential Transaction.
6.	COORDINATION
	ACFS will assist the Company in coordinating the financial institutions, legal counsel, valuation firms, accountants, and any other professional advisors who may be required for a Transaction.

D. REPORTING

ACFS and the Company will inform each other on a timely basis of any and all material developments regarding matters to which this Agreement pertains, throughout the life of this Agreement.

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E. AUTHORITY OF ACFS

ACFS understands and agrees that it is not a general agent for the Company, and it is not granted any right or authority to assume or to create any obligation or responsibility or to make any representation or warranty on behalf of or in the name of the Company, or to bind the Company in any manner whatsoever.

F. FEES AND EXPENSES

1.	EXPENSES
	The Company will reimburse ACFS for all reasonable out-of-pocket expenses that ACFS may incur under this Agreement from the Effective Date to any Close or the earlier abandonment or termination of any Transaction. Such expenses will include travel, telephone, courier, postage, printing and other expenses incurred by ACFS in the performance of its work under this Agreement (the “Expenses”).
	If this Agreement is Terminated (as defined below) pursuant to the terms of this Agreement, all Expenses owed shall be paid to ACFS at the time of the Termination.
2.	MANAGEMENT FEE
	For so long as ACAS has an investment in any of the Company’s debt or equity securities, the Company shall pay to ACFS an annual Management Fee for each calendar year commencing on the date hereof equal to $1,625,000. The Management Fee will be payable quarterly in advance. If any monthly installment of the Management Fee is not paid when due because of prohibitions in any credit agreement to which the Company is a party, such fee shall accrue and become payable promptly at such time as such payment is not so prohibited.
3.	PERFORMANCE FEES
	Upon Closing of any Transaction, the Company will pay ACFS, in cash, performance fee(s) (the “Performance Fee”) according to the following schedule:

a)	Acquisition Structuring Fee
	Upon Closing of an Acquisition Transaction the Company will pay ACFS a “Structuring Fee” equal to the sum of:
	Five percent (5%) of the first two million dollars of the purchase price of the assets or equity of the business purchased or acquired by merger plus the value of any existing debt assumed from the purchased business (together, the “Purchase Price”); plus
	Four percent (4%) of the second two million dollars of the Purchase Price; plus
	Three percent (3%) of the third two million dollars of the Purchase Price; plus

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	Two percent (2%) of the fourth two million dollars of the Purchase Price; plus
	One percent (1%) of the Purchase Price in excess of $8 million dollars (the entire above calculation is referred to herein as the “Double Lehman Formula”);
	Example:
	In a Transaction in which the Company pays $5 million for the equity of a business, and assumes $7 million in debt of the business, the Purchase Price shall be calculated to equal $12,000,000 and the Structuring Fee shall be equal to 5% x $2,000,000 plus 4% times $2,000,000 plus 3% times $2,000,000, plus 2% times $2,000,000 plus 1% times $4,000,000, or $320,000.
b)	Financing Fees
	Upon Closing of a Financing Transaction (including any Financing Transaction closed in conjunction with an Acquisition Transaction), the Company will pay ACFS a “Financing Fee” equal to the sum of the following computations:

(1)	Two percent (2%) of any new indebtedness incurred by the Company and secured by a first lien on any securities or assets of the Company (“Senior Financing”); plus
(2)	Three percent (3.0%) of any new indebtedness incurred by the Company and subordinated with respect to rights in liquidation or with respect to rights to payment of either interest or principal, to the Senior Financing, whether or not secured (“Subordinated Financing”); plus
(3)	Four percent (4.0%) of any equity invested in the Company (“Equity”);

c)	Sale Fees
	Upon Closing of a Sale Transaction, the Company will pay ACFS a “Sale Fee” equal to the sum of the computations below:

(1)	Five percent (5%) of the first $2 million of Capital (as defined below);
(2)	Four percent (4%) of the second $2 million of Capital;
(3)	Three percent (3%) of the third $2 million of Capital;
(4)	Two percent (2%) of the fourth $2 million of Capital;
(5)	One percent (1%) of any additional Capital;

d)	Definition of Capital
	“Capital” shall be defined as follows:

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(1) Non-Change of Control Transaction

(a)	Stock Transaction
	In any Transaction in which less than 50% of the voting stock of the Company is acquired by a purchaser, “Capital” shall equal the fair market value (“FMV”) of the consideration paid or committed for such stock, whether the stock was newly issued by the Company or sold by stockholders (“Stockholders”) of the Company; or
(b)	Debt Placement
	In any Transaction in which less than 50% of the voting stock of the Company is acquired by a purchaser or in which no equity is sold, “Capital” shall equal the FMV of any debt committed to the Company or any liabilities of the Company assumed by a purchaser.

(2) Change of Control Transaction

(a)	Stock Transaction
	In any Transaction in which 50% or more of the voting stock of the Company is acquired by a purchaser, “Capital” shall equal the FMV of the consideration paid or committed for such stock and all other securities purchased, whether the stock or other securities were newly issued by the Company or sold by Stockholders, plus the FMV of the liabilities of the Company; or
(b)	Asset Transaction
	In any Transaction in which 50% or more of the assets of the Company are acquired by a purchaser, “Capital” shall equal the FMV of the consideration paid or committed for such assets.

(3)	Merger Transaction
	In any Transaction that is implemented through a merger or business combination, “Capital” shall equal the FMV of the Company’s equity plus the FMV of the Company’s liabilities.

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G. TERMINATION

The Company may terminate this Agreement (the “Termination”) at any time by written notice to ACFS provided that, at the time of Termination, ACAS does not have an investment in any of the Company’s debt or equity securities. From the date of the Termination, ACFS will not be required to perform any services for the Company and will not incur additional Expenses under this Agreement. A Termination shall not otherwise limit any of ACFS’s rights set forth in this Agreement including rights to compensation under paragraph F of this Agreement in the event that a Transaction occurs at any time in a period of eighteen (18) months following the Termination of this Agreement. Notwithstanding the preceding sentence, ACFS’ rights under paragraph F.2 shall survive as long as ACAS has an investment in any of the Company’s debt or equity securities.

H. INDEMNIFICATION OF ACFS

ACFS is not providing and does not represent that it is providing the Company with financial planning or investment advice within the meaning of the Investment Advisers Act of 1940, as amended. Nor does any information provided by ACFS constitute legal advice or legal opinion. The Company acknowledges that ACFS makes no representation that any Financing can be successfully raised by ACFS for a Transaction or that a Transaction can be consummated.

The Company agrees to indemnify and cause any company surviving any Transaction to indemnify and hold harmless ACFS and its affiliates, employees and agents, and their respective successors and assigns (together with ACFS, the “Indemnified Parties” and each, an “Indemnified Party”), to the maximum extent lawful, from and against any losses, claims, damages, liabilities or expenses (or actions in respect thereof) which (i) are related to or arise out of this Agreement or any Transaction and (ii) challenge or put in issue the accuracy or completeness of information or data provided to any Indemnified Party by the Company, its agents or employees and reflected in any report, study, presentation, recommendation or conclusion issued by any Indemnified Party. In any case where an indemnification obligation arises under the preceding sentence, the Company will reimburse each Indemnified Party for all expenses (including counsel fees) as they are incurred by such Indemnified Party in connection with investigating, preparing or defending any such action or claim, whether or not in connection with pending or threatened litigation to which any Indemnified Party is a party.

The Company will not, however, be responsible for any losses, claims, damages, liabilities or expenses of any Indemnified Party to the extent such losses, claims, damages, liabilities or expenses are finally judicially determined to have resulted from the bad faith or gross negligence of such Indemnified Party. The Company agrees that no Indemnified Party shall have any liability to the Company for, or in connection with, this Agreement except that ACFS may be liable to the extent any such liability for losses, claims, damages, liabilities or expenses incurred by the Company results from the bad faith or negligence of ACFS or its representatives. The foregoing shall be in addition to

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any rights that ACFS or its representatives may have at common law or otherwise, including, but not limited to, any right to contribution.

If any action or proceeding shall be brought or asserted against any Indemnified Party in respect of which indemnity may be sought from the Company, ACFS shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Parties and the payment of all expenses. The Indemnified Parties shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Parties unless:

1.	the Company has agreed to pay such fees and expenses;
2.	the Company shall have failed to assume the defense of such action or proceeding on a timely basis with counsel satisfactory to the Indemnified Parties for the purposes of such defense; or
3.	ACFS shall have reasonably concluded and notified the Company that the representation of the Company and any Indemnified Party by the same counsel is inappropriate due to actual or potential differing interests between them.

The Company shall not be liable for any settlement of any such action or proceeding effected without the Company’s written consent, but if settled with the Company’s consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement or judgment. No action or proceeding covered by this Paragraph H the defense of which has been assumed by the Company may be settled without the consent of any Indemnified Party affected thereby unless such settlement includes the full unconditional release of such Indemnified Party without liability, admission of liability or other adverse affect.

I. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

The Company represents, warrants and covenants as follows:

1.	This Agreement has been duly authorized and executed on behalf of the Company and is a valid and binding obligation of the Company and enforceable against it in accordance with its terms.
2.	The obligations of the Company under this Agreement shall be binding upon any successor, subsidiary or assign of the Company.

J. INDEMNIFICATION OF THE COMPANY

ACFS agrees to indemnify the Company against any liability for losses, claims, damages, liabilities or expenses incurred by the Company to the extent such losses, claims,

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liabilities or expenses result from the bad faith or gross negligence of ACFS or its representatives.

K. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ACFS

ACFS represents, warrants and covenants that it shall act in accordance with applicable securities laws while performing its obligations under this agreement.

L. LAWS GOVERNING

The construction and interpretation of this Agreement and the rights of the parties to this Agreement shall be governed by the laws of the State of Maryland.

M. CAPTIONS

The captions of the paragraphs hereof are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

N. ARBITRATION

All claims, demands, disputes, controversies, differences, or misunderstandings between the parties relating to this Agreement shall be settled by arbitration, in accordance with the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator or arbitrators may be entered and enforced in any court having jurisdiction, and jurisdiction to be in no way limited by the paragraph entitled “Laws Governing” hereof.

O. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be an original instrument of the party executing the same, but all of which together shall constitute one and the same Agreement.

P. SEVERABILITY

Should any provisions of this Agreement, or portions hereof, be found to be invalid by any court of competent jurisdiction, the remainder of this Agreement shall nonetheless remain in full force and effect.

Q. CORPORATE OBLIGATION

The obligations of ACFS are solely corporate obligations, and no officer, director, employee, agent, shareholder or controlling person shall, as a result of ACFS’ obligations hereunder, be subjected to any personal liability whatsoever to any person, nor will any such claim be asserted by or on behalf of any party to this Agreement.

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R. MISCELLANEOUS

Subsequent to any Transaction, ACFS shall have the right to use and disclose the name and logo of the Company, the services provided by ACFS under this Agreement and the size and description of the Transaction in ACFS’ marketing and promotional materials.

S. NOTICES

All notices hereunder shall be in writing, postage prepaid, addressed to the parties at the addresses set forth below:

1.	GLOBAL MONITORING SYSTEMS, INC.
	C/O AMERICAN CAPITAL FINANCIAL SERVICES, INC.
	461 FIFTH AVENUE, 26TH FLOOR
	NEW YORK, NY 10017
	Fax: (212) 213-2060
	Attention: Dustin Smith
2.	AMERICAN CAPITAL FINANCIAL SERVICES, INC.
	461 FIFTH AVENUE, 26TH FLOOR
	New York, NY 10017
	Fax: (212) 213-2060
	Attention: Dustin Smith

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     IN WITNESS WHEREOF, the parties below have caused this Investment Banking Services Agreement to be executed as of the day and year first written above.

AMERICAN CAPITAL FINANCIAL SERVICES, INC.
By:	/s/ Robert Klein
	Name:	Robert Klein
	Title:	Principal
GLOBAL MONITORING SYSTEMS, INC.
By:	/s/ Thomas Logan
	Name:	Thomas Logan
	Title:	President

Signature page to Investment Banking Agreement

EX-10.11

Exhibit 10.11

Mirion Technologies, Inc.

2006 Stock Plan

Effective as of December 22, 2005

TABLE OF CONTENTS

		Page No.
SECTION 1.	PURPOSE		1
SECTION 2.	ADMINISTRATION		1
a.	Committees		1
b.	Authority of the Board of Directors		1
SECTION 3.	STOCK SUBJECT TO PLAN		1
a.	Basic Limitation		1
b.	Additional Shares		2
c.	Acquisitions		2
SECTION 4.	GENERAL TERMS		2
a.	Eligibility		2
b.	Nontransferability		2
c.	Withholding Requirements		2
d.	No Retention Rights		2
SECTION 5.	OPTIONS		2
a.	Stock Option Agreement		2
b.	Number of Shares		3
c.	Exercise Price		3
d.	Vesting		3
e.	Exercisability		3
f.	Basic Term		3
g.	Termination of Service (Except for Cause)		3
h.	Termination for Cause		3
i.	Leaves of Absence		4
j.	No Rights as a Stockholder		4
k.	Modification, Extension and Assumption of Options		4
SECTION 6.	PAYMENT FOR SHARES		4
a.	General Rule		4
b.	Cashless Exercise		4
c.	Other Methods of Payment for Shares		4
SECTION 7.	ADJUSTMENT OF SHARES		4
a.	General		4

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		Page No.
b.	Mergers and Consolidations		5
c.	Reservation of Rights		5
SECTION 8.	SECURITIES LAW REQUIREMENTS		5
SECTION 9.	DURATION AND AMENDMENTS		6
a.	Term of the Plan		6
b.	Right to Amend or Terminate the Plan		6
c.	Effect of Amendment or Termination		6
SECTION 10.	DEFINITIONS		6
a.	“Award”		6
b.	“Board of Directors”		6
c.	“Cause”		6
d.	“Code”		7
e.	“Committee”		7
f.	“Company”		7
g.	“Consultant”		7
h.	“Director”		7
i.	“Disability”		7
j.	“Employee”		7
k.	“Exercise Price”		7
1.	“Fair Market Value”		7
m.	“Initial Public Offering”		7
n.	“Nonstatutory Option”		7
o.	“Option”		7
p.	“Participant”		7
q.	“Plan”		8
r.	“Purchase Price”		8
s.	“Service”		8
t.	“Share”		8
u.	“Stock Option Agreement”		8
v.	“Stockholders Agreement”		8
SECTION 11.	MISCELLANEOUS		8
a.	Choice of Law		8
b.	Stockholders Agreement		8

ii 

		Page No.
c.	Execution		8

iii 

Mirion Technologies, Inc.
2006 Stock Plan

SECTION 1. PURPOSE.

This Plan provides for the grant of Options to purchase Shares. The purpose of this Plan is to attract and retain the best available personnel, to provide additional incentive to persons who provide services to the Company or its affiliates, to promote the success of the Company’s business and to provide the grant of Options to purchase Shares in amounts equal to and on similar terms as the options provided to persons who provided services to the Company or its affiliates prior to the Restructuring. Unless the context otherwise requires, capitalized terms used herein are defined in Section 10.

SECTION 2. ADMINISTRATION.

a. Committees. The Plan shall be administered by the Board of Directors or, at its election, by one or more Committees consisting of one or more members who have been appointed by the Board of Directors. Each Committee shall have such authority and be responsible for such functions as may be delegated to it by the Board of Directors, and any reference to the Board of Directors in the Plan shall be construed as a reference to the Committee (if any) to whom the Board of Directors has delegated the relevant function. If no Committee has been appointed, the entire Board of Directors shall administer the Plan.

b. Authority of the Board of Directors. The Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration and operation of the Plan, including a review of any decision, interpretation or other action by a Committee. All decisions, interpretations and other actions of the Board of Directors or, in the absence of any action by the Board of Directors, any Committee shall be final and binding on all Participants and other persons deriving their rights from a Participant. Without limiting the generality of the foregoing, the Board of Directors may, in its sole discretion, clarify, construe or resolve any ambiguity in any provision of the Plan or any Stock Option Agreement, accelerate vesting or exercisability of Awards, extend the term or period of exercisability of any Awards, modify the Purchase Price or Exercise Price under any Award, or waive any terms or conditions applicable to any Award; provided, however, that no action taken by the Board of Directors shall adversely affect in any material respect the rights granted to any Participant under any outstanding Award without the Participant’s written consent.

SECTION 3. STOCK SUBJECT TO PLAN.

a. Basic Limitation. Shares offered under the Plan may be authorized but unissued Shares or treasury Shares. The aggregate number of Shares that may be issued under the Plan (upon exercise of Options or other rights to acquire Shares) shall not exceed 91,600 Shares. The number of Shares is subject to adjustment pursuant to Section 7. The number of Shares that are subject to Options outstanding at any time under the Plan shall not exceed the number of Shares that then remain available for issuance under the Plan.

b. Additional Shares. In the event that any outstanding Option or other right to acquire Shares expires, is cancelled or otherwise terminated, the Shares allocable to the unexercised portion of such Option or other right shall again be available for the purposes of the Plan.

c. Acquisitions. In connection with the acquisition of any business by the Company or any of its affiliates, any outstanding grants, awards or sales of options or other similar rights pertaining to such business may be assumed or replaced by Options under the Plan upon such terms and conditions as the Board of Directors determines. The date of any such grant or award shall relate back to the date of the initial grant or award being assumed or replaced, and service with the acquired business shall constitute service with the Company and its affiliates for purposes of such grant or award. Any Shares underlying any grant, award or sale pursuant to any such acquisition shall be disregarded for purposes of applying and shall not reduce the number of Shares available under Section 3(a) above.

SECTION 4. GENERAL TERMS.

a. Eligibility. The Board of Directors or any committee designated thereby is authorized to grant Options to Employees, Directors and Consultants.

b. Nontransferability. No Option or other right to acquire Shares, may be transferred, assigned, pledged or hypothecated by any Participant during the Participant’s lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process, except by beneficiary designation, will or the laws of descent and distribution. Subject to the limitations contained in this Section, an Option or other right to acquire Shares under the Plan, may be exercised during the lifetime of the Participant only by the Participant or by the Participant’s guardian or legal representative. Such Option or other right shall not be transferable and shall be exercisable only by the Participant to whom such right was granted, except in the case of a transfer by the Participant to its affiliate with the prior written consent of the Board of Directors in its discretion. Shares issued upon exercise of an Option may be subject to such restrictions as are set forth in the applicable Stock Option Agreement or the Stockholders Agreement.

c. Withholding Requirements. As a condition to the receipt or purchase of Shares pursuant to the exercise of an Option, a Participant shall make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding obligations that may arise in connection with such receipt or purchase.

d. No Retention Rights. Nothing in the Plan or in any award granted under the Plan shall confer upon a Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause.

SECTION 5. OPTIONS.

a. Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Participant and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms

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and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

b. Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 7.

c. Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price under any Option shall be determined by the Board of Directors in its sole discretion. The Exercise Price shall be payable in a form described in Section 6.

d. Vesting. Each Stock Option Agreement shall specify the date and events on which all or any installment of the Option shall be vested and nonforfeitable (except as provided in the Plan or the Stock Option Agreement). The vesting and nonforfeitability provisions applicable to any Option shall be determined by the Board of Directors in its sole discretion. Unless otherwise provided in the Stock Option Agreement for a Participant, no vesting of any Option shall occur, and all rights to future vesting of any Option shall cease, upon the termination of Service for any reason.

e. Exercisability. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. The exercisability provisions of any Stock Option Agreement shall be determined by the Board of Directors in its sole discretion.

f. Basic Term. The Stock Option Agreement shall specify the term of the Option. The term shall not exceed 10 years from the date of grant. Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when an Option shall expire.

g. Termination of Service (Except for Cause). If a Participant’s Service terminates for any reason other than for Cause, then the Participant’s Options shall expire on the earliest of the following occasions:

(i)	The expiration date determined pursuant to Subsection (f) above;
(ii)	The date thirty days (30) after the termination of the Participant’s employment by the Company for any reason other than for Cause;
(iii)	The date of termination of the Participant’s employment by the Company for Cause or if Cause exists on such date; or
(iv)	The date thirty days (30) after the date of the Participant’s voluntary termination of employment with the Company for any reason.

A Participant (or in the case of the Participant’s death or Disability, the Participant’s representative) may exercise all or part of the Participant’s Options at any time before the expiration of such Options under the preceding sentence, but only to the extent that such Options had become exercisable for vested Shares on or before the date Participant’s Service terminates. All unvested Options shall lapse when the Participant’s Service terminates.

h. Termination for Cause. All of a Participant’s Options (including any exercised Options for which Shares have not been delivered to the Participant) shall be cancelled and forfeited

3

immediately on the date of the Participant’s termination of Service if such termination is for Cause or Cause exists on such date. Should a Participant die at a time when Cause exists but prior to the date Participant’s Service is terminated for Cause, all of the Participant’s Options (including any exercised Options for which Shares have not been delivered to the Participant) shall be cancelled and forfeited immediately as of the date of the Participant’s death.

i. Leaves of Absence. For purposes of Subsections (g) and (h) above, Service shall be deemed to continue while the Participant is on a bona fide leave of absence, if such leave was approved by the Company in writing or if continued crediting of Service for this purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).

j. No Rights as a Stockholder. A Participant, or a transferee of a Participant, shall have no rights as a stockholder with respect to any Shares covered by the Participant’s Option until such person becomes entitled to receive such Shares by filing a notice of exercise, paying the Purchase Price pursuant to the terms of such Option and satisfying such other conditions as the Board of Directors shall reasonably require.

k. Modification, Extension and Assumption of Options. Within the limitations of the Plan, the Board of Directors may modify, extend or assume outstanding Options or may provide for the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Participant, materially impair the Participant’s rights or increase the Participant’s obligations under such Option.

SECTION 6. PAYMENT FOR SHARES.

a. General Rule. The Purchase Price of Shares issued under the Plan shall be payable in cash or by check at the time when such Shares are purchased, except as otherwise provided in this Section 6.

b. Cashless Exercise. At the sole discretion of the Board of Directors, on or after an Initial Public Offering, payment of all or any portion of the Purchase Price of Shares issued under the Plan and any applicable withholding requirements may be made by reducing the number of Shares otherwise deliverable upon the exercise of an Award by the number of Shares having a fair market value equal to the Purchase Price.

c. Other Methods of Payment for Shares. At the sole discretion of the Board of Directors, all or any part of the Purchase Price and any applicable withholding requirements may be paid by any other method.

SECTION 7. ADJUSTMENT OF SHARES.

a. General. In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a combination or consolidation of the outstanding Shares into a lesser number of Shares, a recapitalization, a spin-off, a reclassification or a similar occurrence, the Board of Directors shall make appropriate adjustments in one or more of (i) the number of Shares available under Section 3 for future Awards, (ii) the number of Shares covered by each

4

outstanding Option or other right to purchase Shares under the Plan and/or (iii) the Exercise Price of each outstanding Option or Purchase Price of each other outstanding Award under the Plan.

b. Mergers and Consolidations. In the event that the Company is a party to a merger or consolidation, outstanding Awards shall be subject to the agreement of merger or consolidation. Such agreement, without the Participants’ consent, may provide for:

(i)	the continuation or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving corporation) or by the surviving corporation or its parent;
(ii)	the substitution by the surviving corporation or its parent of stock awards with substantially the same terms for such outstanding Awards;
(iii)	the acceleration of the vesting of or right to exercise such outstanding Awards immediately prior to or as of the date of the merger or consolidation, and the expiration of such outstanding Awards to the extent not timely exercised or purchased by the date of the merger or consolidation or other date thereafter designated by the Board of Directors; or
(iv)	the cancellation of all or any portion of such outstanding Awards by a cash payment of the excess, if any, of the fair market value of the Shares subject to such outstanding Awards or portion thereof being canceled over the Purchase Price with respect to such Awards or portion thereof being canceled.

c. Reservation of Rights. Except as provided in this Section 7, neither a Participant nor a Participant’s representative shall have any rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 8. SECURITIES LAW REQUIREMENTS. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded. The Company shall not be obligated to file any registration statement under any applicable securities laws to permit the purchase or issuance of any Shares under the Plan, and accordingly any certificates for Shares may have an appropriate legend or statement of applicable restrictions endorsed thereon. Each Participant and any person deriving its rights from any Participant shall, as a condition to the purchase or issuance of any Shares under the Plan, deliver to the Company an agreement or certificate containing such representations, warranties and covenants as the Company may deem necessary or appropriate to

5

ensure that the issuance of Shares is not required to be registered under any applicable securities laws.

SECTION 9. DURATION AND AMENDMENTS.

a. Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors, subject to the approval of the majority of the Company’s stockholders. If a majority of the stockholders fail to approve the Plan within 12 months of its adoption by the Board of Directors, any Awards that have already been made shall be rescinded, and no additional Awards shall be made thereafter under the Plan. The Plan shall terminate automatically on the day preceding the tenth anniversary of its adoption by the Board of Directors unless earlier terminated pursuant to Subsection (b) below.

b. Right to Amend or Terminate the Plan. The Board of Directors may amend, suspend or terminate the Plan at any time and for any reason; provided, however, that any amendment of the Plan (except as provided in Section 7) which increases the maximum number of Shares issuable to any person or available for issuance under the Plan in the aggregate, shall be subject to the approval of the Company’s stockholders. Stockholder approval shall not be required for any other amendment of the Plan.

c. Effect of Amendment or Termination. Any amendment of the Plan shall not adversely affect in any material respect any Participant’s rights under any Award previously made or granted under the Plan without the Participant’s consent. No Shares shall be issued or sold under the Plan after the termination thereof, except pursuant to an Award granted prior to such termination. The termination of the Plan shall not affect any Awards outstanding on the termination date.

SECTION 10. DEFINITIONS.

a. “Award” shall mean any award of Options granted under the Plan.

b. “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time.

c. “Cause” shall mean, as defined in the Participant’s written employment agreement, provided, that if a Participant does not have a written employment agreement, that a Participant:

     (i) committed or engaged in an act of fraud, embezzlement, sexual harassment, dishonesty or theft in connection with Participant’s duties for the Company or any subsidiary of the Company;

     (ii) materially breached or defaulted under Participant’s agreements or obligations under any employment, non-disclosure or similar agreement with the Company or any subsidiary of the Company;

     (iii) is convicted of, or pleas nolo contendre with respect to, an act of criminal misconduct;

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     (iv) engaged in an act of incompetence, gross negligence or willful failure to perform Participant’s duties or responsibilities; or

     (v) failed to follow in any material respect a direction or policy of the Board of Directors of the Company.

d. “Code” shall mean the Internal Revenue Code of 1986, as amended.

e. “Committee” shall mean a committee of the Board of Directors, as described in Section 2(a).

f. “Company” shall mean Mirion Technologies, Inc. a Delaware corporation.

g. “Consultant” shall mean a person who performs bona fide services for the Company or a Subsidiary as a consultant or advisor, excluding Employees and Directors.

h. “Director” shall mean a member of the Board of Directors who is not an Employee.

i. “Disability” shall mean that the Participant has a physical or mental incapacity or disability which renders Participant unable to render services to the Company pursuant to the terms of such Participant’s written employment agreement, or if Participant does not have a written employment agreement, pursuant to the normal and customary duties of employment of the Participant, for (A) one hundred eighty (180) days in any twelve (12) month period or (B) for a period of one hundred twenty (120) successive days.

j. “Employee” shall mean an individual who is a common-law employee of the Company.

k. “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement.

l. “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons

m. “Initial Public Offering” shall mean a firm commitment underwritten public offering of Shares or other event the result of which is that Shares are tradable on the New York Stock Exchange, American Stock Exchange, NASDAQ National Market or similar market system.

n. “Nonstatutory Option” shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.

o. “Option” shall mean a Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares.

p. “Participant” shall mean an individual to whom the Board of Directors has offered the right to acquire Shares under the Plan pursuant to an Option or otherwise.

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q. “Plan” shall mean this Mirion Technologies, Inc. 2006 Stock Plan.

r. “Purchase Price” shall mean (i) with respect to an Option, the Exercise Price multiplied by the number of Shares with respect to which an Option is being exercised, and (ii) the aggregate consideration for which Shares subject to an Award may be acquired by a Participant.

s. “Restructuring” shall mean the transactions contemplated by the Master Restructuring Agreement and Plan of Merger dated December 22, 2005, among the Company, American Capital Strategies, Ltd, Thomas D. Logan, Dosimetry Acquisitions (U.S.), Inc., Global Dosimetry Solutions, Inc., IST Acquisitions, Inc., Dosimetry Acquisitions (U.S.), LLC and Global Dosimetry Acquisitions, Inc.

t. “Service” shall mean service as an Employee, Director or Consultant. Unless otherwise provided in a Stock Option Agreement, a Participant’s transition in status from or to Employee, Director or Consultant shall not be treated as a termination of Service.

u. “Share” shall mean one share of Common Stock of the Company, with a par value of $0.001 per Share.

v. “Stock Option Agreement” shall mean the agreement between the Company and a Participant, which contains the terms, conditions and restrictions pertaining to the Participant’s Option.

w. “Stockholders Agreement” shall mean that certain Stockholders Agreement, dated as of December 22, 2005, by and among the Company and the other parties thereto, as the same may be amended or modified from time to time.

SECTION 11. MISCELLANEOUS.

a. Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

b. Stockholders Agreement. For so long as the Stockholders Agreement is in full force and effect, this Plan shall be subject to the provisions of the Stockholders Agreement. To the extent the provisions of this Plan conflict or are inconsistent with any of the provisions of the Stockholders Agreement, the Stockholders Agreement shall control.

c. Execution. To record the adoption of the Plan by the Board of Directors, the Company has caused its authorized officer to execute the same.

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Mirion Technologies, Inc.
By:	/s/ Thomas D. Logan
	Name:	Thomas D. Logan
	Title:	President

SIGNATURE PAGE TO GMS STOCK OPTION PLAN

EX-10.11.1

Exhibit 10.11.1

First Amendment to 2006 Stock Plan

          THIS FIRST AMENDMENT (this “Amendment”) to the STOCK PLAN, entered into as of December 22, 2005 (as amended, the “Plan”), by MIRION TECHNOLOGIES, INC. (f/k/a Global Monitoring Systems, Inc.), a Delaware corporation (the “Corporation”) is entered into as of August 5, 2008. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Plan.

WITNESSETH:

          WHEREAS, the requisite parties to the Plan desire to amend the Plan in accordance with Section 9(b) thereof.

          Section 1 Amendment. The aggregate number of Shares that may be issued under the Plan as described in Section 3(a), “Basic Limitation” of the Plan shall be, and hereby is, raised to 118,840 total authorized Shares.

          Section 2. Miscellaneous.

          (a) Except as specifically amended above, the Plan is and shall continue to be in full force and effect.

          (b) This Amendment may be executed in two or more counterparts, each of which shall serve as an original of the party executing the same, but all of which shall constitute but one and the same Plan.

          (c) All headings set forth in this Amendment are intended for convenience only and shall not control or affect the meaning, construction or effect of this Amendment or the Plan or of any of the provisions hereof or thereof.

          (d) This Amendment shall be deemed to be a contract governed by the laws of the State of Delaware and shall for all purposes be construed in accordance with the laws of such state, without reference to the conflicts of laws provisions thereof.

          Section 3. Ratification. The party hereto hereby ratifies and confirms the Plan as amended by this Amendment.

          Section 4. Authorization. This Amendment has been executed by the Company.

          IN WITNESS WHEREOF, the undersigned has caused this First Amendment to the 2006 Stock Plan to be executed, by its duly authorized officer, as of the same day and year first above written.

MIRION TECHNOLOGIES, INC.
By:	/s/ Thomas D. Logan
	Name:	Thomas D. Logan
	Title:	President

EX-10.11.2

Exhibit 10.11.2

Amendment to 2006 Stock Plan

          THIS AMENDMENT (this “Amendment”) to the 2006 STOCK PLAN (as amended to date, the “Plan”), by MIRION TECHNOLOGIES, INC., a Delaware corporation (the “Corporation”) is entered into as of May 14, 2009. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Plan.

WITNESSETH:

          WHEREAS, the requisite parties to the Plan desire to amend the Plan in accordance with Section 9(b) thereof to clarify the intent with respect to post-termination exercise periods of stock options granted under the Plan to the extent required by applicable law.

          Section 1 Amendment. Section 5(g) is hereby amended by adding the following sentence at the end thereof:

          “Notwithstanding clauses (ii) and (iv) above, to the extent required by applicable state securities laws, the Company intends to permit Participants (or their estate) to have six months after the date of termination of Participant’s employment with the Company by reason of Participant’s death or Disability to exercise the Option (to the extent exercisable on the termination date), but in no event shall the Option be exercisable beyond the maximum expiration date determined pursuant to Subsection (f) above.”

          Section 2. Miscellaneous.

          (a) The Plan, as amended, is and shall continue to be in full force and effect.

          (b) All headings set forth in this Amendment are intended for convenience only and shall not control or affect the meaning, construction or effect of this Amendment or the Plan or of any of the provisions hereof or thereof.

          (c) This Amendment shall be deemed to be a contract governed by the laws of the State of Delaware and shall for all purposes be construed in accordance with the laws of such state, without reference to the conflicts of laws provisions thereof.

          Section 3. Ratification. The party hereto hereby ratifies and confirms the Plan as amended by this Amendment.

          Section 4. Authorization. This Amendment has been executed by the Company.

          IN WITNESS WHEREOF, the undersigned has caused this Amendment to the 2006 Stock Plan to be executed, by its duly authorized officer, as of the same day and year first above written.

MIRION TECHNOLOGIES, INC.
By:	/s/ Thomas Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer

EX-10.12

Exhibit 10.12

FORM OF
MIRION TECHNOLOGIES, INC.
2006 Stock Plan
Stock Option Agreement

Reference Number: 2006-1
Dated January 1, 2006

SECTION 1. GRANT OF OPTION.

(a) Option. On the terms and conditions set forth in this Agreement and the Notice of Stock Option Grant referencing this Agreement (the “Notice”), the Company grants to the Optionee on the Date of Grant an option to purchase at the Exercise Price a number of Shares, all as set forth in the Notice. This option is intended to a Nonstatutory Option, as provided in the Notice.

(b) Stock Plan and Defined Terms. This option is granted under and subject to the terms of the Plan, which is incorporated herein by this reference. Capitalized terms are defined in Section 12 of this Agreement.

SECTION 2. RIGHT TO EXERCISE.

     Subject to the conditions set forth in this Agreement, all or part of this option may be exercised prior to its expiration at the time or times set forth in the Notice.

SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION.

     Except as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or otherwise Transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process.

SECTION 4. EXERCISE PROCEDURES.

(a) Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by giving written notice to the Company specifying the election to exercise this option, the number of Shares for which it is being exercised and the form of payment. Exhibit A is an example of a “Notice of Exercise”. The Notice of Exercise shall be signed by the person exercising this option. In the event that this option is being exercised by the Optionee’s representative, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option. The Optionee or the Optionee’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under Section 5 for the full amount of the Purchase Price.

(b) Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be issued a certificate or certificates for the Shares as to which this option has been exercised, registered in the name of the person exercising this option (or in the names of such

person and his or her spouse as community property or as joint tenants with right of survivorship).

(c) Withholding Requirements. The Company may withhold any tax (or other governmental obligation) as a result of the exercise of this option as a condition to the exercise of this option or otherwise, and the Optionee shall make arrangements satisfactory to the Company to enable it to satisfy all such withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option.

SECTION 5. PAYMENT FOR SHARES.

(a) Cash or Check. All or part of the Purchase Price may be paid in cash or by check.

(b) Other Methods of Payment for Shares. At the sole discretion of the Board of Directors, all or any part of the Purchase Price and any applicable withholding requirements may be paid by any other method permissible under the terms of the Plan. The Company shall notify the Optionee if and when it shall make such other payment method available to the Optionee.

SECTION 6. TERM AND EXPIRATION.

(a) Basic Term. Subject to earlier termination in accordance with subsection (b) below, this option shall expire on the expiration date set forth in the Notice.

(b) Termination of Service. If the Optionee’s Service terminates for any reason, then this option shall expire on the earliest of the following occasions:

     (i) The expiration date determined pursuant to Subsection (a) above;

     (ii) Thirty (30) days after termination of Optionee’s employment by the Company for any reason other than for Cause;

     (iii) The date of termination of Optionee’s employment if termination is by the Company for Cause or if Cause exists on such date; and

     (iv) Thirty (30) days after the date of Optionee’s voluntary termination of employment with the Company for any reason.

The Optionee (or in the case of the Optionee’s death or disability, the Optionee’s representative) may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to the extent that this option had become exercisable for vested Shares on or before the date the Optionee’s Service terminates. When the Optionee’s Service terminates, this option shall expire immediately with respect to the number of Shares for which this option is not yet vested. In addition, if this option expires due to the termination of the Optionee’s Service for Cause (or if Cause exists on such termination date), any Shares which have not been delivered to the Participant upon the exercise of this option shall not be delivered and such exercise shall be null and void.

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(c) Leaves of Absence. For any purpose under this Agreement, Service shall be deemed to continue while the Optionee is on a bona fide leave of absence, if such leave was approved by the Company in writing or if continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).

SECTION 7. LEGALITY OF INITIAL ISSUANCE.

     No Shares shall be issued upon the exercise of this option unless and until the Company has determined that:

(a)	The Company and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof;
(b)	Any applicable listing requirement of any stock exchange or other securities market on which Stock is listed has been satisfied; and
(c)	Any other applicable provision of state or federal law has been satisfied.

SECTION 8. REGISTRATION RIGHTS.

     The Company may register or qualify the sale of Shares under the Securities Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law.

SECTION 9. RESTRICTIONS ON TRANSFER.

(a) Nontransferability. No Option or other right to acquire Shares, may be transferred, assigned, pledged or hypothecated by any Optionee during the Optionee’s lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process, except by beneficiary designation, will or the laws of descent and distribution. Subject to the limitations contained in this Section, an Option or other right to acquire Shares under the Plan, may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative. Such Option or other right shall not be transferable and shall be exercisable only by the Optionee to whom such right was granted, except in the case of a transfer by the Optionee to its affiliate with the prior written consent of the Board of Directors in its discretion. Shares issued upon exercise of an Option may be subject to such restrictions as are set forth in the applicable Stock Option Agreement or the Stockholders Agreement.

(b) Securities Law Restrictions. Regardless of whether the offering and sale of Options or Shares under the Plan have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other Transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.

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(c) Optionee Undertaking. The Optionee agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable to carry out or effect one or more of the obligations or restrictions imposed on the Optionee pursuant to the provisions of this Agreement, including, without limitation, executing the Stockholder’s Agreement.

(d) Investment Intent. The Optionee represents and agrees that as of the Date of Grant, the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof. If the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available which requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

(e) Administration. Any determination by the Company in connection with any of the matters set forth in this Section 9 shall be conclusive and binding on the Optionee and all other persons.

SECTION 10. ADJUSTMENT OF SHARES.

(a) In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a combination or consolidation of the outstanding Shares into a lesser number of Shares, a recapitalization, a spin-off, a reclassification or a similar occurrence, the terms of this option (including, without limitation, the number and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 7(a) of the Plan. In the event that the Company is a party to a merger or consolidation, this option shall be subject to the agreement of merger or consolidation, as provided in Section 7(b) of the Plan.

SECTION 11. MISCELLANEOUS PROVISIONS.

(a) Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder with respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by (i) filing a notice of exercise, and (ii) paying the Purchase Price as provided in this Agreement.

(b) No Retention Rights. Nothing in this option or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of the Optionee, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause.

(c) Notification. Any notification required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. A notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most recently provided to the Company.

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(d) Entire Agreement. The Notice, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

(e) Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

(f) Assignment. Except as provided in Section 9(a) herein, Optionee may not assign any right hereunder to any Person.

(g) Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Optionee, the Optionee’s assigns and the legal representatives, heirs and legatees of the Optionee’s estate, whether or not any such person shall have become a party to this Agreement and have agreed in writing to be join herein and be bound by the terms hereof.

(h) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State.

SECTION 12. DEFINITIONS.

(a) “Agreement” shall mean this Stock Option Agreement.

(b) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee.

(c) “Cause” shall mean, as defined in the Optionee’s written employment agreement, provided, that if an Optionee does not have a written employment agreement, that the Optionee:

               (i) committed or engaged in an act of fraud, embezzlement, sexual harassment, dishonesty or theft in connection with the Optionee’s duties for the Company or any subsidiary of the Company;

               (ii) materially breached or defaulted under the Optionee’s agreements or obligations under any employment agreement, non-disclosure or any similar agreement with the Company or any subsidiary of the Company;

               (iii) is convicted of, or pleas nolo contendre with respect to, an act of criminal misconduct; or

               (iv) engaged in an act of incompetence, gross negligence or willful failure to perform the Optionee’s duties or responsibilities, or

               (v) failed to follow in any material respect a direction or policy of the Board of Directors of the Company.

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(d) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder.

(e) “Committee” shall mean a committee of the Board of Directors, as described in Section 2 of the Plan.

(f) “Company” shall mean Mirion Technologies, Inc., a Delaware corporation, and any successor thereto.

(g) “Consultant” shall mean a person who performs bona fide services for the Company as a consultant or advisor, excluding Employees and Directors.

(h) “Date of Grant” shall mean the date specified in the Notice, which date shall be the later of (i) the date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionee’s Service.

(i) “Director” shall mean a member of the Board of Directors who is not an Employee.

(j) “Disability” a physical or mental incapacity or disability as a result of which renders the Optionee unable to render services to the Company, pursuant to the terms of such Optionee’s written employment agreement, or if the Optionee does not have a written employment, pursuant to the normal and customary duties of employment of the Optionee, for (A) for one hundred eighty (180) days in any twelve (12) month period or (B) for a period of one hundred twenty (120) successive days.

(k) “Employee” shall mean any individual who is a common-law employee of the Company.

(l) “Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice.

(m) “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons.

(n) “Non-disclosure Agreement” shall mean, a written agreement between the Company and the Optionee regarding confidentiality and/or intellectual property pursuant to which the Optionee is restricted from certain activities during and after completion of Service with the Company.

(o) “Nonstatutory Option” shall mean a stock option not described in Sections 422(b) or 423(b) of the Code.

(p) “Notice” shall have the meaning described in Section 1(a) of this Agreement.

(q) “Optionee” shall mean the person named in the Notice.

(r) “Plan” shall mean the Mirion Technologies, Inc. 2006 Stock Plan.

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(s) “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is being exercised.

(t) “Securities Act” shall mean the Securities Act of 1933, as amended.

(u) “Service” shall mean service as an Employee, Director or Consultant.

(v) “Share” shall mean one share of Common Stock of the Company, with a par value of $0.001.

(w) “Stockholders Agreement” shall have the meaning described in the Plan.

(x) “Transfer” shall mean, with respect to this option or any Share, any sale, assignment, transfer, alienation, conveyance, gift, bequest by will or under intestacy laws, pledge, lien encumbrance or other disposition, with or without consideration, of all or part of this option or such Share, or of any beneficial interest therein.

(y) “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred this option or any Share.

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EXHIBIT A

Notice of Exercise

Mirion Technologies, Inc.
3000 Executive Parkway, Suite 220
San Ramon, CA 94583
Attn: Corporate Secretary

To the Corporate Secretary:

I hereby exercise my stock option granted under the Mirion Technologies, Inc. 2006 Stock Plan (the “Plan”) and notify you of my desire to purchase the shares that have been offered pursuant to the Plan and related Stock Option Agreement between me and the Company (the “Option Agreement”), as described below.

I shall pay for the shares by delivery of a check payable to Mirion Technologies, Inc. (the “Company”) in the amount described below in full payment for such shares plus all amounts required to be withheld by the Company under U.S. state, federal, or local law as a result of such exercise or shall provide such documentation as is otherwise permitted by Section 5 of the Option Agreement.

This notice of exercise is delivered this       day of                     , 20     .

1. No. Shares to be Acquired	Exercise Price	Total
2. Estimated Withholding:
Amount Paid (Total exercise price plus estimated withholding)

Very truly yours,

Signature of Optionee

Optionee’s Social Security Number

EX-10.15

Exhibit 10.15

SECOND AMENDED AND RESTATED CALL OPTION AGREEMENT
AMONG
AMERICAN CAPITAL STRATEGIES, LTD.,
AMERICAN CAPITAL EQUITY I, LLC,
AMERICAN CAPITAL EQUITY II, LLC,
AND
THOMAS D. LOGAN

          SECOND AMENDED AND RESTATED CALL OPTION AGREEMENT (this “Agreement”), entered into this ___ day of December, 2007 by and among AMERICAN CAPITAL STRATEGIES, LTD., a corporation existing under the laws of the State of Delaware (“ACS”), AMERICAN CAPITAL EQUITY I, LLC, a limited liability company existing under the laws of the State of Delaware (“ACE I”), AMERICAN CAPITAL EQUITY II, LLC, a limited liability company existing under the laws of the State of Delaware (“ACE II”, together with ACE I, “ACE”, and together with ACS, “ACAS”), and THOMAS D. LOGAN (“Logan”).

          WHEREAS, as of the date hereof, the Major Investor (as defined below) is the owner of shares of Preferred Stock, Warrants and Class B Common Stock (each as defined below), of Mirion Technologies, Inc., a Delaware corporation (the “Company”);

          WHEREAS, in connection with the Master Restructuring Agreement and Plan of Merger dated as of December 22, 2005, and effective as of December 31, 2005, the Company became the sole stockholder of each of Global Dosimetry Solutions (“GDS”), Dosimetry Acquisitions (U.S.), LLC (“Dosimetry”) and IST Acquisitions, Inc. (“IST”);

          WHEREAS, pursuant to the Call Option Agreement between ACS and Logan dated April 19, 2004, Logan was granted certain rights to purchase common stock of GDS and Dosimetry from the Major Investor (the “Original Agreement”);

          WHEREAS, the Original Agreement was amended and restated on August 18, 2006 (the “Amended and Restated Agreement”) to provide Logan with a call option to purchase shares of Class A Common Stock (as defined below) from the Major Investor; and

          WHEREAS, each of ACAS and Logan desires to amend and restate the Amended and Restated Agreement to add an ROI (as defined below) component to the vesting of Logan’s IRR Options and to add ACE I and ACE II as parties hereto.

          NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Terms not otherwise defined in the text of this Agreement shall have the following meanings:

          1.1 “Affiliate” shall mean any entity controlling, controlled by or under common control with ACAS.

          1.2 “Business Day” shall mean any day of the year on which national banking institutions in New York, New York and Orange County, California are open to the public for conducting business and are not required or authorized to close.

          1.3 “Cash Inflows” as used herein shall include payments of dividends, distributions, redemptions, premiums and proceeds received by the Major Investor in connection with the Investment, excluding any structuring, management or other fees or the reimbursement of any expenses received by the Major Investor in connection therewith.

          1.4 “Cash Outflows” as used herein shall mean the purchase price paid by the Major Investor for the Investment.

          1.5 “Change of Control” shall mean a transaction or a series of related transactions involving:

          (a) The sale of fifty-one percent (51%) or more of the assets (based on their fair market value) of the Company; or

          (b) The sale by the Major Investor or stockholders of the Company in a single transaction or in a series of related transactions of equity securities constituting greater than fifty percent (50%) of the voting power of the equity securities of the Company; or

          (c) Any consolidation, merger or recapitalization of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the Company’s voting stock would be converted into cash, securities and/or other property, other than any such transaction in which holders of the Company’s voting stock immediately before the transaction, in the aggregate, have (or upon conversion, exercise or similar action would have) on the same proportionate basis that existed prior to the transaction, more than fifty percent (50%) of the voting power of all issued and outstanding securities of the surviving corporation after the transaction.

For the avoidance of doubt, the conversion of Preferred Stock into Common Stock by the Major Investor shall not be deemed a “Change of Control”.

          1.6 “Class A Common Stock” shall mean the Company’s Class A Common Stock, par value $.001 per share.

          1.7 “Class B Common Stock” shall mean the Company’s Class B Common Stock, par value $.001 per share.

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          1.8 “Common Stock” shall mean the Class A Common Stock and the Class B Common Stock.

          1.9 “Fully Diluted Basis” shall mean the total number of shares of Common Stock which are issued and outstanding plus the total number of shares of Common Stock which would be issued and outstanding assuming the exercise of all outstanding options issued pursuant to the Company’s 2006 Stock Plan, the exercise of all warrants or rights to purchase Common Stock and the conversion of all outstanding securities, including the Preferred Stock.

          1.10 “Investment” shall mean any investment, whether before or after the date hereof, in any equity security (or security convertible into equity) of the Company or any subsidiary thereof by the Major Investor, including, for the avoidance of doubt, the Preferred Stock, Warrants and Common Stock and any investment in any equity security of each of GDS, Dosimetry and IST.

          1.11 “IPO” shall mean an initial public offering of Common Stock in an underwritten offering under the Securities Act of 1933, as amended.

          1.12 “IRR” shall mean the interest rate (compounded annually) determined using the XIRR function of the Microsoft Excel program that, when used to calculate the net present value of all Cash Inflows and all Cash Outflows, causes such net amount to equal zero, and shall be calculated at the times and in the manner set forth herein.

          1.13 “Logan Employment Agreement” shall mean the Employment Agreement between Logan and the Company dated as of the date hereof, as amended from time to time.

          1.14 “Major Investor” shall mean ACAS, together with its Affiliates, or any successor or assign (provided that such successor or assign is a successor or assign of all or a material part of the assets of ACAS and its Affiliates).

          1.15 “Preferred Stock” shall mean the Series A-1 Convertible Participating Preferred Stock and Series A-2 Convertible Participating Preferred Stock of the Company, par value $.001 per share.

          1.16 “ROI” shall be calculated by dividing (x) the amount of cash return received by the Major Investor in respect of the equity securities being transferred or sold in connection with a Change of Control or IPO, as applicable, by (y) the amount of total cash Investment made in such equity securities.

          1.17 “Warrants” shall mean the warrants to purchase shares of Class A Common Stock.

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ARTICLE II

IRR CALL OPTIONS

          2.1 Grant of IRR Call Option. Subject to the terms hereof, the Major Investor hereby grants Logan the option (the “IRR Call Option”) to purchase from the Major Investor up to 54,564 shares of Class A Common Stock (the “IRR Option Shares”). The IRR Call Option is exercisable at a price of $88.75 per share (the “IRR Exercise Price”).

          2.2 Vesting of IRR Option Shares. No IRR Option Share shall be exercisable until it has vested as set forth herein. IRR Option Shares shall vest and become exercisable in accordance with the following:

          (a) 18,188 IRR Option Shares shall automatically vest and become exercisable in the event the Major Investor either (i) receives at least a twenty-five percent (25%) IRR or (ii) achieves an ROI of at least 2.0x, in each case with respect to the Investment upon a Change of Control or an IPO;

          (b) An additional 18,188 IRR Option Shares shall automatically vest and become exercisable in the event the Major Investor either (i) receives at least a thirty percent (30%) IRR or (ii) achieves an ROI of at least 2.25x, in each case with respect to the Investment upon a Change of Control or an IPO; and

          (c) The remaining 18,188 IRR Option Shares shall automatically vest and become exercisable in the event the Major Investor either (i) receives at least a forty percent (40%) IRR and Cash Inflows equal to at least two times Cash Outflows or (ii) achieves an ROI of at least 2.75x, in each case with respect to the Investment upon a Change of Control or an IPO.

          2.3 Determination of Major Investor’s IRR and ROI.

          (a) The determination of the Major Investor’s IRR and ROI (and Logan’s vesting as a result thereof) shall be measured, for purposes of Sections 2.2(a)-(c) with respect to a Change of Control or an IPO, as promptly as practicable (i) upon a Change of Control and (ii) after the IPO in accordance with Section 2.3(b).

          (b) In the event of an IPO, the determination of the Major Investor’s IRR and ROI shall be determined in two (2) stages:

     (i) The IRR and ROI determinations regarding one-half (1/2) of the IRR Option Shares referred to in each of Sections 2.2(a)-(c) shall be made as of the close of business on the thirtieth day (or if not a Business Day, the next Business Day) following the effective date of the IPO based on the average of the closing prices of the Common Stock on the principal exchange or quotation system on which such shares are traded on the trading days during the thirty (30) day period following the IPO (the “Initial Trading Price”). Such average closing price shall be multiplied by

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the number of shares of Common Stock (including shares of Common Stock exercisable pursuant to any warrants or other convertible securities but, with respect to the Preferred Stock, only Preferred Stock which has a Conversion Price (as defined in the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time) that is less than the Initial Trading Price) held by the Major Investor and the result shall be treated as a Cash Inflow and shall be added to all other Cash Inflows for purposes of calculating the IRR and as a return on the Investment for purposes of calculating the ROI. If any preferred stock that is not convertible to Common Stock continues to be outstanding at the time of the determination of the IRR and ROI or if the Conversion Price of the Preferred Stock is equal to or greater than the Initial Trading Price, such preferred stock shall be valued at its liquidation preference plus any accrued but unpaid dividends and such amount shall also be added to all other Cash Inflows for purposes of calculating the IRR and treated as a return on the Investment for purposes of calculating ROI. To the extent that any such IRR Option Shares fail to vest based on such IRR and ROI determinations, such IRR Option Shares shall immediately lapse and be of no further effect.

     (ii) Vesting of the remainder of the IRR Option Shares shall be determined promptly after the Major Investor sells all of the Investment, based on the IRR and ROI taking into account the actual proceeds received by the Major Investor in such transaction or transactions in which such investment is sold. In the event that, following the IPO, the Major Investor fails to dispose of all of the Investment (such remaining portion referred to herein as the “Unliquidated Portion”), within two (2) years from the date of the IPO, the vesting of any remaining IRR Option Shares shall be determined as of the close of business on the second anniversary of the IPO (or if not a Business Day, the next Business Day) based upon the IRR and ROI computed assuming such Unliquidated Portion is sold at a price equal to the average closing price of the Common Stock for all trading days during the 365 days prior to such two (2) year anniversary (the “Subsequent Trading Price”). Such average closing price shall be multiplied by the number of shares of Common Stock that constitute the Unliquidated Portion (including shares of Common Stock exercisable pursuant to any warrants or other convertible securities but, with respect to the Preferred Stock, only Preferred Stock which has a Conversion Price that is less than the Subsequent Trading Price) held by the Major Investor and the result shall be treated as a Cash Inflow and shall be added to all other Cash Inflows for purposes of calculating the IRR and as a return on the Investment for purposes of calculating the ROI. If any preferred stock that is not convertible to Common Stock continues to be part of the Unliquidated Portion at the time of the determination of the IRR and ROI or if the Conversion Price of the Preferred Stock is equal to or greater than

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the Subsequent Trading Price, such preferred stock shall be valued at its liquidation preference plus any accrued but unpaid dividends, and such amount shall also be added to all other Cash Inflows for purposes of calculating the IRR and be treated as a return on the Investment for purposes of calculating the ROI. To the extent that any IRR Option Shares fail to vest based on such IRR and ROI determinations, such IRR Option Shares shall immediately lapse and be of no further effect.

          (c) Vesting of IRR Option Shares shall occur immediately prior to, but effective only upon, the Change of Control or IPO-related event giving rise to such vesting.

          (d) IRR and ROI determinations shall give effect to any reduction of the Major Investor’s IRR or ROI on the Investment as a result of the vesting of IRR Option Shares or of any other performance-based options, incentives, bonuses, restricted stock awards or other compensation, whether awarded by the Major Investor, the Company, or any of its subsidiaries that are tied to performance.

          (e) In calculating the IRR and ROI, it shall be assumed (1) that the Major Investor owns the percentage of outstanding shares of Common Stock as if on the date the IRR Call Option and the Time Call Option were granted, such options had been granted by the Company rather than by the Major Investor and (2) that the Major Investor received the benefits of the Change of Control Transaction or the IPO on the basis of such increased number of shares. In other words, the calculation of the IRR and ROI should exclude the increased dilution suffered by the Major Investor by granting the IRR Call Option and the Time Call Option on shares owned by the Major Investor rather than having the Company grant such options with respect to authorized but unissued shares. For example, and not by way of limitation, if on the date the IRR Call Option and the Time Call Option were granted, the Major Investor owned 80 shares out of 100 outstanding shares on a Fully Diluted Basis, or 80%, and granted an option for 6 shares (6% of the outstanding shares on a Fully Diluted Basis) to Logan, for purposes of calculating the IRR and ROI it will be assumed that the Company granted the options for 6 shares and that the Major Investor owned after the grant of the options, 75.5% of the outstanding shares on a Fully Diluted Basis (80 ÷ 106) rather than 74% (74 ÷ 100) of the shares on a Fully Diluted Basis. If a Change of Control Transaction were to occur, the Major Investor would be deemed to have received an amount from the net proceeds as if the Major Investor owned 75.5% of the outstanding shares on a Fully Diluted Basis for purposes of calculating the IRR and ROI. Similarly, if there is an IPO, in determining the number of shares owned by the Major Investor and sold for purposes of Section 2.3(b) above, the Major Investor will be deemed to hold the number of shares it would have held applying the adjustments and assumptions in this Section 2.3(e). If the IRR or ROI is being calculated at time of and as a result of the disposition by the Major Investor of all of its shares or as of the second anniversary of the IPO, the Major Investor will be deemed to have sold the additional shares deemed held as a result of the application of the assumptions and adjustments in this Section 2.3(e) at the time of and for the price

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realized by the Major Investor in its final sale of shares, or as contemplated by Section 2.3(b)(B), as applicable.

          2.4 Exercise by Major Investor Upon Change of Control. Upon a Change of Control (whether before or after the IPO), the Major Investor will have the right and shall have the obligation, but only to the extent that the IRR Option Shares vest upon such Change of Control, to sell in the contemplated Change of Control, at the same price and on the same terms as the Major Investor is selling its shares of Common Stock, the vested IRR Option Shares and promptly remit to Logan the net proceeds of such sale, less the aggregate per share IRR Exercise Price of such shares. The IRR and ROI of the Major Investor shall be determined, and any proceeds to which Logan is entitled shall be remitted to him, within twenty (20) days of a Change of Control transaction. To the extent the Major Investor’s IRR and ROI is dependent upon any escrow or contingent consideration, the Major Investor will recalculate its IRR and ROI at the time any escrow payments are received or contingent consideration paid and shall remit to Logan any additional net proceeds, less the aggregate per share Exercise Price of such additional shares, which are vested and sold as a result thereof.

          2.5 Exercise Upon IPO by Major Investor. At any time after the IPO, if the Major Investor is selling its entire Investment, the Major Investor shall be permitted to and shall have the obligation to sell all of its remaining shares of Common Stock, including those shares of Common Stock which may be exercisable for vested IRR Option Shares based upon the final determination of the Major Investor’s IRR and ROI (a “Market Disposition”). Any Market Disposition by the Major Investor shall be subject to the Major Investor’s obligation to remit to Logan the portion of the net proceeds attributable to his vested unexercised IRR Option Shares less the aggregate IRR Exercise Price thereof. In connection with a Market Disposition, the IRR and ROI of the Major Investor shall be determined, and any proceeds to which Logan is entitled shall be remitted to him, within thirty (30) days following such event.

          2.6 Exercise Procedure Generally.

          (a) At any time after any IRR Option Shares have vested, Logan may provide the Major Investor with five (5) Business Days prior written notice (the “Exercise Notice”) to exercise his option to purchase any IRR Option Shares that may be vested at the time. The Exercise Notice shall state the number of IRR Option Shares Logan desires to purchase and the aggregate IRR Exercise Price to be paid by Logan to the Major Investor for such shares.

          (b) The closing of any exercise of the IRR Call Option shall take place at 10:00 a.m. local time at the offices of the Major Investor, on the date specified for the proposed exercise in the Exercise Notice, at which time Logan shall deliver the appropriate consideration and the Major Investor shall deliver (or cause the Company to deliver) certificates representing the shares of Class A Common Stock to be sold, free and clear of any and all liens (except those imposed by this Agreement and the

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Stockholders Agreement and applicable state securities laws generally), registered in the name of Logan or his designee.

          (c) Payment of all or any portion of the IRR Exercise Price and any applicable withholding requirements may be made by reducing the number of IRR Option Shares otherwise deliverable upon the exercise of the IRR Call Option by a number of IRR Option Shares having a fair market value equal to the IRR Exercise Price plus any applicable withholding.

          (d) To the extent that Logan has not exercised the IRR Call Option with respect to all vested IRR Option Shares, Logan shall be entitled to exercise such option by providing one or more additional Exercise Notices.

          (e) Each of ACS and ACE represents and warrants that (a) Schedule 1 hereto sets forth a table indicating the capitalization of the Company as of the date hereof and (b) ACS and ACE own the shares set forth opposite their respective names on Schedule 1.

ARTICLE III

TIME CALL OPTION

          3.1 Grant of Time Call Option. Subject to the other terms hereof, the Major Investor hereby grants Logan the option (the “Time Call Option” and, together with the IRR Call Option, the “ACAS Options”) to purchase from the Major Investor 17,750 shares of Class A Common Stock (the “Time Option Shares”), for an exercise price of $88.75 per share (the “Time Exercise Price”).

          3.2 Vesting of Time Option Shares. No Time Option Share shall be exercisable until it has vested as set forth herein. Time Option Shares shall vest and become exercisable in accordance with the following:

          (a) [42]/48ths of the Time Option Shares shall be vested as of the date hereof and 1/48th of the Time Option Shares shall automatically vest and become exercisable on the last day of each of the [six (6)] months after the date hereof.

          (b) Notwithstanding the foregoing:

     (i) all Time Option Shares shall fully vest immediately prior to but effective upon a Change of Control; and

     (ii) fifty percent (50%) of the then unvested Time Option Shares shall vest and become exercisable in the event of an IPO.

          3.3 Exercise of Time Call Option.

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          (a) Upon a Change of Control (whether before or after the IPO), the Major Investor will have the right and obligation to sell in the contemplated Change of Control, at the same price and on the same terms as the Major Investor is selling shares of Common Stock, the vested Time Option Shares and promptly remit to Logan the net proceeds of such sale, less the aggregate per share Time Exercise Price of such shares, and any proceeds to which Logan is entitled within twenty (20) days of the Change in Control.

          (b) At any time after the IPO, if the Major Investor is selling its entire Investment, the Major Investor shall be permitted to and shall be obligated to sell all of its remaining shares of Common Stock, including those shares of Common Stock which are Time Option Shares. Any such sale by the Major Investor shall be subject to the Major Investor’s obligation to remit to Logan the portion of the net proceeds attributable to his vested unexercised Time Option Shares, less the aggregate Time Exercise Price thereof and applicable withholding, within thirty (30) days following such sale. Any proceeds which are attributable to Logan’s unvested Time Option Shares at the time of such sale shall be held in trust by the Major Investor and shall be payable (less the aggregate Time Exercise Price thereof) to Logan upon exercise of the underlying Time Option Shares after such shares have vested.

          (c) Notwithstanding Section 3.3(a) and (b) above, Logan (or any transferee permitted by Section 8.3) may provide the Major Investor five (5) days prior written notice (the “Time Exercise Notice”) of his or her desire to exercise the Time Call Option with respect to any vested Time Option Shares. The Time Exercise Notice shall state the number of Time Option Shares desired to be purchased and the aggregate amount of consideration to be paid to the Major Investor for such shares (which amount shall equal the number of Time Option Shares to be purchased multiplied by the Time Exercise Price). In the event that the Time Call Option is being exercised by someone other than Logan, the Time Exercise Notice shall be accompanied by proof (satisfactory to the Major Investor) of such person’s right to exercise the Time Call Option.

          (d) The closing of any exercise of the Time Call Option shall take place at 10:00 a.m. local time at the offices of the Major Investor, on the date specified for the proposed exercise in the Time Exercise Notice, at which time Logan (or any transferee permitted by Section 8.3) shall deliver the appropriate consideration and the Major Investor shall deliver (or cause the Company to deliver) certificates representing the shares of Class A Common Stock to be sold, free and clear of any and all liens (except those imposed by this Agreement, the Stockholders Agreement and applicable state securities laws generally), registered in the name of Logan or any other person exercising the Time Call Option.

          (e) Payment of all or any portion of the Time Exercise Price and any applicable withholding requirements may be made by reducing the number of Time Option Shares otherwise deliverable upon the exercise of the Time Call Option by a number of Time Option Shares having a fair market value equal to the Time Exercise Price plus any applicable withholding.

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          (f) To the extent that Logan has not exercised the Time Call Option with respect to all Time Option Shares, Logan shall be entitled to exercise the Time Call Option by providing one or more additional Time Exercise Notices.

ARTICLE IV

FORFEITURE OF OPTIONS

          4.1 IRR Call Option.

          (a) The IRR Call Option shall automatically terminate and be of no further force or effect, regardless of the vesting of any underlying IRR Option Shares on August 18, 2014 (the “IRR Term”).

          (b) If Logan’s employment with the Company is terminated by the Company for Cause (as defined in the Logan Employment Agreement), the IRR Call Option shall terminate and be of no further force or effect, regardless of the vesting of any underlying IRR Option Shares.

          (c) If Logan’s employment with the Company is terminated by Logan without Good Reason (as defined in the Logan Employment Agreement), all unvested IRR Option Shares shall terminate and be of no further force or effect and all vested IRR Option Shares shall continue to be exercisable for a period of one (1) year following the date of termination of employment.

          (d) If Logan’s employment with the Company is terminated by the Company without Cause, by Logan with Good Reason, upon the expiration of the Employment Period (as defined in the Logan Employment Agreement), for death or Disability (as defined in the Logan Employment Agreement) (collectively “No Cause Termination”), all unvested IRR Option Shares shall remain outstanding (and eligible to vest in connection with any subsequent Change of Control or IPO) for a period of twelve (12) months; provided, however, if an IPO does occur within such twelve (12) month period, any remaining unvested IRR Option Shares shall remain eligible to vest in accordance with the terms of Section 2.4(b)(B). To the extent that there is no Change of Control or IPO in such twelve (12) month period, the vesting of any unvested IRR Option Shares shall be determined as of the last day of such twelve month period assuming the Investment is sold as of such time and the Major Investor receives a Cash Inflow equal to the fair market value of the Investment as reflected in the financial statements of the Major Investor. All vested IRR Option Shares shall be exercisable through the end of the IRR Term in the case of a No Cause Termination.

          (e) Notwithstanding anything contained in this Section 4.1, if Logan continues to be employed by the Company after the expiration of the Employment Period, the IRR Call Option will continue to be subject to the terms of this Section 4.1 as if the Employment Agreement were still in effect (i.e., for purposes of determining

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“Cause,” “Good Reason” and “Disability,” the provisions of the Logan Employment Agreement shall apply).

          4.2 Time Call Option. The Time Call Option shall expire on the earliest to occur of:

          (a) August 18, 2014 (the “Time Call Term”);

          (b) ninety (90) days after termination of Logan’s employment by the Company for any reason other than for Cause (as defined in the Logan Employment Agreement);

          (c) the date of termination of Logan’s employment by the Company if termination is for Cause or if Cause exists on such date; or

          (d) ninety (90) days after the date of Logan’s termination of his employment for Good Reason.

ARTICLE V

ADJUSTMENTS; PREFERRED STOCK

          5.1 Adjustment. In the event of a subdivision of outstanding shares of Common Stock, a declaration of a dividend payable in shares of such Common Stock, a combination or consolidation of the outstanding shares of such Common Stock into a lesser number of shares, a recapitalization, a spin-off, a reclassification or a similar occurrence, the Major Investor shall make appropriate adjustments in (i) the number of IRR Option Shares or Time Option Shares, as the case may be, subject to the call options set forth herein and (ii) the IRR Exercise Price or Time Exercise Price, as the case may be.

          5.2 Reclassification or Reorganization.

          (a) If at any time before the expiration of the IRR Term or the Time Call Term there shall be a Change of Control or any consolidation, merger or recapitalization of the Company in which it is not the continuing or surviving corporation or pursuant to which the Company’s voting stock would be converted into cash, securities and/or other property, and the shares issuable on exercise of the ACAS Options are not sold pursuant to and in accordance with Sections 2.4 and 2.5, lawful provision shall be made so that Logan shall thereafter be entitled to receive upon exercise of the ACAS Options, the number of shares of stock or other securities or property of the successor corporation resulting from any such transaction which a holder of the shares deliverable upon exercise of the ACAS Options would have been entitled to receive in such transaction if the ACAS Options had been exercised immediately before such transaction. Upon any such transaction, this Agreement shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property

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receivable on the exercise of the ACAS Options after the consummation of such transaction, and shall be binding upon the issuer of any such stock or other securities, whether or not such person shall have expressly assumed the terms of this Agreement.

          (b) In case there occurs any reclassification or change of the outstanding securities of the Company or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of the ACAS Options) or any similar corporate reorganization on or after the date hereof; then and in each such case Logan, upon the exercise hereof at any time after the consummation of such reclassification, change, or reorganization shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which Logan would have been entitled upon such consummation if Logan had exercised the ACAS Options immediately prior thereto, all subject to further adjustment pursuant to the provisions of this Agreement.

          5.3 Preferred Stock. As of the date hereof, none of ACS, ACE I or ACE II own shares of Class A Common Stock but own shares of Preferred Stock and Warrants each of which entitle ACS, ACE I or ACE II to acquire shares of Class A Common Stock, including, without limitation in connection with exercises of the ACAS Options. Each of ACS, ACE I and ACE II agrees that it will in a timely fashion convert its Preferred Stock into or exercise its Warrants for Class A Common Stock in an amount sufficient to permit exercises of the ACAS Options in accordance with the terms hereof. Any exercise of the ACAS Options shall be pro rata among ACS, ACE I and ACE II such that upon exercise of the ACAS Options, the number of shares of Class A Common Stock to be purchased by Logan from ACS, ACE I and ACE II in respect of such exercise shall be based on the percentage of Preferred Stock, Common Stock and Warrants held by ACS, ACE I and ACE II, as applicable, as it relates to the total number of shares of Preferred Stock, Common Stock and Warrants held by ACS, ACE I and ACE II collectively. For example, if Logan exercises an ACAS Option to purchase 100 shares of Class A Common Stock, and at such time, ACS owns 700 shares of Class A Common Stock, ACE I owns 200 shares of Class A Common Stock and ACE II owns 100 shares of Class A Common Stock, Logan shall purchase 70 shares of Class A Common Stock from ACS, 20 shares of Class A Common Stock from ACE I and 10 shares of Class A Common Stock from ACE II. The parties agree that any sale of Preferred Stock in a Change of Control shall be considered a sale of Common Stock issuable on conversion thereof for purposes of Sections 2.4 and 3.3(a) hereof and the Major Investor’s obligations thereunder. The parties agree that any sale by the Major Investor of shares of Preferred Stock as part of a transaction contemplated by Sections 2.5 and 3.3(b) hereof shall be considered a sale of the Common Stock issuable on conversion thereof and the Major Investor’s obligations thereunder.

ARTICLE VI

NOTICES AND INFORMATION; REGISTRATION

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          6.1 Notices. The Major Investor will provide Logan the following information and notices:

          (a) Thirty (30) days notice of any potential Change of Control or IPO, including the anticipated price and other terms, an estimate of the IRR, ROI and the number of IRR Option Shares which would vest and become exercisable and an estimate of the net proceeds which would be received by Logan as a result of completion of the Change of Control or IPO.

          (b) Within ten (10) Business Days of any of the events or dates set forth in Section 2.3(b), the Major Investor will provide Logan information in writing in reasonable detail with respect to such event or the occurrence of such date setting forth the IRR and ROI as calculated by the Major Investor, the Cash Outflows and Cash Inflows received or disbursed to date, and the number of IRR Option Shares vested as a result of any such event or as a result of the occurrence of any date.

          (c) Following the occurrence of any Change in Control and concurrently with the disbursement to Logan of any proceeds payable to him in accordance with the terms of this Agreement, a statement in reasonable detail setting forth the manner in which the amount of proceeds payable to him was calculated, including, without limitation, the Cash Inflows and Cash Outflows (including dates and nature of transaction), the IRR, ROI and the number of IRR Option Shares which vested as a result.

          (d) In each of the cases set forth in (a) to (c) above, the nature and detail of the information required to be presented is that which would permit Logan to compute the IRR using the information used by the Major Investor to compute the IRR and ROI.

          6.2 Reduction of Call Options. Notwithstanding the grants of IRR Option Shares and Time Option Shares set forth herein, the net amount of such shares for which the options herein are exercisable shall be reduced, on an economically equivalent basis, by each option to purchase such shares granted to Logan by the Company after the date hereof, provided that the terms of such replacement options are no less favorable to Logan than (based on an objective “no less favorable than” standard) the terms of the options granted pursuant to this Agreement.

          6.3 Registration.

          (a) Following an IPO, to the extent that in the reasonable opinion of counsel to the Company, the IRR Call Option, the Time Call Option or the Stock Options (as defined in the Employment Agreement), as the case may be, are eligible for registration on Form S-8 (or if such form is not available, such other similar form as is available), the Major Investor shall cause the Company on or before the date forty-five (45) days after the IPO, to register on Form S-8 the shares issuable on exercise of the IRR Call Option, the Time Call Option or the Stock Options and to keep such registration

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statement effective until the earlier of (a) ten years from the date of the IPO or (b) the time at which Logan shall have disposed of all shares issuable on exercise of the IRR Call Option, the Time Call Option or the Stock Options. On and after the first anniversary of the IPO, the Company shall, at the request of Logan, file and keep effective and current for the period noted above, a “resale prospectus” registering for resale the shares issuable on exercise of the options referred to above.

          (b) If following an IPO, the IRR Call Option, the Time Call Option or the Stock Options, as the case may be, are not eligible for registration on Form S-8 (or if such form is not available, such other similar form as is available), but the Company is eligible to use Form S-3 (or any successor form) for registration of secondary sales of securities, the Major Investor shall, at the request of Logan, cause the Company to promptly register on Form S-3 the shares issuable on exercise of the IRR Call Option, the Time Call Option or the Stock Options and to keep such registration statement effective until the earlier of (a) ten years from the date of the IPO or (b) the time at which Logan shall have disposed of all shares issuable on exercise of any IRR Call Option, the Time Call Option or the Stock Options. On and after the first anniversary of the IPO, the Company shall, at the request of Logan, file and keep effective and current for the period noted above, a “resale prospectus” registering for resale the shares issuable on exercise such call options.

ARTICLE VII

NO RIGHTS AS STOCKHOLDER; STOCKHOLDERS AGREEMENTS

          7.1 No Rights as Stockholder. Logan acknowledges that he shall have no rights as a stockholder with respect to IRR Option Shares or Time Option Shares until Logan has exercised his option to purchase such shares and paid the purchase price therefore.

          7.2 Stockholders Agreement.

          (a) Logan acknowledges that the shares of Common Stock, if any, purchased pursuant to this Agreement shall be subject to all of the terms and conditions of the Stockholders Agreement and shall be deemed “Incentive Stock” (as defined therein) for all purposes thereunder.

          (b) ACAS, in its capacity as a Stockholder under the Stockholders Agreement hereby acknowledges that, pursuant to the terms of the Employment Agreement between Logan and the Company, Section 6.1(i)(b) of the Stockholders Agreement does not apply to Logan.

ARTICLE VIII

MISCELLANEOUS

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          8.1 Notices. Any notice required, permitted, or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have been sufficiently given or served for all purposes when telecopied, when delivered by hand or received by registered or certified mail, postage prepaid, or by nationally recognized overnight courier service addressed to the party to receive such notice at the following address or any other address substituted therefor by notice pursuant to these provisions:

          If to the Major Investor, at:

American Capital Strategies, Ltd.
505 Fifth Avenue
New York, New York 10017
Attention: Robert Klein

 Managing Director and Principal
 Dustin Smith
 Principal

Fax: (212) 213-2060

          with a copy to:

American Capital Strategies, Ltd.
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
Attention: Compliance Officer
Fax: (301) 654-6714

          If to Logan, at his address as set forth in the records of the Company.

          8.2 Withholding Taxes. Logan acknowledges and agrees that the Major Investor may directly or indirectly withhold from any payments or distributions (including the distribution of any securities) under this Agreement all federal, state, city or other taxes that are required to be withheld pursuant to any law or governmental regulation.

          8.3 Assignability. Logan may not, without the Major Investor’s written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. Notwithstanding the foregoing, (a) the ACAS Options may be assigned by beneficiary designation, will or intestate succession, in which case IRR Option Shares or Time Option Shares, as the case may be, may be exercised by Logan’s heirs or any legal representative (provided the transferee agrees in writing to be bound by all provisions of this Agreement and to indemnify the Major Investor for any liability that may arise in connection with such transfer) and (b) all of ACAS’s rights and obligations hereunder may be assigned or transferred by ACAS to and may be assumed by and become binding upon and may inure

15

to the benefit of any Major Investor. ACAS agrees that no Person shall become a Major Investor with respect to the Agreement without agreeing to be bound hereby.

          8.4 Investment Intent. Logan represents and agrees that the IRR Option Shares and Time Option Shares to be acquired hereunder will be acquired for investment, and not with a view to the sale or distribution thereof. Logan represents that he is an “accredited investor” (as defined in Regulation D under the Securities Act).

          8.5 Modification. This Agreement may not be modified or amended except in writing signed by the parties. No term or condition of this Agreement will be deemed to have been waived except in writing by the party charged with waiver. A waiver will operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived.

          8.6 Effect of Prior Agreements. This Agreement, together with the Stockholders Agreement and the Employment Agreement constitute the sole and entire agreements and understandings between Logan and the Major Investor with respect to the matters covered hereby and thereby, and there are no other promises, agreements, representations, warranties or other statements between Logan and the Major Investor in respect to such matters not expressly set forth in these agreements. These agreements supersede all prior and contemporaneous agreements, understandings or other arrangements, whether written or oral, concerning the subject matter thereof, including the Original Agreement.

          8.7 Severability. All provisions of this Agreement are intended to be severable. In the event any provision or restriction contained herein is held to be invalid or unenforceable in any respect, in whole or in part, such finding will in no way affect the validity or enforceability of any other provision of this Agreement. The parties hereto further agree that any such invalid or unenforceable provision will be deemed modified so that it will be enforced to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any restriction herein to be unreasonable in any respect, such court may limit this Agreement to render it reasonable in the light of the circumstances in which it was entered into and specifically enforce this Agreement as limited.

          8.8 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original by the party executing the same but all of which together will constitute one and the same instrument.

          8.9 No Waiver. No course of dealing or any delay on the part of the Major Investor or Logan in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver of any other breach or default.

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          8.10 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be wholly performed therein without reference to conflicts of law principles, except as otherwise provided.

          8.11 Binding Arbitration.

          (a) Logan and the Major Investor hereby agree that any controversy or claim arising out of or relating to this Agreement, including the arbitrability of any controversy or claim, which cannot be settled by mutual agreement will be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state arbitration law) as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may, upon ten (10) days’ notice to the other party, be submitted to arbitration in Orange County, California, to the American Arbitration Association, before a single arbitrator appointed in accordance with the Commercial Dispute Resolution Procedures and Rules of the American Arbitration Association, as such procedures and rules may be amended from time to time and modified only as herein expressly provided. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings.

          (b) The decision of the arbitrator on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The parties agree that this provision has been adopted by the parties to rapidly and inexpensively resolve any disputes between them and that this provision will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation.

          (c) Except as otherwise provided in this Agreement or by law, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of either party as the arbitrator deems appropriate. In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney.

          (d) The parties will keep confidential, and will not disclose to any person (except to their legal advisors, in order to enforce any award hereunder or as may be required by law), the existence of any controversy under this Section 8.11, the referral of any such controversy to arbitration or the status or resolution thereof.

          (e) The parties acknowledge that this agreement to submit to arbitration includes all controversies or claims of any kind (e.g., whether in contract or in

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tort, statutory or common law, legal or equitable) now existing or hereafter arising under any federal, state, local or foreign law.

          (f) Each party acknowledges that (i) before entering into this Agreement, it has had the opportunity to consult with any attorney or other advisor of its choice, (ii) it has entered into this Agreement of its own free will, (iii) that no promises or representations have been made to induce it to enter into this Agreement other than the express terms set forth herein and (iv) that it has read this Agreement and understands all of its terms, including the waiver of rights set forth in this Section.

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          IN WITNESS WHEREOF, the parties have duly executed and delivered this Amended and Restated Call Option Agreement to be effective as of the date first above written.

AMERICAN CAPITAL STRATEGIES, LTD.
By:	/s/ Robert Klein
	Robert Klein
	Senior Vice President
AMERICAN CAPITAL EQUITY I, LLC
By: American Capital Equity Management, LLC,        Its manager
By:	/s/ Robert Klein
	Robert Klein
	Vice President
AMERICAN CAPITAL EQUITY II, LLC
By: American Capital Equity Management, LLC,        Its manager
By:	/s/ Robert Klein
	Robert Klein
	Vice President
/s/ Thomas Logan THOMAS D. LOGAN

SECOND AMENDED AND RESTATED LOGAN CALL OPTION AGREEMENT

EX-10.16

Exhibit 10.16

EMPLOYMENT AGREEMENT
of
THOMAS D. LOGAN
MIRION TECHNOLOGIES, INC.

          EMPLOYMENT AGREEMENT (this “Agreement”), entered into this 15th day of August 2006, by and between MIRION TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and THOMAS D. LOGAN (“Executive”).

          In consideration of the mutual agreements set forth below and set forth in the Confidentiality and Intellectual Property Agreement attached hereto as Exhibit_A (the “Non-Disclosure Agreement”), and for other good and valuable consideration given by each party to this Agreement to the other, the receipt and sufficiency of which are hereby acknowledged, the Company agrees to hire Executive and Executive agrees to serve the Company as an employee pursuant to the terms and subject to the conditions that follow.

     1. Employment.

          (a) The Company hereby agrees to employ Executive, and Executive hereby agrees to accept employment with the Company, upon the terms and conditions contained in this Agreement, effective as of the date hereof (the “Effective Date”). Executive’s employment with the Company shall continue until three (3) years from the Effective Date, subject to earlier termination of such employment pursuant to the terms hereof (the “Employment Period”).

     2. Duties.

          (a) During the Employment Period, Executive shall serve as Chief Executive Officer of the Company (“CEO”). Executive’s duties and responsibilities as CEO shall include the day-to-day management and operation of the Company’s business, as well as those duties customarily associated with an officer with a similar title or as may be assigned to him from time to time by the Board. Executive shall serve on the Board of Directors of the Company (the “Board”) for successive terms during the Employment Period. Executive shall devote his full-time attention and energies in his employment with the Company; provided, however, that this Agreement shall not be interpreted as prohibiting Executive from (i) serving on the Boards of Directors of unrelated companies or (ii) in accordance with the policies and procedures of the Company, managing his personal affairs or engaging in charitable or civic activities, so long as, in each case, such activities do not interfere in any material respect with the performance of Executive’s duties and responsibilities hereunder.

     3. Compensation and Benefits. In consideration of entering into this Agreement and as full compensation for Executive’s services hereunder, during the Employment Period, Executive shall receive the following compensation and benefits:

          (a) Base Salary. The Executive shall receive an initial base salary of $275,000.00 per year (“Base Salary”). Base Salary shall be payable in accordance with the payroll policies from time to time in effect at the Company. Executive’s Base Salary shall be subject to increase (but not decrease) on an annual basis as the Board shall determine.

          (b) Incentive Bonuses. In addition to Base Salary, during the Employment Period, Executive shall be eligible to receive an annual incentive bonus targeted at fifty percent (50%) of Base Salary, with the potential to receive up to one hundred percent (100%) of Base Salary, based on the achievement of financial and business criteria determined by the Board in consultation with Executive, such criteria to include, without limitation, agreed upon sales and EBITDA targets (the “Incentive Bonus”). The Incentive Bonus will be paid in cash within forty-five (45) days after the Company’s receipt of audited financial statements for the prior fiscal year (but in no event later than one hundred and thirty-five (135) days after the end of such prior fiscal year).

          (c) Vacation. Executive shall be entitled to four (4) weeks vacation per calendar year, accrued in accordance with the usual vacation policies in effect at the Company.

          (d) Benefits. Executive shall participate in and be entitled to receive, but without duplication, all benefits, including paid time off, offered to senior executives of the Company.

          (e) Stock Options. The Executive will be granted non-qualified options to purchase shares of common stock, par value $.001 per share, of the Company (the “Common Stock”) (such options are referred to herein as the “Stock Options”). The Company has awarded Stock Options to Executive to purchase 14,564 of its Common Stock at an exercise price equal to $88.75 per share pursuant to the Stock Option Agreement and Notice of Stock Option Grant dated as of January 1, 2006 (the “Stock Option Agreement”). Stock Options, and stock issuable upon exercise thereof, will be subject to the terms and conditions of the Company’s 2006 Stock Plan (the “Option Plan”). All Stock Options granted pursuant to this Section 3(e) shall fully vest upon a Change of Control. In the event of an initial public offering of the Common Stock in an underwritten offering under the Securities Act of 1933, as amended (an “IPO”), fifty percent (50%) of the then unvested Stock Options granted pursuant to this Section 3(e) shall vest and become exercisable (subject to customary lock-ups).

          (f) “Fully Diluted Basis” shall mean the total number of shares of Common Stock which are issued and outstanding plusthe total number of shares of Common Stock which would be issued and outstanding assuming the exercise of all outstanding options issued pursuant to the Stock Option Plan, the exercise of all warrants or rights to purchase Common Stock and the conversion of all outstanding securities, including the Company’s Series A-1 Convertible Participating Preferred Stock and Series

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A-2 Convertible Participating Preferred Stock, par value $.001 per share (collectively, the “Preferred Stock”).

          (g) Change of Control Defined. For the purposes of this Agreement, “Change of Control” shall mean, with respect to the Company, a transaction or a series of related transactions involving:

               (i) The sale of fifty-one percent (51%) or more of the assets (based on their fair market value) of the Company; or

               (ii) The sale by the Company or stockholders of the Company in a single transaction or in a series of related transactions after the Effective Date of equity securities in the Company constituting greater than fifty percent (50%) of the voting power thereof; or

               (iii) Any consolidation, merger or recapitalization of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the Company’s voting stock would be converted into cash, securities and/or other property, other than any such transaction in which holders of the Company’s voting stock immediately before the transaction, in the aggregate, have (or upon conversion, exercise or similar action would have) on the same proportionate basis that existed prior to the transaction, more than fifty percent (50%) of the voting power of all issued and outstanding securities of the surviving corporation after the transaction.

For the avoidance of doubt, the conversion of Preferred Stock into Common Stock shall not be deemed a “Change of Control”.

          (h) “Business Day” shall mean any day of the year on which national banking institutions in Orange County, California and New York, New York are open to the public for conducting business and are not required or authorized to close

     4. Reimbursement for Expenses. During the Employment Period, Executive shall be entitled to incur on behalf of the Company reasonable and necessary expenses in connection with his duties in accordance with the Company’s policies and the Company shall pay for or reimburse Executive for all such expenses upon presentation of proper receipts therefore including, without limitation, (a) reimbursement for air travel expenses for coach commercial airline travel for Executive to fly to and/or from his home to Orange County, California up to two (2) round trips per week, including the reasonable costs of ground transportation and parking generally associated with air travel (such costs not to exceed $350.00 per round trip); provided, however, should Executive elect to make such trips with his personal aircraft, Executive will be reimbursed for the costs associated with such travel (such costs not to exceed $350.00 per round trip) and (b) the costs of monthly lease, insurance and maintenance payments for an open ended lease as quoted by Automotive Resources International for a vehicle one grade above those provided to GDS’s field representatives generally. In addition, until such time as a new President of Global Dosimetry Solutions, Inc. (“GDS”) begins

3

employment with GDS and for sixty (60) days thereafter, Executive shall be entitled to the costs of a moderately priced, furnished, one bedroom apartment in Orange County, California (which apartment shall be no further than twenty miles from the Company’s headquarters).

     5. Termination. Executive’s employment relationship with the Company hereunder may be terminated as follows:

          (a) Automatically in the event of the death of Executive;

          (b) At the option of the Company, by written notice to Executive or his personal representative in the event of the Permanent Disability of Executive. As used herein, the term “Permanent Disability” shall mean a physical or mental incapacity or disability as a result of which Executive has been unable to render the services required hereunder (A) for one hundred eighty (180) days in any twelve (12) month period or (B) for a period of one hundred twenty (120) successive days;

          (c) At the option of the Company for Cause (as defined in Section 6(e));

          (d) At the option of the Company at any time without Cause, subject to the Company’s obligations under Section 6(c) hereof;

          (e) At the option of Executive other than for Good Reason (as defined in Section 6(f)), on sixty (60) days prior written notice to the Company; or

          (f) At the option of Executive for Good Reason, on thirty (30) days prior written notice to the Company.

     6. Payments.

          (a) Death. Upon the termination of Executive’s employment due to death, Executive or his legal representatives shall be entitled to receive from the Company (i) an amount equal to Base Salary payable through the date of termination, plus (ii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year in which termination occurs (which portion of the Incentive Bonus shall be reasonably determined by the Board as of the date of termination of employment), payable at the same time as such payment would be made during Executive’s regular employment with the Company, plus (iii) the continuation of health benefits for Executive’s family for one (1) year. Executive or his legal representatives shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with Company policies.

          (b) Permanent Disability. Upon the termination of Executive’s employment due to Permanent Disability, Executive or his legal representatives shall be entitled to receive from the Company (i) an amount equal to Base Salary payable through

4

the date of termination, plus (ii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year in which termination occurs (which portion of the Incentive Bonus shall be reasonably determined by the Board as of the date of termination of employment), payable at the same time as such payment would be made during Executive’s regular employment with the Company, plus (iii) the continuation of health benefits for Executive’s family for one (1) year. Executive or his legal representatives shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with Company policies.

          (c) Termination Without Cause or by Executive for Good Reason. If Executive’s employment has been terminated by the Company at any time during the Employment Period without Cause or by Executive for Good Reason, Executive shall be entitled to an amount equal to the sum of:

               (i) Base Salary through the date of termination, plus;

               (ii) Base Salary for the Severance Period (as defined in Section 6(g)), payable in accordance with the usual payroll policies in effect at the Company as if Executive was employed at the time (any payments made pursuant to this agreement during the Severance Period shall be in lieu of any severance payments generally paid by the Company to its employees, including pursuant to any plan or policy of the Company), plus;

               (iii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year in which termination occurs (which portion of such bonus shall be reasonably determined by the Board), payable at the same time as such payment would be made while Executive was employed or acting as a consultant, as the case may be, with the Company, plus;

               (iv) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus;

               (v) continuation of all health benefits offered to senior executives of the Company for the Severance Period.

          The Company agrees that if the Executive’s employment with the Company is terminated without Cause or by the Executive for Good Reason, the Executive is not required to seek other employment or to attempt in any way to reduce any amount payable to the Executive by the Company pursuant to this Agreement.

          (d) Termination for Cause or by Executive other than for Good Reason. Except for Base Salary through the pay period in which his employment was terminated and any accrued and unpaid vacation pay or other benefits which may be owing in accordance with Company policies or applicable law, Executive shall not be entitled to receive severance or other pay or compensation of any kind from the Company

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after the last date of employment with the Company upon the termination of his employment hereunder by the Company for Cause pursuant to Section 5(c) or upon Executive’s termination of employment by the Company for other than Good Reason.

          (e) Cause Defined. For purposes of this Agreement, the term “Cause” shall mean that Executive:

               (i) committed or engaged in an act of fraud, embezzlement, sexual harassment, dishonesty or theft in connection with Executive’s duties for the Company or any subsidiary of the Company;

               (ii) materially breached or defaulted under his agreements or obligations under this Agreement or the Non-Disclosure Agreement or any similar agreement with the Company or any subsidiary of the Company (which breach or default, if reasonably capable of cure, is not cured within two (2) Business Days after written notice thereof is received by Executive or, if reasonably capable of cure but not within two (2) Business Days, the Executive shall not have commenced cure in good faith within such two (2) Business Days and completed such cure as promptly as reasonably practical thereafter);

               (iii) is convicted of, or pleads nolo contendere with respect to, a felony; or

               (iv) engaged in an act of gross negligence or willful failure to perform his duties or responsibilities, including the failure to follow in any material respect a direction or written policy of the Board (which breach or default, if reasonably capable of cure, is not cured within five (5) Business Days after written notice thereof or, if reasonably capable of cure but not within five (5) Business Days, the Executive shall not have commenced cure in good faith within such five (5) Business Days and completed such cure as promptly as reasonably practical thereafter).

          (f) Good Reason Defined. For purposes of this Agreement, the term “Good Reason” shall mean in the absence of the written consent of Executive:

               (i) a reduction in Executive’s Base Salary by the Company, a material reduction or discontinuance of any material incentive compensation or expense reimbursement plan or the taking of any action with the purpose of materially adversely affecting the Executive’s participation in benefits under any fringe benefit provided to Executive; provided, that the actions referred to in this Section (i) above (other than with respect to a reduction in base salary) shall not constitute “good reason” if such actions were taken by a Company as part of an overall plan by the Company and made applicable to the same extent to all employees of the Company;

               (ii) a diminution in Executive’s title or position or a significant diminution in Executive’s authorities, duties or responsibilities with respect to the Company, in each case, from those contemplated in Section 2 (other than isolated actions

6

not taken in bad faith and remedied by the Company within the cure period set forth below;

               (iii) the requirement by the Company that Executive be based in an office which is more than twenty-five (25) miles from the Company’s headquarters at Bishop Ranch 8, 3000 Executive Parkway Suite 518, San Ramon, CA or be required to relocate; or

               (iv) any failure by the Company to comply with any material provision of this Agreement, any stock option agreement or other material agreement between the Executive and the Company.

          Notwithstanding the foregoing, in the event that Executive provides written notice of termination for Good Reason in reliance upon any of the circumstances contained in Section 6(e), the Company shall have the opportunity to cure such circumstances within fifteen (15) days of receipt of such notice. If Executive does not deliver to the Company a notice of termination within the ninety (90) day period after Executive has knowledge that an event constituting Good Reason has occurred, such event will no longer constitute Good Reason.

          (g) Severance Period Defined. For purposes of this Agreement, “Severance Period” shall mean the period, if any, beginning on the date of termination of Executive’s employment as described in Section 6(c) and ending on the date which is twelve (12) months thereafter. Any severance payments made pursuant to this agreement shall be in lieu of any severance payments generally paid by the Company to its employees.

          (h) Condition to Payment. All payments and benefits due to Executive under this Section 6 which are not otherwise required by law shall be contingent upon (i) execution by Executive (or Executive’s beneficiary or estate) of a general release of all claims, in substantially the form attached hereto as Exhibit B and (ii) compliance by Executive with his obligations under the Stockholders Agreement among the Company and the stockholders party thereto dated as of December 22, 2005 (as amended from time to time, the “Stockholders Agreement”).

          (i) Survival. This Section 6 shall survive any termination or expiration of this Agreement.

     7. Non-Disclosure Agreement. Simultaneous with the execution and delivery of this Agreement, the Company and the Executive shall execute and deliver the Non-Disclosure Agreement incorporated herein by reference. The Non-Disclosure Agreement shall survive any termination of this Agreement in accordance with the terms of the Non-Disclosure Agreement.

     8. Indemnification. The Company will indemnify Executive, in his capacity as an officer and/or director of the Company, to the fullest extent permitted by the laws of

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the State of Delaware, in effect at that time, or the certificate of incorporation and by-laws of the Company, whichever affords the greater protection to Executive not withstanding termination hereof. This Section 8 shall survive any termination or expiration of this Agreement.

     9. Withholding Taxes. Executive acknowledges and agrees that the Company may directly or indirectly withhold from any payments under this Agreement all federal, state, city or other taxes that will be required pursuant to any law or governmental regulation.

     10. Effect of Prior Agreements. This Agreement, together with (a) the Non-Disclosure Agreement, (b) the Stockholders Agreement, (c) the Stock Option Agreement and (e) the Amended and Restated Call Option Agreement between the Executive and ACAS, dated as of the date hereof, constitute the sole and entire agreements and understandings between Executive and the Company with respect to the matters covered hereby and thereby, and there are no other promises, agreements, representations, warranties or other statements between Executive and the Company in respect to such matters not expressly set forth in these agreements. These agreements supersede all prior and contemporaneous agreements, understandings or other arrangements, whether written or oral, concerning the subject matter thereof, including, without limitation, the Consulting Agreement between Dosimetry Acquisitions (U.S.), Inc. and Executive dated April 19, 2004 and the Employment Agreement between GDS and Executive dated April 19, 2004, each of which shall be deemed terminated and of no further force or effect as of the Effective Date.

     11. Notices. Any notice required, permitted, or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have been sufficiently given or served for all purposes when telecopied, when delivered by hand or received by registered or certified mail, postage prepaid, or by nationally reorganized overnight courier service addressed to the party to receive such notice at the following address or any other address substituted therefor by notice pursuant to these provisions:

          If to the Company, at:

Mirion Technologies, Inc.
c/o American Capital Strategies, Ltd.
505 Fifth Avenue, 26th Floor
New York, New York 10017
Attention: Robert Klein, Managing Director and Principal
                 Dustin Smith, Vice President
Fax: (212) 213-2060

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          with a copy to:

American Capital Strategies, Ltd.
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
Attention: Compliance Officer
Fax: (301) 654-6714

          If to Executive, at his address as set forth in the records of the Company.

     12. Assignability. The duties and obligations of Executive may not be delegated and Executive may not, without the Company’s written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein, provided that any rights to compensation or benefits hereunder shall accrue for the benefit of and may be enforced by Executive’s estate or legal representatives, heirs and successors. Any such attempted delegation or disposition shall be null and void and without effect. The Company and Executive agree that this Agreement and all of the Company’s rights and obligations hereunder may be assigned or transferred by the Company to and may be assumed by and become binding upon and may inure to the benefit of any successor to the Company. The term “successor” shall mean (with respect to the Company or any of its subsidiaries) any other corporation or other business entity which, by merger, consolidation, purchase of the assets, or otherwise, acquires all or a material part of its assets. Any assignment by the Company of its rights or obligations hereunder to any successor to the Company shall not be a termination of employment for purposes of this Agreement. The Company agrees to provide Executive prior written notice of any transaction with any successor and, if such successor succeeds to the business of the Company by purchase of assets, to provide the Executive evidence of the assumption of this Agreement.

     13. Modification. This Agreement may not be modified or amended except in writing signed by the parties. No term or condition of this Agreement will be deemed to have been waived except in writing by the party charged with waiver. A waiver will operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived.

     14. Governing Law. This Agreement has been executed and delivered in the State of California and its validity, interpretation, performance and enforcement will be governed by the laws of that state applicable to contacts made and to be performed entirely within that state.

     15. Severability. All provisions of this Agreement are intended to be severable. In the event any provision or restriction contained herein is held to be invalid or unenforceable in any respect, in whole or in part, such finding will in no way affect the validity or enforceability of any other provision of this Agreement. The parties hereto further agree that any such invalid or unenforceable provision will be deemed modified so that it will be enforced to the greatest extent permissible under law, and to the extent

9

that any court of competent jurisdiction determines any restriction herein to be unreasonable in any respect, such court may limit this Agreement to render it reasonable in the light of the circumstances in which it was entered into and specifically enforce this Agreement as limited.

     16. No Waiver. No course of dealing or any delay on the part of the Company or Executive in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver of any other breach or default.

     17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original by the party executing the same but all of which together will constitute one and the same instrument.

     18. Binding Arbitration.

          (a) Generally. Executive and the Company hereby agree that any controversy or claim arising out of or relating to this Agreement, the employment relationship between Executive and the Company, or the termination thereof, including the arbitrability of any controversy or claim, which cannot be settled by mutual agreement will be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state arbitration law) as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may, upon ten (10) days’ notice to the other party, be submitted to arbitration in Orange County, California, to the American Arbitration Association, before a single arbitrator appointed in accordance with the Commercial Dispute Resolution Procedures and Rules of the American Arbitration Association, as such procedures and rules may be amended from time to time and modified only as herein expressly provided. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. Notwithstanding the foregoing, any controversy or claim arising out of or relating to the Non-Disclosure Agreement shall not be subject to this Section 18 and shall be resolved only in accordance with provisions of the Non-Disclosure Agreement.

          (b) Binding Effect. The decision of the arbitrator on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The parties agree that this provision has been adopted by the parties to rapidly and inexpensively resolve any disputes between them and that this provision will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation.

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          (c) Fees and Expenses. Except as otherwise provided in this Agreement or by law, the arbitrator will be authorized to apportion its fees and expenses and the reasonable attorneys’ fees and expenses of either party as the arbitrator deems appropriate. In the absence of any such apportionment, the fees and expenses of the arbitrator will be borne equally by each party, and each party will bear the fees and expenses of its own attorney.

          (d) Confidentiality. The parties will keep confidential, and will not disclose to any person (except to their legal advisors, in order to enforce any award hereunder or as may be required by law), the existence of any controversy under this Section 18, the referral of any such controversy to arbitration or the status or resolution thereof. In addition, the confidentiality restrictions set forth in the Non-Disclosure Agreement shall continue in full force and effect.

          (e) Waiver. Executive acknowledges that this agreement to submit to arbitration includes all controversies or claims of any kind (e.g., whether in contract or in tort, statutory or common law, legal or equitable) now existing or hereafter arising under any federal, state, local or foreign law (except for any claims or controversy arising out of the Non-Disclosure Agreement), including, but not limited to, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Americans With Disabilities Act and all similar federal, state and local laws, and Executive hereby waives all rights thereunder to have a judicial tribunal and/or a jury determine such claims.

          (f) Acknowledgment. Each of the parties hereto acknowledges that before entering into this Agreement, it has had the opportunity to consult with any attorney or other advisor of its choice, and that this provision constitutes advice from the other party to do so. Each party further acknowledges that it has entered into this Agreement of its own free will, and that no promises or representations have been made to it by any person to induce it to enter into this Agreement other than the express terms set forth herein. Each party further acknowledges that it has read this Agreement and understands all of its terms, including the waiver of rights set forth in this Section. Executive may take up to twenty-one (21) days from today to consider, sign and return this Agreement. In addition, Executive may revoke this Agreement after signing it, but only by delivering a signed revocation notice to the Company within seven (7) days of signing this Agreement. Such a revocation shall constitute a resignation from Executive’s employment, and shall void this Agreement and the Non-Disclosure Agreement, except for paragraph 1 of the Non-Disclosure Agreement regarding Executive’s duty not to use or disclose confidential information, which shall remain in full force and effect.

     19. Counsel Fees of Executive. The Company agrees to pay the reasonable fees and expenses of counsel to Executive incurred in connection with negotiation, execution and delivery of this Agreement and any agreements or other documents executed and delivered in connection herewith, including, without limitation, any

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amendments, modifications or waivers of this Agreement or any agreements or other documents executed and delivered in connection herewith (collectively, “Ancillary Agreements”). The parties agree to work in good faith in order to complete any Ancillary Agreement in as expeditious a manner as practicable. To the extent that the Company’s payment of any of the expenses set forth herein constitute W-2 wage income to Executive, the Company shall gross up the amount of such payment to reimburse Executive for taxes thereon.

     20. 280(g) Gross-up. Each of the Company and the Executive agree to be bound by the provisions of Exhibit C attached hereto.

     21. Stockholders Agreement. For purposes of the Stockholders Agreement (a) the “Non-Compete Period” shall mean, with respect to Executive, one (1) year and (b) Section 6.1(i)(b) shall not be applicable to Executive.

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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day written above.

MIRION TECHNOLOGIES, INC.
By:	/s/ C. William Hosler
	Name:	C. William Hosler
	Title:	Vice President/Chief Financial Officer
EXECUTIVE
/s/ Thomas D. Logan
Thomas D. Logan

SIGNATURE PAGE TO THE EMPLOYMENT AGREEMENT OF THOMAS D. LOGAN

EXHIBIT A

NON-DISCLOSURE AGREEMENT

MIRION TECHNOLOGIES, INC.

     CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”), dated as of August 15, 2006, between MIRION TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and THOMAS D. LOGAN (“Executive”).

     WHEREAS, the definition of “Company” in this Agreement includes the Company, together with all of the Company’s direct and indirect subsidiaries.

     WHEREAS, Executive has been employed by the Company and has entered into an employment agreement, dated as of the date hereof, with the Company (the “Employment Agreement”). In such role, Executive has and will receive specific confidential information and training relating to the business of the Company, which confidential information and training is necessary to enable Executive to perform Executive’s duties and to receive future compensation. Executive will play a significant role in the development and management of the business of the Company and will be entrusted with the Company’s confidential information relating to the Company, the Company’s customers and others.

     WHEREAS, Executive acknowledges that during the course of Executive’s employment with the Company, Executive has been and will be involved in the current and future business of the Company, as set forth above.

     WHEREAS, it is a condition to Executive’s employment by the Company that Executive execute and deliver this Agreement.

     NOW, THEREFORE, it is mutually agreed as follows:

     1. Confidentiality. Executive shall not, during the term of Executive’s employment with the Company or at any time thereafter, directly or indirectly, divulge, use, furnish, disclose, exploit or make available to any person or entity, whether or not a competitor of the Company, any Confidential Information, except as may be necessary in connection with the faithful performance of his duties to the Company. Notwithstanding the foregoing, in addition to the matters set forth herein regarding Confidential Information, Executive agrees to be bound by any policies or procedures of the Company which are generally applicable to all senior employees of the Company with respect to the protection of Confidential Information.

     As used herein, the term:

     (a) “Confidential Information” shall mean trade secrets, confidential or proprietary information, and all other information, documents or materials, relating to, owned, developed or possessed by the Company, whether in tangible or intangible form. Confidential Information includes, but is not limited to, (i) financial information, (ii) products, (iii) product and service costs, prices, profits and sales, (iv) new business, technical or other ideas, proposals, plans and designs, (v) business strategies, (vi) product and service plans, (vii) marketing plans and studies, (viii) forecasts, (ix) budgets, (x) projections, (xi) computer programs, (xii) data bases

and the documentation (and information contained therein), (xiii) computer access codes and similar information, (xiv) source code, (xv) know-how, technologies, concepts and designs, including, without limitation, patent applications, (xvi) research projects and all information connected with research and development efforts, (xvii) records, (xviii) business relationships, methods and recommendations, (xix) existing or prospective client, customer, vendor and supplier information (including, but not limited to, identities, needs, transaction histories, volumes, characteristics, agreements, prices, identities of individual contacts, and spending, preferences or habits), (xx) training manuals and similar materials used by the Company in conducting its business operations, (xxi) skills, responsibilities, compensation and personnel files of employees, directors and independent contractors, (xxii) competitive analysis, (xxiii) contracts with other parties, and (xxiv) other confidential or proprietary information that has not been made available to the general public by the senior management of the Company. Confidential Information shall not include information that (I) is or becomes generally available to the public through no act or omission on the part of Executive, (II) is hereafter received on a non-confidential basis by Executive from a third party who has, to the Executive’s knowledge, the lawful right to disclose such information, or (III) Executive is required to disclose pursuant to court order or law.

     Executive further agrees to take reasonable measures to prevent unauthorized persons or entities from obtaining or using Confidential Information. Promptly upon termination, for any reason, of Executive’s employment with the Company, Executive agrees to deliver to the Company all property and materials within Executive’s possession or control which belong to the Company or which contain Confidential Information, other than information to which he is entitled to maintain as a Director (which such information shall continue to remain subject to the terms hereof).

     2. Intellectual Property. All processes, innovations, trade secrets, drawings, business processes, secret processes, know-how, improvements, formulations, ideas, inventions, designs and discoveries, whether patentable or not (collectively “Discoveries”), and all patents, copyrights, trademarks, applications for the foregoing and other intangible rights (collectively “Intellectual Property Rights”) that may be conceived or developed by Executive either alone or with others, during the term of employment, whether or not conceived or developed during working hours, and with respect to which any equipment, supplies, facilities, or trade secret information of the Company was used, or that related to the business, plans, products or processes of the Company or to the Company’s actual or demonstrably anticipated business, plans, products or processes, or that result from any work performed by Executive for the Company, shall be fully and promptly disclosed to the Company and shall be the sole property of the Company. As provided in Section 2870 of the California Labor Code, the requirement to assign Discoveries and Intellectual Property hereunder shall not apply to any Discoveries or Intellectual Property that Executive develops entirely on his own time without using the Company’s equipment, supplies, facilities, or trade secret information, except for those Discoveries and Intellectual Property that either (a) relate, at the time of conception or reduction to practice to the Company’s business, or actual or demonstrably anticipated research or development of the Company; or (b) result from any work performed by Executive for the Company. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Discoveries and Intellectual Property made during the term

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of Executive’s employment by the Company. Except as set forth on Schedule 1 to this Agreement, there are no Discoveries or Intellectual Property with respect to the Company conceived of, developed or made by Executive before the date of this Agreement which have not been disclosed to and assigned to the Company.

     3. Whether during or after Executive’s employment with the Company, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Discoveries and Intellectual Property to the Company, its successors and assigns. In the event that the Company is unable, after reasonable efforts and in any event, after ten (10) Business Days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of his physical or mental incapacity, or for any other reason whatsoever, the Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on the Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

     4. No Right to Continued Employment. Nothing in this Agreement shall confer upon Executive any right to continue in the employ of the Company or shall interfere with or restrict in any way the rights of the Company, which, subject to the terms of the Employment Agreement, are hereby reserved, to discharge Executive at any time for any reason whatsoever, with or without cause.

     5. No Conflicting Agreements. Executive warrants that Executive is not bound by the terms of a confidentiality agreement or other agreement with a third party that would conflict with Executive’s obligations hereunder. Alternatively, Executive agrees to provide the Company with a copy of any and all agreements with a third party that preclude or limit, or may preclude or limit, Executive’s right to make disclosures or assignments prior to Executive commencing employment. Executive acknowledges that the existence of such precluding or limiting agreements with a third party may result in withdrawal of employment by the Company.

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     6. Remedies. In the event of breach or threatened breach by Executive of any provision hereof, the Company shall be entitled to (i) temporary, preliminary and permanent injunctive relief and without the posting of any bond or other security and (ii) any other legal and equitable relief to which it may be entitled, including monetary damages. The prevailing party in any litigation or other request for relief against Executive in connection with the enforcement of this Agreement shall be entitled to the recovery of all attorney’s fees and costs. In the event the Company is the prevailing party, it shall be entitled to the cessation of, and repayment by Executive to the Company of, any severance payments payable or paid to Executive pursuant to the Employment Agreement. The Company may pursue any remedy available, including declaratory relief, concurrently or consecutively in any order, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy.

     7. Successors and Assigns. This Agreement shall be binding upon Executive and Executive’s heirs, assigns and representatives and inure to the benefit of the Company and its respective successors and assigns, including without limitation any entity to which substantially all of the assets or the business of the Company are sold or transferred. The obligations of Executive are personal to Executive and shall not be assigned by Executive.

     8. Severability. All provisions of this Agreement are intended to be severable. In the event any provision or restriction contained herein is held to be invalid or unenforceable in any respect, in whole or in part, such finding will in no way affect the validity or enforceability of any other provision of this Agreement. The parties hereto further agree that any such invalid or unenforceable provision will be deemed modified so that it will be enforced to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any restriction herein to be unreasonable in any respect, such court may limit this Agreement to render it reasonable in the light of the circumstances in which it was entered into and specifically enforce this Agreement as limited.

     9. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and be deemed given when telecopied, delivered by hand or received by registered or certified mail, postage prepaid, or by nationally reorganized overnight courier service addressed to the party to receive such notice at the following address or any other address substituted therefor by notice pursuant to these provisions:

If to the Company, at:

Mirion Technologies, Inc.
c/o American Capital Strategies, Ltd.
505 Fifth Avenue, 26th Floor
New York, New York 10017
Attention: Robert Klein, Managing Director and Principal
                 Dustin Smith, Vice President

Fax: (212) 213-2060

with a copy to:

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American Capital Strategies, Ltd.
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
Attention: Compliance Officer
Fax: (301) 654-6714

If to Executive at his address as set forth in the records of the Company.

     10. Amendment. No provision of this Agreement may be modified, amended, waived or discharged in any manner except by a written instrument executed by the Company and Executive.

     11. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties hereto, oral or written, with respect to the subject matter hereof, however, if any portion of this Agreement is determined to be unenforceable by a court of law, then solely the appropriate conflicting provisions of any other agreement binding upon Executive shall control.

     12. Waiver, etc. The failure of the Company to enforce at any time any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor in any way affect the validity of this Agreement or any provision hereof or the right of the Company to enforce thereafter each and every provision of this Agreement. No waiver of any breach of any of the provisions of this Agreement by the Company shall be effective unless set forth in a written instrument executed by the Company, and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.

     13. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be wholly performed therein without reference to conflicts of law principles, except as otherwise provided.

     14. Enforcement. If any party shall institute legal action to enforce or interpret the terms and conditions of this Agreement or to collect any monies under it, venue for any such action shall be Orange County, California. Each party irrevocably consents to the jurisdiction of the courts located in the State of California for all suits or actions arising out of this Agreement. Each party hereto waives to the fullest extent possible, the defense of an inconvenient forum, and each agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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     IN WITNESS WHEREOF, the parties have duly executed and delivered this Confidentiality and Intellectual Property Agreement to be effective as of the date first above written.

MIRION TECHNOLOGIES, INC.
By:	/s/ C. William Hosler Name: C. William Hosler
	Title: Vice President/Chief Financial Officer
EXECUTIVE
/s/ Thomas D. Logan
Thomas D. Logan

LOGAN CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT

Schedule 1

Discoveries or Intellectual Property

None

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EXHIBIT B

Release of Claims

(See Attached)

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EXHIBIT C

280G Provision

(a) In the event that the Executive shall become entitled to payments and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”), and such Company Payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to the Executive at the time specified in subsection (d) below (x) an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of any Excise Tax on the Company Payments and any U.S. federal, state, and local income or payroll tax upon the Gross-up Payment provided for by this paragraph (a), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments and (y) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-Up Payment in the Executive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-Up Payment is to be made.

(b) For purposes of determining whether any of the Company Payments and Gross-up Payments (collectively the “Total Payments”) will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Total Payments (in whole or in part) either do not constitute “parachute payments,” including giving effect to the recalculation of stock options in accordance with Treasury Regulation Section 1.280G-1, Q&A 33, represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code. To the extent permitted under Revenue Procedure 2003-68, the value determination shall be recalculated to the extent it would be beneficial to the Executive, at the request of the Executive. In the event that the Accountants are serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive may appoint another nationally recognized accounting firm to make the determinations hereunder (which accounting firm shall then be referred to as the “Accountants” hereunder). All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executive. If the Accountants determine that payments under

this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executive.

(c) For purposes of determining the amount of the Gross-up Payment, the Executive shall be deemed to pay U.S. federal income taxes at the highest marginal rate of U.S. federal income taxation in the calendar year in which the Gross-up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence for the calendar year in which the Company Payment is to be made, net of the maximum reduction in U.S. federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder at the time the Gross-up Payment is made, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the prior Gross-up Payment attributable to such reduction (plus the portion of the Gross-up Payment attributable to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-up Payment being repaid by the Executive if such repayment results in a reduction in Excise Tax or a U.S. federal, state and local income tax deduction), plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Gross-up Payment to be refunded to the Company has been paid to any U.S. federal, state and local tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion has been made to the Executive, and interest payable to the Company shall not exceed the interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expense thereof) if the Executive’s claim for refund or credit is denied.

In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-up Payment), the Company shall make an additional Gross-up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.

(d) The Gross-up Payment or portion thereof provided for in subsection (c) above shall be paid not later than the thirtieth (30th) day following an event occurring which subjects the Executive to the Excise Tax; provided, however, that if the amount of such Gross-up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Accountant, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to further payments pursuant to subsection (c) hereof, as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth day after the occurrence of the event subjecting the Executive to the Excise Tax. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the

12

Company to the Executive, payable on the fifth day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(e) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.

(f) The Company shall be responsible for all charges of the Accountant.

(g) The Company and the Executive shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this provision.

(h) Nothing in this Section is intended to violate the Sarbanes-Oxley Act and to the extent that any advance or repayment obligation hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to Executive and the repayment obligation null and void.

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WAIVER AND RELEASE OF CLAIMS

     In consideration of the payments and other benefits (the “Severance Benefits”) to be provided to me by MIRION TECHNOLOGIES, INC. (the “Company”) pursuant to Sections 6(c)(ii), 6(c)(iii) and 6(c)(v) of my Employment Agreement with the Company, dated August 15, 2006 (the “Employment Agreement”), I, Thomas D. Logan, hereby acknowledge and agree as follows:

1.	I waive any claims I may have for employment or re-employment by the Company, its parent, successors, assigns, affiliated and subsidiary companies after the date hereof (the “Termination Date”).
2.	Except for any obligations, covenants, representations and warranties provided for herein, I, on behalf of myself and my dependents, heirs, executors, administrators, assigns and legal representatives (individually and collectively referred to herein as the “Releasing Parties”) do hereby relieve, release and forever discharge the Company and its predecessors, successors, agents, assigns, subsidiaries, affiliates, legal representatives, attorneys, insurers, officers, directors, shareholders and employees, past and present, in any and all of their capacities, (individually and collectively referred to herein as the “Released Parties”), of and from any and all rights, claims, debts, liabilities, demands, obligations, promises, damages, causes of action and claims for relief of whatever kind or nature, known or unknown, which any of the Releasing Parties may have had or asserted, may now have or assert, or may hereafter have or assert against the Released Parties, or any of them, for or by reason of any matter, cause or thing whatsoever, through and including the Termination Date, arising out of or relating to my employment with, or the termination of my employment at, the Company, including, without in any way limiting the generality of the foregoing, any claim or cause of action that I might otherwise have: (a) under the California Fair Employment and Housing Act, Cal. Gov’t. Code § 12900, et seq. (discrimination and harassment); the Civil Rights Act of 1866 (42 U.S.C. § 1981) (discrimination); California Labor Code §§ 200, et seq. (wages, salary, commissions, compensation, benefits and other matters); the Fair Labor Standards Act of 1938, 29 U.S.C. § 201, et seq. (wage and hour matters); the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1001, et seq. (retirement benefits); the Consolidated Omnibus Budget Reconciliation Act of 1985, 42 U.S.C. § 1395(c) (insurance matters); Executive Order 11246 (discrimination); the Family Rights Act, Cal. Gov’t. Code § 12945.2 (family leave matters); Cal. Labor Code § 1025 (failure to accommodate rehabilitation); Cal. Labor Code § 1026 (privacy); and Cal. Constitution, Article 1, Section 1 (privacy); or any other law or regulation of any state or federal jurisdiction, including California, relating to unlawful discrimination, wages, insurance, privacy or any other matter or (b) for mental, physical or personal injury, emotional distress, injury to reputation or injury to property (collectively, the “Released Claims”).
3.	I represent, warrant and agree that I have not filed any complaint, grievance, charge or claim with or before any local, state or federal agency or board, union or any court

	or other tribunal, relating to the Company, my employment with, or the termination of my employment at, the Company and asserting any Released Claim. I further represent that I will not commence, participate in, prosecute or assist in the commencement, participation or prosecution of any complaints, grievance, charges or claims against the Company with any governmental agency, union or any court concerning my employment with, or termination of my employment at, the Company and asserting any Released Claim.
4.	I understand that this Waiver and Release of Claims does not apply to or release any claim with respect to (a) any rights or benefits which survive after the Termination Date pursuant to the Employment Agreement, (b) the Severance Benefits, (c) my enforcement of the terms of the Amended and Restated Call Option Agreement, dated as of August 15, 2006, between myself and American Capital Strategies, Ltd. and the following other agreements between me and the Company [list applicable agreements at time of execution, i.e., Stockholders Agreement, Option Agreements, etc.], (d) any rights or obligations under applicable law that cannot be waived or released pursuant to an agreement, (e) my right to enforce this Waiver and Release of Claims, (f) the rights of indemnification and directors and officers liability insurance coverage to which I may be entitled with regard to my service as an officer or director of the Company, whether pursuant to the Employment Agreement or otherwise, (g) my rights as a stockholder of the Company and (h) any rights with regard to accrued benefits under COBRA or any benefit plan, policy or arrangement maintained by the Company that expressly provides for the survival of any benefits after termination (other than any severance plan, policy or similar arrangement). I further understand that this Waiver and Release of Claims does not modify or reduce my obligations under my Confidentiality and Intellectual Property Agreement with the Company, dated August 15, 2006 (the “Non-Disclosure Agreement”).
5.	I understand that continued receipt of the Severance Benefits are conditioned upon my continued compliance with the terms and provisions contained in this Waiver and Release of Claims.
6.	I represent and warrant that, except as provided in the Non-Disclosure Agreement, I have returned to the Company all property and documents of the Company which are in my possession and will not retain any property or documents of Company (or any copies, prints, summaries or compilations of, any software, documents or other materials originating with or belonging to Company).
7.	I understand that any payments or contributions made by the Company on my behalf for medical and any other benefits will terminate as of the Termination Date, except for any benefits specifically provided for after the Termination Date pursuant to Section 6(c)(v) of the Employment Agreement. I acknowledge that I have been advised regarding rights to continuation of medical insurance coverage under the Company’s medical insurance policy pursuant to COBRA, [and further acknowledge receiving a COBRA Notice] advising me of such rights and all of the terms and

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	conditions applicable thereto.
8.	I acknowledge that I have received all wages, salary, bonuses, accrued vacation, expense reimbursements and other remuneration, compensation or other sums owed to me by the Company in connection with my employment with the Company through the Termination Date.
9.	I have settled all outstanding charges or expenses on any Company credit card or that have been paid for by the Company on my behalf by payment or submission of an appropriate expense report.
10.	It is expressly understood by me, on my own behalf and on behalf of the Releasing Parties, that California Civil Code Section 1542 provides as follows:
	“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
	I hereby, on my own behalf and on behalf of the Releasing Parties, waive and release any rights or benefits that all of them, or any of them, might otherwise have under Civil Code Section 1542 or any other similar statute or law of California or any other state or federal jurisdiction, to the full extent that such rights and benefits may be waived.
11.	I represent, warrant and agree that I have not at any time prior to the execution of this Waiver and Release of Claims disclosed this Waiver and Release of Claims, the terms or conditions of this Waiver and Release of Claims or the negotiations leading up to or surrounding this Waiver and Release of Claims to any person or entity other than my immediate family. I further agree that, following the execution of this Waiver and Release of Claims, I will keep the terms, amounts and facts of this Waiver and Release of Claims completely confidential and will not disclose same to anyone other than: (i) my immediate family and attorneys and accountants who will be informed of and bound by this confidentiality clause; (ii) as required by federal, state and local taxing authorities or (iii) in response to an order of a court of competent jurisdiction. If I make any disclosure authorized by this section, I shall apprise the person or entity to whom such disclosure is made of the confidential nature of the information and use best efforts to secure the confidentiality of the information so disclosed.
12.	I have carefully read the Employment Agreement and this Waiver and Release of Claims.

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13.	I have had the opportunity to consult with an attorney or other advisor of my choice about this matter, and have been advised by the Company to do so.
14.	I acknowledge that I am executing this Waiver and Release of Claims with the intent to grant the general release set forth herein, without reliance upon any statement or representation of the Company or any representative, employee, director, shareholder or attorney of the Company other than as set forth herein, and that I have signed this Waiver and Release of Claims on my own behalf and of my own free will.
15.	The Severance Benefits are greater than any other payment or benefit to which I otherwise would have been legally entitled as a result of the termination of my employment.
16.	I have been given twenty-one (21) days to review and consider this Waiver and Release of Claims.
17.	I may revoke this Waiver and Release of Claims after signing it, by delivering a written revocation to the Company no later than seven (7) days after the date I sign it as shown below. To the extent that this Waiver and Release of Claims is timely revoked, I understand that it will be treated under the Employment Agreement as if I had not delivered it and I will not receive the Severance Benefits.
18.	I understand that this Waiver and Release of Claims (a) will be governed by the laws of the State of California, (b) sets forth the entire understanding between myself and the Company and, except as otherwise set forth herein, supersedes any and all prior agreements, oral or written, relating to my employment by the Company or the termination thereof, (c) may not be modified except by a writing, signed by myself and the Company, and (d) shall be binding upon my heirs and personal representatives, and the successors and assigns of the Company.
19.	I further understand that (x) no waiver shall be binding unless executed in writing by the party making the waiver, (y) both the Company and I have partaken in the drafting hereof and (z) if any part of this Waiver and Release of Claims is held by a court to be invalid, illegal, unenforceable or otherwise in conflict with law, such part shall be inoperative and void insofar as it is in conflict with law, but the validity of the remaining parts shall not be affected and the rights and obligations hereunder shall be construed and enforced as if this Waiver and Release of Claims did not contain the particular term or provision held to be invalid.

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Signature

Print Name

Date Signed

Accepted and Agreed:

MIRION TECHNOLOGIES, INC.

Name:

Title:

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EX-10.16.1

Exhibit 10.16.1

Section 409A Amendment

     WHEREAS, the individual whose name appears on the signature line below (“Employee”) is employed by Mirion Technologies, Inc. (the employer, hereafter the “Company”);

     WHEREAS, Employee is a party to one or more employment agreements or a participant in one or more arrangements (any such agreement or arrangement hereafter collectively, the “Agreement”) that may provide deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);

     WHEREAS, Employee and the Company desire to amend the Agreement to comply with Section 409A of the Code;

     NOW, THEREFORE, Employee and the Company agree as follows:

1. Section 409A Compliance. Each Agreement is amended to include the following additional provision:

     “Section 409A of the Code. It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement give rise to any adverse tax consequences to the Employee under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretative guidance thereunder, including that issued after the date hereof (collectively, “Section 409A”) and the Agreement shall be interpreted to that end and consistent with that objective.

     Notwithstanding any provision in this Agreement to the contrary, if the Employee is a “specified employee” (as defined for purposes of Section 409A) on the date of separation from service, no payment of deferred compensation subject to Section 409A under this Agreement shall be made to the Employee during the six-month period beginning on the date of separation from service unless the Company determines in good faith that the payment is exempt from Section 409A’s required delay for specified employees. If any payment to the Employee is delayed pursuant to the foregoing sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in the prior sentence. The Company shall not be liable for any determination, made in good faith, that a payment of compensation is exempt from Section 409A.”

2. Payment of Bonuses. If the Agreement provides for the payment of an annual incentive bonus, the Agreement is hereby amended to include the following additional provision:

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     “Notwithstanding anything in this Agreement to the contrary, unless otherwise subject to a valid deferral election, the Company shall pay any annual incentive bonus due to Employee no later than two and one-half (2.5) months following the end of the taxable year in which the Employee’s right to the bonus is no longer subject to a substantial risk of forfeiture (or if later, within two and one-half (2.5) months following the end of the Company’s taxable year in which the Employee’s right to the bonus is no longer subject to a substantial risk of forfeiture).”

3. Fringe Benefits. If the Agreement provides for fringe benefits, the Agreement is hereby amended to include the following additional provision:

     “Notwithstanding anything in this Agreement to the contrary, (i) no benefit or payment due to Employee in respect of a fringe benefit shall be subject to liquidation or exchange for another benefit or payment, and (ii) the amount reimbursed under a fringe benefit arrangement in one calendar year shall not affect the amount reimbursed under such arrangement in another calendar year, except that the Company shall not be precluded from imposing a limit on the amount of expenses that may be reimbursed under a medical reimbursement arrangement over some or all of the period in which the arrangement remains in effect.”

4. Reimbursements. If the Agreement provides for reimbursements of expenses (whether reimbursement of business expenses or reimbursement of certain expenses pursuant to a fringe benefit arrangement), the Agreement is hereby amended to include the following additional provision:

     “Notwithstanding anything in this Agreement to the contrary, expense reimbursements shall be made by the Company based upon the Company’s standard business practices but no later than on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred.”

5. Tax Payments. If the Agreement provides for reimbursements of taxes (such as a tax gross-up):

     “Notwithstanding anything in this Agreement to the contrary, any reimbursement for taxes due under this Agreement, such as pursuant to a provision providing for a tax gross-up, shall be made by the Company as required but in no event later than the end of the year in which the underlying tax payment was made.”

6. Severance Pay. If the Agreement provides for severance pay (other than a lump sum severance pay), the Agreement is hereby amended to include the following additional provision:

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     “Each severance payment due under this Agreement is hereby designated a “separate payment” for purposes of Section 409A (as defined herein).”

7. Construction. If the Agreement uses different defined terms for the terms “Employee”, “Company” and “Agreement” (as defined herein), then this Amendment shall be construed as if the term contained in this Amendment were replaced with the applicable defined term from the original Agreement.

ACCEPTED AND AGREED:

Signed:
	/s/ Thomas Logan
Name:	Thomas Logan
Date:	12/22/08

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EX-10.16.2

Exhibit 10.16.2

Execution Copy

AMENDMENT NO. 2
to
EMPLOYMENT AGREEMENT

     AMENDMENT NO. 2 to EMPLOYMENT AGREEMENT (this “Amendment”) effective as of January 1, 2009, by and between MIRION TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and THOMAS D. LOGAN (the “Executive”).

BACKGROUND

     WHEREAS, the Company and the Executive are parties to an Employment Agreement dated August 18, 2006, as amended on December 22, 2008 (the “Employment Agreement”); and

     WHEREAS, pursuant to Section 13 of the Employment Agreement, the Employment Agreement may be modified by a written amendment signed by the Company and the Executive.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Definitions. All capitalized terms not otherwise defined herein shall have the meanings given to them in the Employment Agreement.

2. Amendments.

     (a) Section 1(a) of the Employment Agreement is hereby amended by replacing the words “three (3) years” with “four (4) years”.

     (b) Section 3(a) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

     “(a) Base Salary.

     (i) From and after January 1, 2009 (the “Amendment Effective Date”), the Executive shall receive a base salary of $325,000 per year (“Base Salary”).

     (ii) In the event of a Change of Control or an IPO, the Executive’s Base Salary shall be increased to $400,000 per year on the date of completion of such Change of Control or IPO (the “Completion Date”). On the first anniversary of the Completion Date, the Executive’s Base Salary shall be increased to $450,000 per year.

     (iii) Base Salary shall be payable in accordance with the payroll policies from time to time in effect at the Company. Executive’s Base Salary shall be subject to increase (but not decrease) on an annual basis as the Board shall determine.”

     (c) Section 3(b) of the Employment Agreement is hereby amended by renumbering the current paragraph of Section 3(b) as clause “(i)” and by adding a new clause (ii) as follows:

     “(ii) In the event of a Change of Control or IPO, the Executive shall be entitled to a one time bonus (“One Time Bonus”) in an amount equal to:

(A) $50,000, plus

(B) $75,000 multiplied by a fraction, the numerator of which is the number of days elapsed from the Amendment Effective Date to the Completion Date and the denominator of which is 365 (notwithstanding anything to the contrary, such fraction shall in no event be greater than one).

          The One Time Bonus shall be paid in cash within thirty (30) days after the Completion Date.”

3. Governing Law. This Amendment has been executed and delivered in the State of California and its validity, interpretation, performance and enforcement will be governed by the laws of that state applicable to contacts made and to be performed entirely within that state.

4. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

5. Counterparts; Facsimile. This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission shall be deemed to be an original signature hereto.

6. References. Any reference to the Employment Agreement contained in any notice, request, certificate or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require.

7. Other Provisions. All other provisions of the Employment Agreement not specifically amended by this Amendment shall remain in full force and effect.

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     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.

MIRION TECHNOLOGIES, INC.
By:	/s/ Seth B. Rosen
	Name:	Seth B. Rosen
	Title:	General Counsel & Corporate Secretary
EXECUTIVE
/s/ Thomas Logan
Thomas D. Logan

Signature Page to Amendment No. 2 to Employment Agreement (Logan)

EX-10.17

Exhibit 10.17

Execution Copy

EMPLOYMENT AGREEMENT
OF
JACK PACHECO

          EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 28, 2008 (the “Effective Date”), between Mirion Technologies, Inc., a Delaware corporation (the “Company”) and Jack Pacheco (“Executive”).

          In consideration of the mutual agreements set forth below and set forth in the Confidentiality, Non-Interference and Intellectual Property Agreement attached hereto as Exhibit A (the “Confidentiality Agreement”), and for other good and valuable consideration given by each party to this Agreement to the other, the receipt and sufficiency of which are hereby acknowledged, the Company agrees to hire Executive and Executive agrees to serve the Company as an employee pursuant to the terms and subject to the conditions that follow.

     1. Employment. The Company hereby agrees to employ Executive, and Executive hereby agrees to accept employment with the Company, upon the terms and conditions contained in this Agreement, effective on the Effective Date. Executive’s employment with the Company shall continue, subject to earlier termination of such employment pursuant to the terms hereof until the first (1st) anniversary of the Effective Date and thereafter shall automatically renew for additional one (1) year periods, unless a notice of intent not to renew shall be delivered in accordance with Section 11 by either the Chief Executive Officer, the Board of Directors or Executive (as the case may be) at least forty-five (45) days prior to such anniversary date or one year renewal period, as the case may be (such term, as and when so extended, the “Employment Period”). If the Company provides Executive with a notice of non-renewal in accordance with the above, the Company may in its discretion terminate Executive’s services as of the date of such notice by paying to Executive all amounts that would otherwise have become due during the remainder of the Employment Period.

     2. Duties. During the Employment Period, Executive shall serve on a full-time basis as the Chief Financial Officer (“CFO”) of the Company. Executive’s duties and responsibilities as CFO of the Company shall include those duties customarily associated with an officer with a similar title, as reasonably may be assigned to him from time to time by the Board of Directors (the “Board of Directors”) or Chief Executive Officer of the Company. Executive shall devote his full-time attention and energies and use his best efforts in his employment with the Company. It is understood that during the Employment Period Executive may (i) engage in personal activities such as charitable, civic and trade industry work and (ii) manage his personal investments, so long as such activities do not conflict with his duties and responsibilities hereunder.

     3. Compensation and Benefits. In consideration of entering into this Agreement and as full compensation for Executive’s services hereunder, during the Employment Period, Executive shall receive the following compensation and benefits:

          (a) Base Salary. The Company shall pay to Executive a base salary (“Base Salary”) of $275,000 per year, payable in accordance with the payroll policies from time to time in effect at the Company. Executive’s Base Salary may be subject to increase (but not decrease) on an annual basis as the Board of Directors shall determine.

          (b) Signing Bonus. Within ten (10) business days of the Effective Date, Executive shall receive a one-time signing bonus equal to $35,000 (the “Signing Bonus”), which shall be subject to Section 6(d).

          (c) Incentive Bonuses. In addition to Base Salary and the Signing Bonus, during the Employment Period, Executive shall be eligible to receive an annual incentive bonus based on the achievement of annual goals determined by the Board of Directors at the time of the Board of Directors’ approval of the Company’s annual budget and payable in accordance with the Company’s policies in effect from time to time (the “Incentive Bonus”). The amount of the Incentive Bonus shall be targeted at fifty percent (50%) of Base Salary, is subject to increase of up to a maximum of one hundred percent (100%) of Base Salary and is subject to decrease, in each case, as determined by the Board of Directors in their sole discretion.

          (d) Stock Options. The Company has adopted a stock plan (the “Option Plan”) pursuant to which executives of the Company selected by the Board of Directors will receive options to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Company will award options to Executive to purchase 16,000 shares of Common Stock (the “Options”), with time vesting, and at an exercise price equal to the then fair market value of the Company’s Class A Common Stock, as determined by the Board of Directors. All Options shall vest immediately in the event that either (i) American Capital Strategies, Ltd. or its affiliates (“ACAS”) no longer own at least 50% of the outstanding capital stock of the Company currently held by ACAS; provided that no such vesting shall occur as a result of the initial public offering of the capital stock of the Company or a company affiliated with the Company formed for the purpose of an initial public offering or (ii) all or substantially all of the assets of the Company are sold, transferred or disposed of to a person (or group of persons acting in concert) that is not an affiliate of ACAS. The Options will be granted under the Option Plan on terms and on forms prescribed by the Board of Directors.

          (e) Vacation. Executive shall be entitled to four (4) weeks vacation per calendar year, accrued in accordance with the usual vacation policies in effect at the Company.

          (f) Other Benefits. Executive shall participate in and be eligible to receive, but without duplication, all other benefits (i.e., benefits other than those of the types covered in Sections 3(a) — (d)) offered to senior executives of the Company under and in accordance with the provisions of any employee benefit plan adopted or to be adopted by the Company other than any severance benefits offered to senior executives in

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accordance with any such plan. Except as set forth herein, Executive shall not be entitled to any other benefits.

     4. Reimbursement for Expenses. During the Employment Period, Executive shall be entitled to incur on behalf of the Company reasonable and necessary expenses in connection with his duties in accordance with Company’s policies and the Company shall pay for or reimburse Executive for all such expenses upon presentation of proper receipts therefor. The Executive shall comply with such reasonable limitations and reporting requirements with respect to such expenses as the Board of Directors may establish from time to time.

     5. Termination. Executive’s employment hereunder may be terminated as follows:

          (a) Automatically in the event of the death of Executive;

          (b) At the option of the Company, by the Board of Directors or by written notice to Executive or his personal representative in the event of the Permanent Disability of Executive. As used herein, the term “Permanent Disability” shall mean a physical or mental incapacity or disability which renders Executive unable to render the services required hereunder (A) for one hundred twenty (120) days in any twelve (12) month period or (B) for a period of ninety (90) consecutive days;

          (c) At the option of the Company, by the Board of Directors for Cause (as defined in Section 6(f));

          (d) At the option of the Company, by the Board of Directors at any time without Cause, subject to the Company’s obligations under Section 6(c) hereof;

          (e) At the option of Executive, at any time, for any reason, on sixty (60) days prior written notice to the Company, which 60 day prior notice shall be waivable at the sole option of the Company;

          (f) At the option of Executive for Good Reason (as defined in Section 6(g)), on thirty (30) days prior written notice to the Company, which 30 day prior notice shall be waivable at the sole option of the Company; or

          (g) By non-renewal as contemplated under Section 1 hereof.

     6. Payments.

          (a) Death. Upon the termination of Executive’s employment due to death, Executive or his legal representatives shall be entitled to receive (i) an amount equal to Base Salary payable through the date of termination, plus (ii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year ending on the date of termination (which portion of the Incentive Bonus shall be reasonably determined by the Board of Directors as of the date of termination of

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employment), payable at the same time as such payment would be made had the Executive continued his employment with the Company. Executive or his legal representatives shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies.

          (b) Permanent Disability. Upon the termination of Executive’s employment due to Permanent Disability, Executive or his legal representatives shall be entitled to receive (i) an amount equal to Base Salary payable through the date of termination, plus (ii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year ending on the date of termination (which portion of the Incentive Bonus shall be reasonably determined by the Board of Directors as of the date of termination of employment), payable at the same time as such payment would be made had Executive continued his employment with the Company. Executive or his legal representatives shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies.

          (c) Termination Without Cause. If Executive’s employment is terminated by the Company at any time during the Employment Period without Cause (other than by non-renewal of this Agreement in accordance with Section 1 hereof), Executive shall be entitled to an amount equal to (i) his Base Salary through the date of termination plus (ii) his Base Salary for a period of twelve (12) months from the date of termination, payable in accordance with the usual payroll policies in effect at the Company as if Executive was employed at the time, plus (iii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year ending on the date of termination (which portion of the Incentive Bonus shall be reasonably determined by the Board of Directors as of the date of termination of employment), payable at the same time as such payment would be made during Executive’s regular employment with the Company. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies. Notwithstanding the above, the parties agree that the Company can take reasonable actions to ensure that payments pursuant to this Section 6(c) comply with Section 409A of the Internal Revenue Code (the “Code”). If the Company provides Executive with a notice of non-renewal in accordance with Section 1, the Company may in its discretion terminate Executive’s services as of the date of such notice or as of any other date during the remainder of the Employment Period, by paying to Executive all amounts that would otherwise have become due during the remainder of the Employment Period.

          (d) Termination for Cause or by Executive Without Good Reason . Except for Base Salary through the day on which Executive’s employment was terminated and any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies or applicable law, Executive shall not be entitled to receive severance or any other compensation or benefits after the last date of employment with the Company upon the termination of Executive’s employment hereunder pursuant to Section 5(c) or upon Executive’s termination of employment hereunder pursuant to Section 5(e), without Good Reason. Additionally, in the event that

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Executive’s employment hereunder is terminated pursuant to Section 5(c) or by Executive without Good Reason pursuant to Section 5(e) prior to the first anniversary of the Effective Date, Executive shall reimburse the Company for the full amount of the Signing Bonus.

          (e) Termination by Executive for Good Reason. If Executive’s employment is terminated by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to (i) his Base Salary for a period of twelve (12) months from the date of termination, payable in accordance with the usual payroll policies in effect at the Company as if Executive was employed at the time, plus (iii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year in which termination occurs (which portion of the Incentive Bonus shall be reasonably determined by the Board of Directors as of the date of termination of employment), payable at the same time as such payment would be made during Executive’s regular employment with the Company. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies. Notwithstanding the above, the parties agree that the Company can take reasonable actions to ensure that payments pursuant to this Section 6(e) comply with Section 409A of the Code.

          (f) Cause Defined. For purposes of this Agreement, the term “Cause” shall mean that Executive:

               (i) committed or engaged in an act of fraud, embezzlement, sexual harassment or theft, in connection with Executive’s duties for the Company or any subsidiary of the Company;

               (ii) materially breached or defaulted under his agreements or obligations under this Agreement or the Non-Disclosure Agreement or any similar agreement with the Company or any subsidiary of the Company (which breach or default, if reasonably capable of cure, is not cured within two (2) Business Days after written notice thereof is received by Executive or, if reasonably capable of cure but not within two (2) Business Days, the Executive shall not have commenced cure in good faith within such two (2) Business Days and completed such cure as promptly as reasonably practical thereafter);

               (iii) is convicted of, or pleads nolo contendere with respect to, a felony; or

               (iv) engaged in an act of gross negligence or willful failure to perform his duties or responsibilities, including the failure to follow in any material respect a direction or written policy of the Board (which breach or default, if reasonably capable of cure, is not cured within ten (10) Business Days after written notice thereof or, if reasonably capable of cure but not within ten (10) Business Days, the Executive shall not have commenced cure in good faith within such ten (10) Business Days and completed such cure as promptly as reasonably practical thereafter).

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          (g) Good Reason Defined. For purposes of this Agreement, the term “Good Reason” shall mean in the absence of the written consent of Executive:

               (i) a material reduction in Executive’s Base Salary by the Company;

               (ii) a material diminution in Executive’s authority, duties or responsibilities with respect to the Company, in each case, from those contemplated in Section 2 (other than isolated actions not taken in bad faith and remedied by the Company within the cure period set forth below);

               (iii) the requirement by the Company that Executive be based in an office which is more than twenty (25) miles from the Company’s headquarters at Bishop Ranch 8, 3000 Executive Parkway, San Ramon, CA; or

               (iv) any failure by the Company to comply with any material provision of this Agreement.

               Notwithstanding the foregoing, in the event that Executive provides written notice of termination for Good Reason in reliance upon this Section 6(g), the Company shall have the opportunity to cure such circumstances within thirty (30) days of receipt of such notice. If Executive does not deliver to the Company a notice of termination within the thirty (30) day period after Executive has knowledge that an event constituting Good Reason has occurred, such event will no longer constitute Good Reason.

          (h) Condition to Payment. All payments and benefits due to Executive under this Section 6 which are not otherwise required by law shall be contingent upon (i) execution by Executive (or Executive’s beneficiary or estate) of a general release of all claims in a form prescribed by the Board of Directors.

          (i) No Other Severance. Executive hereby acknowledges and agrees that, other than the severance payment described in Section 6(c) and (e) hereof, upon termination, Executive shall not be entitled to any other severance under any Company benefit plan or severance policy generally available to the Company’s employees or otherwise.

          (j) Survival. This Section 6 shall survive any termination or expiration of this Agreement.

     7. Confidentiality Agreement. Simultaneous with the execution and delivery of this Agreement, the Company and the Executive shall execute and deliver the Confidentiality Agreement attached hereto as Attachment A incorporated herein by reference. The Confidentiality Agreement shall survive any termination of this Agreement in accordance with the terms of the Confidentiality Agreement.

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     8. Indemnification. The Company will indemnify Executive in his capacity as an officer or employee of the Company to the fullest extent permitted by the certificate of incorporation and bylaws of the Company.

     9. Withholding Taxes. Executive acknowledges and agrees that the Company may directly or indirectly withhold from any payments under this Agreement all federal, state, city or other taxes that will be required pursuant to any law or governmental regulation.

     10. Effect of Prior Agreements. This Agreement, together with the Confidentiality Agreement and the Option Plan and related option award documentation constitute the sole and entire agreements and understandings between Executive and the Company with respect to the matters covered hereby and thereby, and there are no other promises, agreements, representations, warranties or other statements between Executive and the Company in respect to such matters not expressly set forth in these agreements. These agreements supersede all prior and contemporaneous agreements, understandings or other arrangements, whether written or oral, concerning the subject matter thereof.

     11. Notices. Any notice required, permitted, or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have been sufficiently given or served for all purposes when faxed, when delivered by hand, or received by registered or certified mail, postage prepaid, or by nationally recognized overnight courier service addressed to the party to receive such notice at the following address or any other address substituted therefor by notice pursuant to these provisions:

If to the Companies, at:

Mirion Technologies, Inc.
3000 Executive Pkwy, Suite 220
San Ramon, CA 94583
Attention: Thomas Logan
Telephone: (925) 543-0800
Facsimile: (925) 543-0808

with copies to:

American Capital Strategies, Ltd.
505 Fifth Avenue, 26th Floor
New York, NY 10017
Attention: Dustin Smith
Telephone: (212) 213-2009
Facsimile: (212) 213-2060

American Capital Strategies, Ltd.
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814

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Attention: Compliance Officer
Facsimile: (301) 654-6714

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: Christopher K. Aidun, Esq.
Telephone: (212) 310-8000
Facsimile: (212) 310-8007

If to Executive, at:

Jack Pacheco
xxxxxxxxxx
xxxxxxxxxx
Telephone: xxxxxxxxxx
Facsimile: xxxxxxxxxx

     12. Assignability. The obligations of Executive may not be delegated and Executive may not, without the Company’s written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. The Company and Executive agree that this Agreement and all of the Company’s rights and obligations hereunder may be assigned or transferred by the Company to and may be assumed by and become binding upon and may inure to the benefit of any affiliate of or successor to the Company. The term “successor” shall mean any other corporation or other business entity which, by merger, consolidation, purchase of the assets, or otherwise, acquires all or a material part of its assets. Any assignment by the Company of its rights or obligations hereunder to any affiliate of or successor to the Company shall not be a termination of employment for purposes of this Agreement.

     13. Modification. This Agreement may not be modified or amended except in writing signed by the parties. No term or condition of this Agreement will be deemed to have been waived except in writing by the party charged with waiver. A waiver will operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived.

     14. Governing Law. This Agreement has been executed and delivered in the State of California and its validity, interpretation, performance and enforcement will be governed by the laws of that state applicable to contacts made and to be performed entirely within that state.

     15. Severability. All provisions of this Agreement are intended to be severable. In the event any provision or restriction contained herein is held to be invalid or unenforceable in any respect, in whole or in part, such finding will in no way affect the validity or enforceability of any other provision of this Agreement. The parties hereto

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further agree that any such invalid or unenforceable provision will be deemed modified so that it will be enforced to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any restriction herein to be unreasonable in any respect, such court may limit this Agreement to render it reasonable in the light of the circumstances in which it was entered into and specifically enforce this Agreement as limited.

     16. No Waiver. Except as specifically contemplated in this Agreement, no course of dealing or any delay on the part of the Company or Executive in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver of any other breach or default.

     17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original by the party executing the same but all of which together will constitute one and the same instrument.

     18. Binding Arbitration.

          (a) Generally. Executive and the Company hereby agree that any controversy or claim arising out of or relating to this Agreement, the employment relationship between Executive and the Company, or the termination thereof, including the arbitrability of any controversy or claim, which cannot be settled by mutual agreement will be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state arbitration law) as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may, upon ten (10) days’ notice to the other party, be submitted to arbitration in San Francisco, California, to the American Arbitration Association, before a single arbitrator appointed in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association, as such procedures and rules may be amended from time to time and modified only as herein expressly provided. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. Notwithstanding the foregoing, any controversy or claim arising out of or relating to the Confidentiality Agreement shall not be subject to this Section 18 and shall be resolved only in accordance with provisions of the Confidentiality Agreement.

          (b) Binding Effect. The decision of the arbitrator on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The parties agree that this provision has been adopted by the parties to rapidly and inexpensively resolve any disputes between them and that this provision will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a

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dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation.

          (c) Fees and Expenses. Except as otherwise provided in this Agreement or by law, the arbitrator will be authorized to apportion its fees and expenses as the arbitrator deems appropriate and the Company will bear the fees and expenses of the arbitration but the arbitrator will be authorized to award the prevailing party its fees and expenses (including attorney’s fees). In the absence of such apportionment or award, each party will bear the fees and expenses of its own attorney.

          (d) Confidentiality. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of any controversy under this Section 18, the referral of any such controversy to arbitration or the status or resolution thereof. In addition, the confidentiality restrictions set forth in the Confidentiality Agreement shall continue in full force and effect.

          (e) Waiver. Executive acknowledges that arbitration pursuant to this agreement includes all controversies or claims of any kind (e.g., whether in contract or in tort, statutory or common law, legal or equitable) now existing or hereafter arising under any federal, state, local or foreign law (except for any claims or controversy arising out of the Non- Solicitation Agreement), including, but not limited to, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Americans With Disabilities Act and all similar federal, state and local laws, and Executive hereby waives all rights thereunder to have a judicial tribunal and/or a jury determine such claims.

          (f) Acknowledgment. Executive acknowledges that before entering into this Agreement, Executive has had the opportunity to consult with any attorney or other advisor of Executive’s choice, and that this provision constitutes advice from the Companies to do so if Executive chooses. Executive further acknowledges that Executive has entered into this Agreement of Executive’s own free will, and that no promises or representations have been made to Executive by any person to induce Executive to enter into this Agreement other than the express terms set forth herein. Executive further acknowledges that Executive has read this Agreement and understands all of its terms, including the waiver of rights set forth in Section 18(e).

     19. Counsel Fees of Executive. The Company agrees to pay up to a total of $5,000 of the reasonable actual fees and expenses of counsel to Executive incurred in connection with the negotiation, execution and delivery of this Agreement and the other agreements referenced herein. This payment will be made to Executive within thirty (30) days following delivery of an invoice from Executive to the Company, in reasonable detail, for the total fees and expenses incurred by him in connection therewith.

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          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day written above.

Mirion Technologies, Inc.
By:	/s/ Thomas Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer
EXECUTIVE
/s/ Jack Pacheco
Jack Pacheco

SIGNATURE PAGE TO THE EMPLOYMENT AGREEMENT OF

JACK PACHECO

EXHIBIT A

CONFIDENTIALITY, NON- INTERFERENCE AND
INTELLECTUAL PROPERTY AGREEMENT

Attachment A to
Employment Agreement of Jack Pacheco

          CONFIDENTIALITY, NON-INTERFERENCE AND INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”), dated as of March 28, 2008 (the “Effective Date”), among Mirion Technologies, Inc., a Delaware corporation (the “Company” and, for purposes of this Agreement, any other direct or indirect subsidiary of the Company, the “Companies”), and Jack Pacheco (“Executive”).

          WHEREAS, the Companies are currently engaged in the business of, among other things, radiation measurement and detection.

          WHEREAS, Executive has been offered employment with the Company, and has entered into an employment agreement dated of even date herewith with the Company (the “Employment Agreement”). In such role, Executive will receive specific confidential information and training relating to the businesses of the Companies, which confidential information and training is necessary to enable Executive to perform Executive’s duties and to receive future compensation. Executive will play a significant role in the development and management of the businesses of the Companies and will be entrusted with the Companies’ confidential information relating to the Companies, the Companies’ customers, manufacturers, distributors and others.

          WHEREAS, Executive acknowledges that during the course of Executive’s employment with the Company, Executive will be involved in the current and future businesses of the Companies, as set forth above.

          WHEREAS, it is a condition to the commencement of Executive’s employment by the Company that Executive execute and deliver this Agreement.

          NOW, THEREFORE, it is mutually agreed as follows:

     1. Confidentiality.

          (a) Executive shall not, during the term of Executive’s employment with the Company or at any time thereafter, directly or indirectly, divulge, use, furnish, disclose, exploit or make available to any person or entity, whether or not a competitor of the Companies, any Unauthorized disclosure of Confidential Information.

          As used herein, the term:

          “Confidential Information” shall mean trade secrets, confidential or proprietary information, and all other information, documents or materials, relating to, owned, developed or possessed by either of the Companies, whether in tangible or intangible form. Confidential Information includes, but is not limited to, (i) financial information, (ii) products, (iii) product and service costs, prices, profits and sales, (iv) new business, technical or other ideas, proposals, plans and designs, (v) business strategies, (vi) product and service plans, (vii) marketing plans and studies, (viii) forecasts, (ix) budgets, (x) projections, (xi) computer programs, (xii) data bases and the documentation (and information contained therein), (xiii) computer access codes and similar information, (xiv) source codes, (xv) know-how, technologies, concepts and designs,

including, without limitation, patent applications, (xvi) research projects and all information connected with research and development efforts, (xvii) records, (xviii) business relationships, methods and recommendations, (xix) existing or prospective client, customer, vendor and supplier information (including, but not limited to, identities, needs, transaction histories, volumes, characteristics, agreements, prices, identities of individual contacts, and spending, preferences or habits), (xx) training manuals and similar materials used by the Companies in conducting its business operations, (xxi) skills, responsibilities, compensation and personnel files of employees, directors and independent contractors of either of the Companies, (xxii) competitive analyses, (xxiii) contracts with other parties, (xxiv) product formulations, and (xxv) other confidential or proprietary information that has not been made available to the general public by the senior management of either of the Companies. Confidential Information shall not include information that (I) is or becomes generally available to the public through no act or omission on the part of Executive, (II) is hereafter received on a non-confidential basis by Executive from a third party who has the lawful right to disclose such information, or (III) Executive is required to disclose pursuant to court order or law.

          “Unauthorized” shall mean: (i) in contravention of the policies or procedures of either of the Companies; (ii) otherwise inconsistent with any measures taken by either of the Companies to protect its interests in the Confidential Information; (iii) in contravention of any lawful instruction or directive, either written or oral, of the board of directors, or an officer or employee of either of the Companies empowered to issue such instruction or directive; (iv) in contravention of any duty existing under law or contract; or (v) to the detriment of either of the Companies.

          (b) Executive further agrees to take all reasonable measures to prevent unauthorized persons or entities from obtaining or using Confidential Information. Promptly upon termination, for any reason, of Executive’s employment with the Companies, Executive agrees to deliver to the Companies all property and materials within Executive’s possession or control which belong to either of the Companies or which contain Confidential Information.

     2. Non-Interference with Employees.

          (a) During the term of Executive’s employment with the Company and for a term of two (2) years commencing on the effective date of termination of Executive’s employment with the Company (the “Non-Interference Period”), Executive shall not interfere with the business of the Companies by soliciting, diverting, enticing away, or in any other manner persuading, or attempting to do any of the foregoing (each, an “Employee Solicitation”), any person who is an officer, employee or consultant of any of the Companies to accept employment with a third party.

     3. Non-Solicitation of Customers.

          (a) During the Non-Interference Period, Executive shall not directly or indirectly solicit, divert, entice away, or in any other manner persuade, or attempt to do any of the foregoing, on (i) any actual or prospective customer of any of the Companies to become a customer of any third party engaged in a Restricted Business or (ii) any customer or supplier to cease doing business with any of the Companies. A “prospective customer” for purposes of this

paragraph is a potential customer of any of the Companies that has, with Executive’s knowledge, made substantive contact with any of the Companies during Executive’s employment.

          (b) Because it is impossible to know which business or operations Executive will participate in during Executive’s employment by the Company, Executive agrees that a reasonable definition of “Restricted Business” shall mean any businesses or operations engaged in, or (with the knowledge of Executive) proposed to be engaged in, by the Companies during Executive’s employment with the Company. Executive also acknowledges that the Restricted Business is international in scope. Accordingly, Executive agrees that the “Restricted Area” shall be North America, Europe and Asia.

     4. Intellectual Property. Executive agrees that during the term of Executive’s employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Companies, their strategic plans, products, processes, apparatus or business now or hereafter carried on by the Companies (collectively, “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company (as they shall determine) as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during the term of Executive’s employment by the Company or within six months thereafter. Except as set forth on Schedule 1 to this Agreement, there are no Inventions with respect to any of the Companies conceived of, developed or made by Executive before the date of this Agreement.

          Whether during or after Executive’s employment with the Company, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company, their successors and assigns (as they shall determine). In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of his physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

     5. No Right to Continued Employment. Nothing in this Agreement shall confer upon Executive any right to continue in the employ of the Company or shall interfere with or restrict in any way the right of the Company, subject to the terms of the Employment Agreement, to discharge Executive at any time for any reason whatsoever, with or without cause.

     6. No Conflicting Agreements. Executive warrants that Executive is not bound by the terms of a confidentiality agreement, non-competition or other agreement with a third party that would conflict with Executive’s obligations hereunder or under the Employment Agreement.

     7. Remedies.

          (a) In the event of breach or threatened breach by Executive of any provision hereof, the Company shall be entitled to (i) temporary, preliminary and permanent injunctive relief and without the posting of any bond or other security, (ii) damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, (iii) recovery of all attorney’s fees and costs incurred by the Companies in obtaining such relief, (iv) cessation of, and repayment by Executive to the Companies of, any severance benefits payable or paid to Executive pursuant to any agreement with the Companies, including pursuant to any employment, stock repurchase, severance or benefit agreement, plan or program of any of the Companies or between Executive and any of the Companies, and (v) any other legal and equitable relief to which either of them may be entitled, including any and all monetary damages which the Companies may incur as a result of said breach or threatened breach. The Companies may pursue any remedy available, including declaratory relief, concurrently or consecutively in any order, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy.

          (b) The period of time during which the restrictions set forth in Sections 2 and 3 hereof will be in effect will be extended by the length of time during which Executive is in breach of the terms of those provisions as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

     8. Early Resolution Conference. This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, should the Company or Executive determine to later challenge any provision as unclear, unenforceable or inapplicable to any activity, the Company or Executive will first notify each other in writing and meet with a representative of the Company and a neutral mediator (if the Company elects to retain one at their expense) to discuss resolution of any dispute between the parties with respect to such challenge. Executive will provide this notification at least fourteen (14) days before Executive engages in any activity on behalf of a Restricted Business or engages in other activity that could foreseeably fall within a questioned restriction

     9. Successors and Assigns. This Agreement shall be binding upon Executive and Executive’s heirs, assigns and representatives and the Company and its successors and assigns, including without limitation any entity to which substantially all of the assets or the business of the Company are sold or transferred. The obligations of Executive are personal to Executive and shall not be assigned by Executive.

     10. Severability. It is expressly agreed that if any restrictions set forth in this Agreement are found by any court having jurisdiction to be unreasonable because they are too broad in any respect, then and in each such case, the remaining provisions herein contained shall, nevertheless, remain effective, and this Agreement, or any portion hereof, shall be considered to be amended, so as to be considered reasonable and enforceable by such court, and the court shall

specifically have the right to restrict the time period or the business or geographical scope of such restrictions to any portion of the time period, business or geographic areas to the extent the court deems such restriction to be necessary to cause the covenants to be enforceable and, in such event, the covenants shall be enforced to the extent so permitted and the remaining provisions shall be unaffected thereby. In such event, the parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such unreasonable provision in order to carry out the intent of this Agreement insofar as possible and to render this Agreement enforceable in all respects as so modified. The covenants contained in this Section 10 shall be construed to extend to separate jurisdictions or subjurisdictions of the United States in which the Company, during the term of Executive’s employment, have been or are engaged in business, and to the extent that any such covenant shall be illegal and/or unenforceable with respect to any jurisdiction, said covenant shall not be affected thereby with respect to each other jurisdiction, such covenants with respect to each jurisdiction being construed as severable and independent. Any covenant on Executive’s part contained hereinabove, which may not be specifically enforceable, shall nevertheless, if breached, give rise to a cause of action for monetary damages. The restrictive covenant provisions of this Agreement shall govern to the extent there is any conflict between their terms and the terms of any other agreement or understanding with the Company.

     11. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and be deemed given when delivered by hand or received by registered or certified mail, postage prepaid, or by nationally reorganized overnight courier service addressed to the party to receive such notice at the following address or any other address substituted therefor by notice pursuant to these provisions:

If to the Company, at:

Mirion Technologies, Inc.
3000 Executive Pkwy, Suite 220
San Ramon, CA 94583
Attention: Thomas Logan
Telephone: (925) 543-0800
Facsimile: (925) 543-0808

with copies to:

American Capital Strategies, Ltd.
505 Fifth Avenue, 26th Floor
New York, NY 10017
Attention: Dustin Smith
Telephone: (212) 213-2009
Facsimile: (212) 213-2060

American Capital Strategies, Ltd.
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
Attention: Compliance Officer
Facsimile: (301) 654-6714

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: Christopher K. Aidun, Esq.
Telephone: (212) 310-8000
Facsimile: (212) 310-8007

If to Executive, at:

Jack Pacheco
xxxxxxxxxx
xxxxxxxxxx
Telephone: xxxxxxxxxx
Facsimile: xxxxxxxxxx

     12. Amendment. No provision of this Agreement may be modified, amended, waived or discharged in any manner except by a written instrument executed by the Company and Executive.

     13. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties hereto, oral or written, with respect to the subject matter hereof, however, if any portion of this Agreement is determined to be unenforceable by a court of law, then solely the appropriate conflicting provisions of any other agreement binding upon Executive shall control.

     14. Waiver, etc. The failure of the parties to enforce at any time any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor in any way affect the validity of this Agreement or any provision hereof or the right of the parties to enforce thereafter each and every provision of this Agreement. No waiver of any breach of any of the provisions of this Agreement by the parties shall be effective unless set forth in a written instrument executed by the party at issue, and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.

     15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be wholly performed therein without reference to conflicts of law principles, except as otherwise provided.

     16. Enforcement. If any party shall institute legal action to enforce or interpret the terms and conditions of this Agreement or to collect any monies under it, venue for any such action shall be San Francisco, California. Executive irrevocably consents to the jurisdiction of the courts located in the State of California for all suits or actions arising out of this Agreement. Each party hereto waives to the fullest extent possible, the defense of an inconvenient forum, and each agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day written above.

Mirion Technologies, Inc.
By:	/s/ Thomas Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer
EXECUTIVE
/s/ Jack Pacheco
Jack Pacheco

SIGNATURE PAGE TO CONFIDENTIALITY, NON-INTERFERENCE AND INTELLECTUAL PROPERTY AGREEMENT

Inventions

NONE

EX-10.17.1

Exhibit 10.17.1

Section 409A Amendment

     WHEREAS, the individual whose name appears on the signature line below (“Employee”) is employed by Mirion Technologies, Inc. (the employer, hereafter the “Company”);

     WHEREAS, Employee is a party to one or more employment agreements or a participant in one or more arrangements (any such agreement or arrangement hereafter collectively, the “Agreement”) that may provide deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);

     WHEREAS, Employee and the Company desire to amend the Agreement to comply with Section 409A of the Code;

     NOW, THEREFORE, Employee and the Company agree as follows:

1. Section 409A Compliance. Each Agreement is amended to include the following additional provision:

     “Section 409A of the Code. It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement give rise to any adverse tax consequences to the Employee under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretative guidance thereunder, including that issued after the date hereof (collectively, “Section 409A”) and the Agreement shall be interpreted to that end and consistent with that objective.

     Notwithstanding any provision in this Agreement to the contrary, if the Employee is a “specified employee” (as defined for purposes of Section 409A) on the date of separation from service, no payment of deferred compensation subject to Section 409A under this Agreement shall be made to the Employee during the six-month period beginning on the date of separation from service unless the Company determines in good faith that the payment is exempt from Section 409A’s required delay for specified employees. If any payment to the Employee is delayed pursuant to the foregoing sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in the prior sentence. The Company shall not be liable for any determination, made in good faith, that a payment of compensation is exempt from Section 409A.”

2. Payment of Bonuses. If the Agreement provides for the payment of an annual incentive bonus, the Agreement is hereby amended to include the following additional provision:

1

     “Notwithstanding anything in this Agreement to the contrary, unless otherwise subject to a valid deferral election, the Company shall pay any annual incentive bonus due to Employee no later than two and one-half (2.5) months following the end of the taxable year in which the Employee’s right to the bonus is no longer subject to a substantial risk of forfeiture (or if later, within two and one-half (2.5) months following the end of the Company’s taxable year in which the Employee’s right to the bonus is no longer subject to a substantial risk of forfeiture).”

3. Fringe Benefits. If the Agreement provides for fringe benefits, the Agreement is hereby amended to include the following additional provision:

     “Notwithstanding anything in this Agreement to the contrary, (i) no benefit or payment due to Employee in respect of a fringe benefit shall be subject to liquidation or exchange for another benefit or payment, and (ii) the amount reimbursed under a fringe benefit arrangement in one calendar year shall not affect the amount reimbursed under such arrangement in another calendar year, except that the Company shall not be precluded from imposing a limit on the amount of expenses that may be reimbursed under a medical reimbursement arrangement over some or all of the period in which the arrangement remains in effect.”

4. Reimbursements. If the Agreement provides for reimbursements of expenses (whether reimbursement of business expenses or reimbursement of certain expenses pursuant to a fringe benefit arrangement), the Agreement is hereby amended to include the following additional provision:

     “Notwithstanding anything in this Agreement to the contrary, expense reimbursements shall be made by the Company based upon the Company’s standard business practices but no later than on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred.”

5. Tax Payments. If the Agreement provides for reimbursements of taxes (such as a tax gross-up):

     “Notwithstanding anything in this Agreement to the contrary, any reimbursement for taxes due under this Agreement, such as pursuant to a provision providing for a tax gross-up, shall be made by the Company as required but in no event later than the end of the year in which the underlying tax payment was made.”

6. Severance Pay. If the Agreement provides for severance pay (other than a lump sum severance pay), the Agreement is hereby amended to include the following additional provision:

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     “Each severance payment due under this Agreement is hereby designated a “separate payment” for purposes of Section 409A (as defined herein).”

7. Construction. If the Agreement uses different defined terms for the terms “Employee”, “Company” and “Agreement” (as defined herein), then this Amendment shall be construed as if the term contained in this Amendment were replaced with the applicable defined term from the original Agreement.

ACCEPTED AND AGREED:

Signed:	/s/ Jack Pacheco
Name:	Jack Pacheco
Date:	12/19/08

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EX-10.18

Exhibit 10.18

EMPLOYMENT AGREEMENT
OF
SETH B. ROSEN

          EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 7, 2008 (the “Effective Date”), among Mirion Technologies, Inc., a Delaware corporation (the “Company”) and Seth B. Rosen (“Executive”).

          In consideration of the mutual agreements set forth below and set forth in the Confidentiality, Non-Interference and Intellectual Property Agreement attached hereto as Exhibit A (the “Confidentiality Agreement”), and for other good and valuable consideration given by each party to this Agreement to the other, the receipt and sufficiency of which are hereby acknowledged, the Company agrees to hire Executive and Executive agrees to serve the Company as an employee pursuant to the terms and subject to the conditions that follow.

     1. Employment. The Company hereby agrees to employ Executive, and Executive hereby agrees to accept employment with the Company, upon the terms and conditions contained in this Agreement, effective on the Effective Date. Executive’s employment with the Company shall continue, subject to earlier termination of such employment pursuant to the terms hereof until the first (1st) anniversary of the Effective Date and thereafter shall automatically renew for additional one (1) year periods (such term, as and when so extended, the “Employment Period”), unless a notice of intent not to renew shall be delivered in accordance with Section 11 by either the Chief Executive Officer, the Board of Directors or Executive (as the case may be) at least forty-five (45) days prior to such anniversary date or one year renewal period, as the case may be, and where a notice of intent is delivered by the Chief Executive Officer or the Board of Directors, such notice shall be deemed to be termination by Company without Cause pursuant to Section 5(d) hereof and thus subject to the Company’s obligations under Section 6(c) hereof.

     2. Duties. During the Employment Period, Executive shall serve on a full-time basis as the General Counsel, and Vice President Corporate Development (“General Counsel”) of the Company. Executive’s duties and responsibilities as General Counsel of the Company shall include those duties customarily associated with an officer with a similar title, as reasonably may be assigned to him from time to time by the Board of Directors (the “Board of Directors”) or Chief Executive Officer of the Company. Executive shall devote his full-time attention and energies and use his best efforts in his employment with the Company. It is understood that during the Employment Period Executive may (i) engage in personal activities such as charitable, civic and trade industry work and (ii) manage his personal investments, so long as such activities do not conflict with his duties and responsibilities hereunder. It is further understood that Executive is permitted to perform the following outside activities (and retain any resulting compensation from such activities) so long as such activities do not materially impact Executive’s performance of his obligations to the Company hereunder: (a) serving

as an arbitrator for Intellisys Corporation, headed by The Honorable Daniel S. Goldin (former NASA Administrator); (b) serving on the Advisory Board or Board of Directors of BlueSkies for Children, an Oakland, California-based non-profit focused on early childhood education; (c) serving on the Advisory Board for Peppercom, Inc.’s ‘green’ communications practice; (d) serving on the Advisory Board (or similar group) for the Joint BioEnergy Institute (or successor organization), a U.S. Dept. of Energy national bioenergy research institute, operated by the University of California through Lawrence Berkeley National Lab; (e) serving on the Advisory Board for a software start-up company that uses bioinformatics to reduce the time and expense of clinical trials; and (f) serving on such other Advisory Boards or Board of Directors as agreed to in advance between the Executive and the Chief Executive Officer or Board of Directors.

     3. Compensation and Benefits. In consideration of entering into this Agreement and as full compensation for Executive’s services hereunder, during the Employment Period, Executive shall receive the following compensation and benefits:

          (a) Base Salary. The Company shall pay to Executive a base salary (“Base Salary”) of $200,000 per year, payable in accordance with the payroll policies from time to time in effect at the Company. Executive’s Base Salary may be subject to increase (but not decrease) on an annual basis as the Board of Directors shall determine.

          (b) Incentive Bonuses. In addition to Base Salary, during the Employment Period, Executive shall be eligible to receive an annual incentive bonus based on the achievement of annual goals determined by the Board of Directors at the time of the Board of Directors’ approval of the Company’s annual budget and payable in accordance with the Company’s policies in effect from time to time (the “Incentive Bonus”). The amount of the Incentive Bonus shall be targeted at forty percent (40%) of Base Salary, is subject to increase of up to a maximum of eighty percent (80%) of Base Salary and is subject to decrease, in each case, as determined by the Board of Directors in their sole discretion.

          (c) Stock Options. The Company has adopted a stock plan (the “Option Plan”) pursuant to which executives of the Company selected by the Board of Directors will receive options to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Company will award options to Executive to purchase 8,000 shares of Common Stock, with time vesting, and at an exercise price equal to the then fair market value of the Company’s Class A Common Stock, as determined by the Board of Directors. Such options will be granted under the Option Plan on terms and on forms prescribed by the Board of Directors.

          (d) Vacation. Executive shall be entitled to four (4) weeks vacation per calendar year, accrued in accordance with the usual vacation policies in effect at the Company.

          (e) Other Benefits. Executive shall participate in and be eligible to receive, but without duplication, all other benefits (i.e., benefits other than those of the

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types covered in Sections 3(a) — (d)) offered to senior executives of the Company under and in accordance with the provisions of any employee benefit plan adopted or to be adopted by the Company other than any severance benefits offered to senior executives in accordance with any such plan. Except as set forth herein, Executive shall not be entitled to any other benefits.

     4. Reimbursement for Expenses. During the Employment Period, Executive shall be entitled to incur on behalf of the Company reasonable and necessary expenses in connection with his duties in accordance with Company’s policies and the Company shall pay for or reimburse Executive for all such expenses upon presentation of proper receipts therefor. The Executive shall comply with such reasonable limitations and reporting requirements with respect to such expenses as the Board of Directors may establish from time to time.

     5. Termination. Executive’s employment hereunder may be terminated as follows:

          (a) Automatically in the event of the death of Executive;

          (b) At the option of the Company, by the Board of Directors or by written notice to Executive or his personal representative in the event of the Permanent Disability of Executive. As used herein, the term “Permanent Disability” shall mean a physical or mental incapacity or disability which renders Executive unable to render the services required hereunder (A) for one hundred twenty (120) days in any twelve (12) month period or (B) for a period of ninety (90) consecutive days;

          (c) At the option of the Company, by the Board of Directors for Cause (as defined in Section 6(f));

          (d) At the option of the Company, by the Board of Directors at any time without Cause, subject to the Company’s obligations under Section 6(c) hereof; or

          (e) At the option of Executive, at any time, for any reason, on sixty (60) days prior written notice to the Company, which 60 day prior notice shall be waivable at the sole option of the Company.

          (f) At the option of Executive for Good Reason (as defined in Section 6(g)), on thirty (30) days prior written notice to the Company, which thirty (30) day prior notice shall be waivable at the sole option of the Company.

     6. Payments.

          (a) Death. Upon the termination of Executive’s employment due to death, Executive or his legal representatives shall be entitled to receive (i) an amount equal to Base Salary payable through the date of termination, plus (ii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year

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ending on the date of termination (which portion of the Incentive Bonus shall be reasonably determined by the Board of Directors as of the date of termination of employment), payable at the same time as such payment would be made had the Executive continued his employment with the Company. Executive or his legal representatives shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies.

          (b) Permanent Disability. Upon the termination of Executive’s employment due to Permanent Disability, Executive or his legal representatives shall be entitled to receive (i) an amount equal to Base Salary payable through the date of termination, plus (ii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year ending on the date of termination (which portion of the Incentive Bonus shall be reasonably determined by the Board of Directors as of the date of termination of employment), payable at the same time as such payment would be made had Executive continued his employment with the Company. Executive or his legal representatives shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies.

          (c) Termination Without Cause. If Executive’s employment is terminated by the Company at any time during the Employment Period without Cause, Executive shall be entitled to an amount equal to (i) his Base Salary through the date of termination plus (ii) his Base Salary for a period of twelve (12) months from the date of termination, payable in accordance with the usual payroll policies in effect at the Company as if Executive was employed at the time, plus (iii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year ending on the date of termination (which portion of the Incentive Bonus shall be reasonably determined by the Board of Directors as of the date of termination of employment), payable at the same time as such payment would be made during Executive’s regular employment with the Company. In addition to the foregoing, Executive shall be entitled to continued payment by the Company, for a period equal to the lesser of (A) twelve (12) months from the date of termination and (B) such time that Executive commences employment with a new employer and becomes eligible to participate in that employer’s health care benefits plan, of the group health continuation coverage premiums for Executive and Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”). Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies. Notwithstanding the above, the parties agree that the Company can take reasonable actions to ensure that payments pursuant to this Section 6(c) comply with Section 409A of the Internal Revenue Code (the “Code”).

          (d) Termination for Cause or by Executive Without Good Reason . Except for Base Salary through the day on which Executive’s employment was terminated and any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies or applicable law, Executive shall not be entitled to receive severance or any other compensation or benefits after the last date

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of employment with the Company upon the termination of Executive’s employment hereunder by the Company for Cause pursuant to Section 5(c) or upon Executive’s termination of employment hereunder pursuant to Section 5(e), without Good Reason.

          (e) Termination by Executive for Good Reason. If Executive’s employment is terminated by the Executive at any time during the Employment Period for Good Reason, Executive shall be entitled to (i) an amount equal to Base Salary payable through the date of termination, plus (ii) his Base Salary for a period of twelve (12) months from the date of termination, payable in accordance with the usual payroll policies in effect at the Company as if Executive was employed at the time, plus (iii) a pro rata portion of Executive’s Incentive Bonus, if any, for the applicable period during the fiscal year in which termination occurs (which portion of the Incentive Bonus shall be reasonably determined by the Board of Directors as of the date of termination of employment), payable at the same time as such payment would be made during Executive’s regular employment with the Company. In addition to the foregoing, Executive shall be entitled to continued payment by the Company, for a period equal to the lesser of (A) twelve (12) months from the date of termination and (B) such time that Executive commences employment with a new employer and becomes eligible to participate in that employer’s health care benefits plan, of the group health continuation coverage premiums for Executive and Executive’s eligible dependents under COBRA. Executive shall also be entitled to any accrued and unpaid vacation pay or other benefits which may be owing in accordance with the Company’s policies. Notwithstanding the above, the parties agree that the Company can take reasonable actions to ensure that payments pursuant to this Section 6(e) comply with Section 409A of the Code.

          (f) Cause Defined. For purposes of this Agreement, the term “Cause” shall mean that Executive:

               (i) committed or engaged in an act of fraud, embezzlement, sexual harassment or theft, in connection with Executive’s duties for the Company or any subsidiary of the Company;

               (ii) materially breached or defaulted under his agreements or obligations under this Agreement or the Confidentiality Agreement with the Company or any subsidiary of the Company (which breach or default, if reasonably capable of cure, is not cured within two (2) business days after written notice thereof is received by Executive or, if reasonably capable of cure but not within two (2) business days, the Executive shall not have commenced cure in good faith within such two (2) business days and completed such cure as promptly as reasonably practical thereafter);

               (iii) is convicted of, or pleads nolo contendere with respect to, a felony; or

               (iv) engaged in an act of gross negligence or willful failure to perform his duties or responsibilities, including the failure to follow in any material respect a lawful, properly adopted, direction or written policy of the Board (which breach

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or default, if reasonably capable of cure, is not cured within ten (10) business days after written notice thereof or, if reasonably capable of cure but not within ten (10) business days, the Executive shall not have commenced cure in good faith within such ten (10) business days and completed such cure as promptly as reasonably practical thereafter).

          (g) Good Reason Defined. For purposes of this Agreement, the term “Good Reason” shall mean in the absence of the written consent of Executive:

               (i) a material reduction in Executive’s Base Salary by the Company;

               (ii) a diminution in Executive’s authority, duties or responsibilities with respect to the Company, in each case, from those contemplated in Section 2 (other than isolated actions not taken in bad faith and remedied by the Company within the cure period set forth below);

               (iii) the requirement by the Company that Executive be based in an office which is more than twenty (25) miles from the Company’s headquarters at Bishop Ranch 8, 3000 Executive Parkway, San Ramon, CA; or

               (iv) any failure by the Company to comply with any material provision of this Agreement.

               Notwithstanding the foregoing, in the event that Executive provides written notice of termination for Good Reason in reliance upon this Section 6(g), the Company shall have the opportunity to cure such circumstances within thirty (30) days of receipt of such notice. If Executive does not deliver to the Company a notice of termination within the thirty (30) day period after Executive has actual knowledge that an event constituting Good Reason has occurred, such event will no longer constitute Good Reason.

          (h) Condition to Payment. All payments and benefits due to Executive under this Section 6 which are not otherwise required by law shall be contingent upon (i) execution by Executive (or Executive’s beneficiary or estate) of a general release of all claims in a form prescribed by the Board of Directors.

          (i) No Other Severance. Executive hereby acknowledges and agrees that, other than the severance payment described in Section 6(c) and (e) hereof, upon termination, Executive shall not be entitled to any other severance under any Company benefit plan or severance policy generally available to the Company’s employees or otherwise.

          (j) Survival. This Section 6 shall survive any termination or expiration of this Agreement.

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     7. Confidentiality Agreement. Simultaneous with the execution and delivery of this Agreement, the Company and the Executive shall execute and deliver the Confidentiality Agreement attached hereto as Attachment A incorporated herein by reference. The Confidentiality Agreement shall survive any termination of this Agreement in accordance with the terms of the Confidentiality Agreement.

     8. Indemnification. The Company will indemnify Executive in his capacity as an officer of the Company to the fullest extent permitted by the certificate of incorporation and bylaws of the Company.

     9. Withholding Taxes. Executive acknowledges and agrees that the Company may directly or indirectly withhold from any payments under this Agreement all federal, state, city or other taxes that will be required pursuant to any law or governmental regulation.

     10. Effect of Prior Agreements. This Agreement, together with the Confidentiality Agreement and the Option Plan and related option award documentation constitute the sole and entire agreements and understandings between Executive and the Company with respect to the matters covered hereby and thereby, and there are no other promises, agreements, representations, warranties or other statements between Executive and the Company in respect to such matters not expressly set forth in these agreements. These agreements supersede all prior and contemporaneous agreements, understandings or other arrangements, whether written or oral, concerning the subject matter thereof.

     11. Notices. Any notice required, permitted, or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have been sufficiently given or served for all purposes when faxed, when delivered by hand, or received by registered or certified mail, postage prepaid, or by nationally recognized overnight courier service addressed to the party to receive such notice at the following address or any other address substituted therefor by notice pursuant to these provisions:

If to the Companies, at:

Mirion Technologies, Inc.
3000 Executive Pkwy, Suite 220
San Ramon, CA 94583
Attention: Thomas Logan
Telephone: (925) 543-0800
Facsimile: (925) 543-0808

with copies to:

American Capital Strategies, Ltd.
505 Fifth Avenue, 26th Floor
New York, NY 10017
Attention: Dustin Smith

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Telephone: (212) 213-2009
Facsimile: (212) 213-2060

American Capital Strategies, Ltd.
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
Attention: Compliance Officer
Facsimile: (301) 654-6714

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: Christopher K. Aidun, Esq.
Telephone: (212) 310-8000
Facsimile: (212) 310-8007

If to Executive, at:

Seth B. Rosen
xxxxxxxxxx
xxxxxxxxxx
Telephone: xxxxxxxxxx

     12. Assignability. The obligations of Executive may not be delegated and Executive may not, without the Company’s written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. The Company and Executive agree that this Agreement and all of the Company’s rights and obligations hereunder may be assigned or transferred by the Company to and may be assumed by and become binding upon and may inure to the benefit of any affiliate of or successor to the Company. The term “successor” shall mean any other corporation or other business entity which, by merger, consolidation, purchase of the assets, or otherwise, acquires all or a material part of its assets. Any assignment by the Company of its rights or obligations hereunder to any affiliate of or successor to the Company shall not be a termination of employment for purposes of this Agreement.

     13. Modification. This Agreement may not be modified or amended except in writing signed by the parties. No term or condition of this Agreement will be deemed to have been waived except in writing by the party charged with waiver. A waiver will operate only as to the specific term or condition waived and will not constitute a waiver for the future or act on anything other than that which is specifically waived.

     14. Governing Law. This Agreement has been executed and delivered in the State of California and its validity, interpretation, performance and enforcement will be

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governed by the laws of that state applicable to contacts made and to be performed entirely within that state.

     15. Severability. All provisions of this Agreement are intended to be severable. In the event any provision or restriction contained herein is held to be invalid or unenforceable in any respect, in whole or in part, such finding will in no way affect the validity or enforceability of any other provision of this Agreement. The parties hereto further agree that any such invalid or unenforceable provision will be deemed modified so that it will be enforced to the greatest extent permissible under law, and to the extent that any court of competent jurisdiction determines any restriction herein to be unreasonable in any respect, such court may limit this Agreement to render it reasonable in the light of the circumstances in which it was entered into and specifically enforce this Agreement as limited.

     16. No Waiver. Except as specifically contemplated in this Agreement, no course of dealing or any delay on the part of the Company or Executive in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver of any other breach or default.

     17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original by the party executing the same but all of which together will constitute one and the same instrument.

     18. Binding Arbitration.

          (a) Generally. Executive and the Company hereby agree that any controversy or claim arising out of or relating to this Agreement, the employment relationship between Executive and the Company, or the termination thereof, including the arbitrability of any controversy or claim, which cannot be settled by mutual agreement will be finally settled by binding arbitration in accordance with the Federal Arbitration Act (or if not applicable, the applicable state arbitration law) as follows: Any party who is aggrieved will deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may, upon ten (10) days’ notice to the other party, be submitted to arbitration in San Francisco, California, to the American Arbitration Association, before a single arbitrator appointed in accordance with the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association, as such procedures and rules may be amended from time to time and modified only as herein expressly provided. The arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. Notwithstanding the foregoing, any controversy or claim arising out of or relating to the Confidentiality Agreement shall not be subject to this Section 18 and shall be resolved only in accordance with provisions of the Confidentiality Agreement.

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          (b) Binding Effect. The decision of the arbitrator on the points in dispute will be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The parties agree that this provision has been adopted by the parties to rapidly and inexpensively resolve any disputes between them and that this provision will be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award. In the event that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation.

          (c) Fees and Expenses. Except as otherwise provided in this Agreement or by law, the arbitrator will be authorized to apportion its fees and expenses as the arbitrator deems appropriate and the Company will bear the fees and expenses of the arbitration but the arbitrator will be authorized to award the prevailing party its fees and expenses (including attorney’s fees). In the absence of such apportionment or award, each party will bear the fees and expenses of its own attorney.

          (d) Confidentiality. The parties will keep confidential, and will not disclose to any person, except as may be required by law, the existence of any controversy under this Section 18, the referral of any such controversy to arbitration or the status or resolution thereof. In addition, the confidentiality restrictions set forth in the Confidentiality Agreement shall continue in full force and effect.

          (e) Waiver. Executive acknowledges that arbitration pursuant to this agreement includes all controversies or claims of any kind (e.g., whether in contract or in tort, statutory or common law, legal or equitable) now existing or hereafter arising under any federal, state, local or foreign law (except for any claims or controversy arising out of the Confidentiality Agreement), including, but not limited to, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Americans With Disabilities Act and all similar federal, state and local laws, and Executive hereby waives all rights thereunder to have a judicial tribunal and/or a jury determine such claims.

          (f) Acknowledgment. Executive acknowledges that before entering into this Agreement, Executive has had the opportunity to consult with any attorney or other advisor of Executive’s choice, and that this provision constitutes advice from the Companies to do so if Executive chooses. Executive further acknowledges that Executive has entered into this Agreement of Executive’s own free will, and that no promises or representations have been made to Executive by any person to induce Executive to enter into this Agreement other than the express terms set forth herein. Executive further acknowledges that Executive has read this Agreement and understands all of its terms, including the waiver of rights set forth in Section 18(e).

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          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day written above.

Mirion Technologies, Inc.
By:	/s/ Thomas Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer

EXECUTIVE
 

/s/ Seth B. Rosen 

Seth B. Rosen 

SIGNATURE PAGE TO THE EMPLOYMENT AGREEMENT OF

SETH B. ROSEN

EXHIBIT A

CONFIDENTIALITY, NON- INTERFERENCE AND
INTELLECTUAL PROPERTY AGREEMENT

Attachment A to
Employment Agreement of Seth Rosen

          CONFIDENTIALITY, NON-INTERFERENCE AND INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”), dated as of January 7, 2008 (the “Effective Date”), among Mirion Technologies, Inc., a Delaware corporation (the “Company” and, for purposes of this Agreement, any other direct or indirect subsidiary of the Company, the “Companies”), and Seth B. Rosen (“Executive”).

          WHEREAS, the Companies are currently engaged in the business of, among other things, radiation measurement and detection.

          WHEREAS, Executive has been offered employment with the Company, and has entered into an employment agreement dated of even date herewith with the Company (the “Employment Agreement”). In such role, Executive will receive specific confidential information and training relating to the businesses of the Companies, which confidential information and training is necessary to enable Executive to perform Executive’s duties and to receive future compensation. Executive will play a significant role in the development and management of the businesses of the Companies and will be entrusted with the Companies’ confidential information relating to the Companies, the Companies’ customers, manufacturers, distributors and others.

          WHEREAS, Executive acknowledges that during the course of Executive’s employment with the Company, Executive will be involved in the current and future businesses of the Companies, as set forth above.

          WHEREAS, it is a condition to the commencement of Executive’s employment by the Company that Executive execute and deliver this Agreement.

          NOW, THEREFORE, it is mutually agreed as follows:

     1. Confidentiality.

          (a) Executive shall not, during the term of Executive’s employment with the Company or at any time thereafter, directly or indirectly, divulge, use, furnish, disclose, exploit or make available to any person or entity, whether or not a competitor of the Companies, any Unauthorized disclosure of Confidential Information.

          As used herein, the term:

          “Confidential Information” shall mean trade secrets, confidential or proprietary information, and all other information, documents or materials, relating to, owned, developed or possessed by either of the Companies, whether in tangible or intangible form. Confidential Information includes, but is not limited to, (i) financial information, (ii) products, (iii) product and service costs, prices, profits and sales, (iv) new business, technical or other ideas, proposals, plans and designs, (v) business strategies, (vi) product and service plans, (vii) marketing plans and studies, (viii) forecasts, (ix) budgets, (x) projections, (xi) computer programs, (xii) data bases and the documentation (and information contained therein), (xiii) computer access codes and similar information, (xiv) source codes, (xv) know-how, technologies, concepts and designs,

including, without limitation, patent applications, (xvi) research projects and all information connected with research and development efforts, (xvii) records, (xviii) business relationships, methods and recommendations, (xix) existing or prospective client, customer, vendor and supplier information (including, but not limited to, identities, needs, transaction histories, volumes, characteristics, agreements, prices, identities of individual contacts, and spending, preferences or habits), (xx) training manuals and similar materials used by the Companies in conducting its business operations, (xxi) skills, responsibilities, compensation and personnel files of employees, directors and independent contractors of either of the Companies, (xxii) competitive analyses, (xxiii) contracts with other parties, (xxiv) product formulations, and (xxv) other confidential or proprietary information that has not been made available to the general public by the senior management of either of the Companies. Confidential Information shall not include information that (I) is or becomes generally available to the public through no act or omission on the part of Executive, (II) is hereafter received on a non-confidential basis by Executive from a third party who has the lawful right to disclose such information, or (III) Executive is required to disclose pursuant to court order or law.

          “Unauthorized” shall mean: (i) in contravention of the policies or procedures of either of the Companies; (ii) otherwise inconsistent with any measures taken by either of the Companies to protect its interests in the Confidential Information; (iii) in contravention of any lawful instruction or directive, either written or oral, of the board of directors, or an officer or employee of either of the Companies empowered to issue such instruction or directive; (iv) in contravention of any duty existing under law or contract; or (v) to the detriment of either of the Companies.

          (b) Executive further agrees to take all reasonable measures to prevent unauthorized persons or entities from obtaining or using Confidential Information. Promptly upon termination, for any reason, of Executive’s employment with the Companies, Executive agrees to deliver to the Companies all property and materials within Executive’s possession or control which belong to either of the Companies or which contain Confidential Information.

     2. Non-Interference with Employees.

          (a) During the term of Executive’s employment with the Company and for a term of one (1) year commencing on the effective date of termination of Executive’s employment with the Company (the “Non-Interference Period”), Executive shall not interfere with the business of the Companies by soliciting, diverting, enticing away, or in any other manner persuading, or attempting to do any of the foregoing (each, an “Employee Solicitation”), any person who is an officer, employee or consultant of any of the Companies to accept employment with a third party.

     3. Non-Solicitation of Customers.

          (a) During the Non-Interference Period, Executive shall not directly or indirectly solicit, divert, entice away, or in any other manner persuade, or attempt to do any of the foregoing, on (i) any actual or prospective customer of any of the Companies to become a customer of any third party engaged in a Restricted Business or (ii) any customer or supplier to cease doing business with any of the Companies. A “prospective customer” for purposes of this

paragraph is a potential customer of any of the Companies that has, with Executive’s actual knowledge, made substantive contact with any of the Companies during Executive’s employment.

          (b) Because it is impossible to know which business or operations Executive will participate in during Executive’s employment by the Company, Executive agrees that a reasonable definition of “Restricted Business” shall mean any businesses or operations engaged in, or (with the actual knowledge of Executive) proposed to be engaged in, by the Companies during Executive’s employment with the Company. Executive also acknowledges that the Restricted Business is international in scope. Accordingly, Executive agrees that the “Restricted Area” shall be North America, Europe and Asia.

     4. Intellectual Property. Executive agrees that during the term of Executive’s employment with the Company, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Companies, their strategic plans, products, processes, apparatus or business now or hereafter carried on by the Companies (collectively, “Inventions”), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company (as they shall determine) as against Executive or any of Executive’s assignees. Regardless of the status of Executive’s employment by the Company, Executive and Executive’s heirs, assigns and representatives shall promptly assign to the Company any and all right, title and interest in and to such Inventions made during the term of Executive’s employment by the Company or within six months thereafter. Except as set forth on Schedule 1 to this Agreement, there are no Inventions with respect to any of the Companies conceived of, developed or made by Executive before the date of this Agreement.

          Whether during or after Executive’s employment with the Company, Executive further agrees to execute and acknowledge all papers and to do, at the Company’s expense, any and all other things necessary for or incident to the applying for, obtaining and maintaining of such letters patent, copyrights, trademarks or other intellectual property rights, as the case may be, and to execute, on request, all papers necessary to assign and transfer such Inventions, copyrights, patents, patent applications and other intellectual property rights to the Company, their successors and assigns (as they shall determine). In the event that the Company is unable, after reasonable efforts and, in any event, after ten (10) business days, to secure Executive’s signature on a written assignment to the Company, of any application for letters patent, trademark registration or to any common law or statutory copyright or other property right therein, whether because of his physical or mental incapacity, or for any other reason whatsoever, Executive irrevocably designates and appoints the Secretary of the Company as Executive’s attorney-in-fact to act on Executive’s behalf to execute and file any such applications and to do all lawfully permitted acts to further the prosecution or issuance of such assignments, letters patent, copyright or trademark.

     5. No Right to Continued Employment. Nothing in this Agreement shall confer upon Executive any right to continue in the employ of the Company or shall interfere with or

restrict in any way the right of the Company, subject to the terms of the Employment Agreement, to discharge Executive at any time for any reason whatsoever, with or without cause.

     6. No Conflicting Agreements. Executive warrants that Executive is not bound by the terms of a confidentiality agreement, non-competition or other agreement with a third party that would conflict with Executive’s obligations hereunder or under the Employment Agreement.

     7. Remedies.

          (a) In the event of breach or threatened breach by Executive of any provision hereof, the Company shall be entitled to (i) temporary, preliminary and permanent injunctive relief and without the posting of any bond or other security, (ii) damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, (iii) recovery of all attorney’s fees and costs incurred by the Companies in obtaining such relief, (iv) cessation of, and repayment by Executive to the Companies of, any severance benefits payable or paid to Executive pursuant to any agreement with the Companies, including pursuant to any employment, stock repurchase, severance or benefit agreement, plan or program of any of the Companies or between Executive and any of the Companies, and (v) any other legal and equitable relief to which either of them may be entitled, including any and all monetary damages which the Companies may incur as a result of said breach or threatened breach. The Companies may pursue any remedy available, including declaratory relief, concurrently or consecutively in any order, and the pursuit of one such remedy at any time will not be deemed an election of remedies or waiver of the right to pursue any other remedy.

          (b) The period of time during which the restrictions set forth in Sections 2 and 3 hereof will be in effect will be extended by the length of time during which Executive is in breach of the terms of those provisions as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

     8. Early Resolution Conference. This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, should the Company or Executive determine to later challenge any provision as unclear, unenforceable or inapplicable to any activity, the Company or Executive will first notify each other in writing and meet with a representative of the Company and a neutral mediator (if the Company elects to retain one at their expense) to discuss resolution of any dispute between the parties with respect to such challenge. Executive will provide this notification at least fourteen (14) days before Executive engages in any activity on behalf of a Restricted Business or engages in other activity that could foreseeably fall within a questioned restriction.

     9. Successors and Assigns. This Agreement shall be binding upon Executive and Executive’s heirs, assigns and representatives and the Company and its successors and assigns, including without limitation any entity to which substantially all of the assets or the business of the Company are sold or transferred. The obligations of Executive are personal to Executive and shall not be assigned by Executive.

     10. Severability. It is expressly agreed that if any restrictions set forth in this Agreement are found by any court having jurisdiction to be unreasonable because they are too

broad in any respect, then and in each such case, the remaining provisions herein contained shall, nevertheless, remain effective, and this Agreement, or any portion hereof, shall be considered to be amended, so as to be considered reasonable and enforceable by such court, and the court shall specifically have the right to restrict the time period or the business or geographical scope of such restrictions to any portion of the time period, business or geographic areas to the extent the court deems such restriction to be necessary to cause the covenants to be enforceable and, in such event, the covenants shall be enforced to the extent so permitted and the remaining provisions shall be unaffected thereby. In such event, the parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such unreasonable provision in order to carry out the intent of this Agreement insofar as possible and to render this Agreement enforceable in all respects as so modified. The covenants contained in this Section 10 shall be construed to extend to separate jurisdictions or subjurisdictions of the United States in which the Company, during the term of Executive’s employment, have been or are engaged in business, and to the extent that any such covenant shall be illegal and/or unenforceable with respect to any jurisdiction, said covenant shall not be affected thereby with respect to each other jurisdiction, such covenants with respect to each jurisdiction being construed as severable and independent. Any covenant on Executive’s part contained hereinabove, which may not be specifically enforceable, shall nevertheless, if breached, give rise to a cause of action for monetary damages. The restrictive covenant provisions of this Agreement shall govern to the extent there is any conflict between their terms and the terms of any other agreement or understanding with the Company.

     11. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and be deemed given when delivered by hand or received by registered or certified mail, postage prepaid, or by nationally reorganized overnight courier service addressed to the party to receive such notice at the following address or any other address substituted therefor by notice pursuant to these provisions:

If to the Company, at:

Mirion Technologies, Inc.
3000 Executive Pkwy, Suite 220
San Ramon, CA 94583
Attention: Thomas Logan
Telephone: (925) 543-0800
Facsimile: (925) 543-0808

with copies to:

American Capital Strategies, Ltd.
505 Fifth Avenue, 26th Floor
New York, NY 10017
Attention: Dustin Smith
Telephone: (212) 213-2009
Facsimile: (212) 213-2060

American Capital Strategies, Ltd.
2 Bethesda Metro Center, 14th Floor

Bethesda, Maryland 20814
Attention: Compliance Officer
Facsimile: (301) 654-6714

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: Christopher K. Aidun, Esq.
Telephone: (212) 310-8000
Facsimile: (212) 310-8007

If to Executive, at:

Seth Rosen
XXXXXXXXXX
XXXXXXXXXX
Telephone: XXXXXXXXXX

     12. Amendment. No provision of this Agreement may be modified, amended, waived or discharged in any manner except by a written instrument executed by the Company and Executive.

     13. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties hereto, oral or written, with respect to the subject matter hereof, however, if any portion of this Agreement is determined to be unenforceable by a court of law, then solely the appropriate conflicting provisions of any other agreement binding upon Executive shall control.

     14. Waiver, etc. The failure of the parties to enforce at any time any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor in any way affect the validity of this Agreement or any provision hereof or the right of the parties to enforce thereafter each and every provision of this Agreement. No waiver of any breach of any of the provisions of this Agreement by the parties shall be effective unless set forth in a written instrument executed by the party at issue, and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.

     15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be wholly performed therein without reference to conflicts of law principles, except as otherwise provided.

     16. Enforcement. If any party shall institute legal action to enforce or interpret the terms and conditions of this Agreement or to collect any monies under it, venue for any such action shall be San Francisco, California. Executive irrevocably consents to the jurisdiction of the courts located in the State of California for all suits or actions arising out of this Agreement. Each party hereto waives to the fullest extent possible, the defense of an inconvenient forum, and

each agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day written above.

Mirion Technologies, Inc.
By:	/s/ Thomas Logan
	Name:	Thomas D. Logan
	Title:	Chief Executive Officer
EXECUTIVE
/s/ Seth B. Rosen
Seth B. Rosen

SIGNATURE PAGE TO CONFIDENTIALITY, NON-INTERFERENCE AND INTELLECTUAL PROPERTY AGREEMENT

Schedule 1
Inventions

EX-10.18.1

Exhibit 10.18.1

Section 409A Amendment

     WHEREAS, the individual whose name appears on the signature line below (“Employee”) is employed by Mirion Technologies, Inc. (the employer, hereafter the “Company”);

     WHEREAS, Employee is a party to one or more employment agreements or a participant in one or more arrangements (any such agreement or arrangement hereafter collectively, the “Agreement”) that may provide deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”);

     WHEREAS, Employee and the Company desire to amend the Agreement to comply with Section 409A of the Code;

     NOW, THEREFORE, Employee and the Company agree as follows:

1. Section 409A Compliance. Each Agreement is amended to include the following additional provision:

     “Section 409A of the Code. It is the intention of the parties to this Agreement that no payment or entitlement pursuant to this Agreement give rise to any adverse tax consequences to the Employee under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretative guidance thereunder, including that issued after the date hereof (collectively, “Section 409A”) and the Agreement shall be interpreted to that end and consistent with that objective.

     Notwithstanding any provision in this Agreement to the contrary, if the Employee is a “specified employee” (as defined for purposes of Section 409A) on the date of separation from service, no payment of deferred compensation subject to Section 409A under this Agreement shall be made to the Employee during the six-month period beginning on the date of separation from service unless the Company determines in good faith that the payment is exempt from Section 409A’s required delay for specified employees. If any payment to the Employee is delayed pursuant to the foregoing sentence, such payment instead shall be made on the first business day following the expiration of the six-month period referred to in the prior sentence. The Company shall not be liable for any determination, made in good faith, that a payment of compensation is exempt from Section 409A.”

2. Payment of Bonuses. If the Agreement provides for the payment of an annual incentive bonus, the Agreement is hereby amended to include the following additional provision:

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     “Notwithstanding anything in this Agreement to the contrary, unless otherwise subject to a valid deferral election, the Company shall pay any annual incentive bonus due to Employee no later than two and one-half (2.5) months following the end of the taxable year in which the Employee’s right to the bonus is no longer subject to a substantial risk of forfeiture (or if later, within two and one-half (2.5) months following the end of the Company’s taxable year in which the Employee’s right to the bonus is no longer subject to a substantial risk of forfeiture).”

3. Fringe Benefits. If the Agreement provides for fringe benefits, the Agreement is hereby amended to include the following additional provision:

     “Notwithstanding anything in this Agreement to the contrary, (i) no benefit or payment due to Employee in respect of a fringe benefit shall be subject to liquidation or exchange for another benefit or payment, and (ii) the amount reimbursed under a fringe benefit arrangement in one calendar year shall not affect the amount reimbursed under such arrangement in another calendar year, except that the Company shall not be precluded from imposing a limit on the amount of expenses that may be reimbursed under a medical reimbursement arrangement over some or all of the period in which the arrangement remains in effect.”

4. Reimbursements. If the Agreement provides for reimbursements of expenses (whether reimbursement of business expenses or reimbursement of certain expenses pursuant to a fringe benefit arrangement), the Agreement is hereby amended to include the following additional provision:

     “Notwithstanding anything in this Agreement to the contrary, expense reimbursements shall be made by the Company based upon the Company’s standard business practices but no later than on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred.”

5. Tax Payments. If the Agreement provides for reimbursements of taxes (such as a tax gross-up):

     “Notwithstanding anything in this Agreement to the contrary, any reimbursement for taxes due under this Agreement, such as pursuant to a provision providing for a tax gross-up, shall be made by the Company as required but in no event later than the end of the year in which the underlying tax payment was made.”

6. Severance Pay. If the Agreement provides for severance pay (other than a lump sum severance pay), the Agreement is hereby amended to include the following additional provision:

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     “Each severance payment due under this Agreement is hereby designated a “separate payment” for purposes of Section 409A (as defined herein).”

7. Construction. If the Agreement uses different defined terms for the terms “Employee”, “Company” and “Agreement” (as defined herein), then this Amendment shall be construed as if the term contained in this Amendment were replaced with the applicable defined term from the original Agreement.

ACCEPTED AND AGREED:

Signed:	/s/ Seth B. Rosen
Name:	Seth B. Rosen
Date:	12/18/2008

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EX-10.19

Exhibit 10.19

   EMPLOYMENT AGREEMENT

BETWEEN:

Synodys, société anonyme à directoire et conseil de surveillance, whose registered office is situated at Lieu-dit Calès, B.P. 1, 13113 Lamanon, with a capital of EUR 3,476,070, represented by Mr Thomas Logan, acting in his capacity as Chairman, registered at URSSAF under number 130 101 135 5740,

the “Company”

ON THE ONE HAND,

AND

Mr Antony Besso, born on xxxxx in Montreal, Canada residing at xxxxx, a Canadian national, registered with the Social Security under the number xxxxx, holder of a 10 Year Resident Card number xxxxx,

“Mr Besso”

ON THE OTHER HAND.

IT HAS BEEN AGREED AS FOLLOWS:

1.	ENGAGEMENT/COLLECTIVE BARGAINING AGREEMENT
	Subject to the initial medical visit’s result, the Company employs Mr Besso as from February 8th, 2006 as Director of the “Division Synodys Health Physics Group”.
	In France, the Company is currently subject to the Collective Bargaining Agreement of Engineers and Executives of Metallurgy (Brochure JO 3025).
	Mr Besso hereby accepts this offer and formally declares that he is not bound to any other company and that he is free of any duties owed to his former employer. He confirms expressly that he is not bound to any company, firm or entity whatsoever by a non-competition clause or other which would prevent him from signing the present Agreement.

	Mr Besso undertakes to inform the Company immediately of any change in his personal situation as regards his address, family status, or other relevant information.
2.	DUTIES
	Mr Besso is employed as a Director of the Division “Synodys Health Physics Group”.
	In this capacity, he shall be responsible for the overall management of the Synodys Health Physics Group. It is further contemplated that Mr Besso’s duties will include maximizing synergies and coordinating arrangements among the operations of the Company and other subsidiaries of Mirion Technologies Inc., a Delaware corporation (USA) and the Parent Company of the Company (the “Parent Company”); the Company, the Parent Company and its other subsidiaries, collectively, together with any future subsidiaries, the “Group”).
	The details of the duties and the specific range of Mr Besso’s skills shall be fixed by the Chairman and Chief Executive Officer of the Company in accordance with the development of the activity and needs of the Company.
	Mr Besso shall report directly to the President and Chief Executive Officer of the Parent Company.
3.	CLASSIFICATION
	The classification of Mr Besso’s duties is executive, position III C, indication 240 of the applicable Collective Bargaining Agreement.
	Given the nature of Mr Besso’s duties and the degree of responsibility he has within the Company, Mr Besso shall be qualified as a Management Executive as defined in Section 8 of this Agreement.
4.	TRIAL PERIOD — DURATION OF THE CONTRACT — NOTICE
	This Agreement is not subject to any trial period.
	This Agreement is for an indefinite period.
	Each party may terminate the Agreement with three months notice, provided that the rules governing termination as stipulated by law and the applicable Collective Bargaining Agreement are complied with.
5.	REMUNERATION
5.1.	Base Salary
	In consideration for his services, Mr Besso will receive a base gross annual fixed salary (the “Base Salary”) in the amount of two hundred thousand euros (EUR 200,000) which will be composed as follows:

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	- a basic gross annual fixed salary of one hundred and seventy thousand euros (EUR 170,000) payable in twelve monthly installments at the end of each month; and
	- a Housing Allowance as defined in Section 5.3 below.
	In accordance with his qualification as a management executive, Mr Besso’s remuneration is deemed to be distinct from the time Mr Besso devotes to the performance of his duties.
	Mr Besso’s remuneration, shall be subject to examination on an annual basis as the President and Chief Executive Officer and the Board of Directors of the Parent Company shall determine.
5.2.	Annual Bonus
	M. Besso shall be entitled to participate in an annual incentive bonus program for members of senior management in accordance with its terms (the “Incentive Bonus”). The amount of Incentive Bonus shall be determined at the discretion of the Company based notably upon the degree of success or upon achievement of the combination of targets related to financial objectives, individual or collective performance or other results during the year concerned by the plan. The allocation of the Incentive Bonus to Mr Besso shall be in writing.
	For the first six months Mr Besso’s employment within the Company, the Company guarantees to Mr Besso the payment of fifty thousand euros (EUR 50,000) which will occur at the latest on August 31st, 2006.
5.3.	Housing Allowance
	Without prejudice to Section 6, the Company shall provide Mr Besso, beginning on the effective date of this Agreement, with a housing allowance in the gross amount of two-thousand and five hundred euros (EUR 2,500) gross month (the “Housing Allowance”), which will also be considered as a part of Mr Besso’s Base Salary as defined in Section 5.1 above.
	The parties expressly agree that Mr Besso may acquire those amounts of the Housing Allowance that remain unused as of June 30, 2006 as an addition to the Incentive Bonus payable in 2006 and those amounts will be added to the amount of the Incentive Bonus payable in 2006. In any event, the unused part of the Housing Allowance shall be paid to Mr Besso by August 31st, 2006 at the latest.
	Until Mr Besso has transferred his residence from Paris to Lamanon, the monthly Housing Allowance shall continue to be made available to Mr Besso. In the event that Mr Besso has not transferred his residence from Paris to Lamanon by June 30, 2006 he will be paid the equivalent amount of the Housing Allowance either on a monthly basis or on a bi-annual basis, at Mr Besso’s discretion.

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5.4.	Traveling Allowance
	In order to take into account the extent of travelling required for the performance of Mr Besso’s duties as defined in Section 10 below and to take into account the special consequences of such travelling, Mr Besso shall be entitled to a travelling allowance in addition to this ordinary remuneration as determined by this Agreement, called “prime d’expatriation” (the “Traveling Allowance”).
	The Travelling Allowance shall vary according to the number of days spent abroad per calendar year and the geographic space of the travelling and shall be calculated as follows:

Number of days per year	Rate: travels to the Western	Rate: travels to the
spent abroad	Europe	Americas
20 to 30 days	5%	7%
31 to 45 days	7%	10%
46 to 60 days	10%	13%
61 to 75 days	13%	18%
76 to 90 days	18%	23%
More than 90 days	30%	30%

This percentage shall be applied to a Base daily Salary of each travelling day, the daily salary being calculated on the base of Base Salary.

The word “day” refers to a day whether a work day or a holiday, except those days constituting paid holiday. A day is considered as spent abroad:

- either when it is entirely spent abroad;

- or when the departure abroad from France occurs in the morning;

- or when the departure from abroad to France for the return journey occurs in the afternoon.

Week-end spent abroad shall be took in the account if this week-end is a part of the working period.

The word “abroad” means any place outside of metropolitan France.

The calculation of trips abroad shall be made on the basis of the number of days Mr Besso spends working on specific missions, but shall not include periodic internal Group meetings abroad for the purposes information or training.

Mr Besso will need to record his travelling on a document prepared for this purpose and keep all vouchers for his taxes.

The Travelling Allowance shall be paid to Mr Besso in addition to his Base Salary and the

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	benefits paid by the Company
	The Travelling Allowance shall be paid to Mr Besso together with January Salary of the each year that he works for the Company. However, the Company may pay to Mr Besso, in the middle of the year, a Travelling Allowance calculated on a fixed basis of mission days and corresponding to an installment for time already spent abroad and/or to an advance for the time to be spent in the course of the given year. In this case, the Travelling Allowance shall be adjusted at the end of the year based on the amount of time actually spent abroad. For 2006, the annual basis of mission days shall be more than sixty (60) days.
5.5.	Other Benefits
	Except as otherwise provided herein, Mr Besso shall participate in and receive all other benefits (i.e., benefits other than those of the types covered in Sections 5.1 - 5.4) offered to senior executives of the Company generally under and in accordance with the provisions of any employee benefit plan adopted or to be adopted by the Company or any subsidiary of the Company other than any severance benefits offered to senior executives in accordance with any such plan. Except as set forth in this Section 5 and in Section 6.2, Mr Besso shall not be entitled to any other benefits.
6.	REIMBURSEMENT FOR EXPENSES — RELOCATION
6.1.	Reimbursement of Expenses in Connection with the Company’s Activities
	Mr Besso shall be entitled to incur on behalf of the Company reasonable and necessary expenses in connection with his duties in accordance with Company policies and the Company shall pay for or reimburse Executive for all such expenses upon presentation of proper receipts therefore.
6.2.	Relocation
	The Company recognizes and accepts that Mr Besso initially will be commuting between the Company’s offices in Lamanon, France and his current residence in Paris, France. Therefore, the Company will cause reimburse Executive for reasonable commuting, living and car expenses incurred by Mr Besso while commuting to Lamanon.
	The Company will reimburse Mr Besso for the costs of relocation incurred by him and his family in relocating from Paris to Lamanon (the “Relocation Costs and Expenses”). The Relocation Costs and Expenses will be reimbursed upon presentation of proper and customary documentation.
	The Relocation Costs and Expenses will include:

     (a) the reasonable costs associated with up to two (2) house hunting trips;

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     (b) the reasonable cost of transporting Mr Besso and his family’s personal property from Paris to Lamanon (including packing and unpacking of household belongings, insurance, transportation of vehicles and pets);

     (c) normal and customary seller closing costs, including reasonable realtor’s fees and attorney’s costs on the sale of Executive’s home in Paris, if any;

     (d) reasonable expenses relating to the purchase of a home in Lamanon (including, but not limited to, up to a 1% origination fee or discount point, appraisals, all inspections, title insurance, surveys, attorney’s fees, and all other applicable fees and expenses associated with the purchase of a home);

     (e) reasonable schooling fees, primarily relating to tuition, incurred by Executive for the education of his children while he is employed in Lamanon in the limit of five thousand euros (EUR 5,000) per year and per child;

     (f) reasonable rental car expenses or a company car; and

     (g) any incremental tax liability incurred by Mr Besso with respect to the reimbursements for these Relocation Costs and Expenses, so that Mr Besso is in the same position he would have enjoyed if such reimbursement were not subject to income tax.

7.	PAYMENTS DUE ON TERMINATION
	In case of dismissal of Mr Besso, in addition to payments under the applicable collective bargaining agreement, shall receive payment corresponding to twelve (12) months of remuneration received by Mr Besso during the last twelve (12) months preceding his dismissal, subject withholding of the applicable taxes and social contributions. Remuneration includes Base Salary, the Incentive Bonus and all other bonuses and benefits received by Mr Besso during this period.
8.	DURATION OF WORK
	It is expressly agreed that, bearing in mind his rank, his remuneration and the degree of responsibility for which Mr Besso benefits within the Company, which grants him the status of management executive, as provided for by article L. 212-15-1 of the French Labour Code, Mr Besso may not claim the benefit of the regulations related to working hours in this respect.
	Mr Besso will not be subject to any fixed working hours.

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9.	BENEFITS
	Upon his commitment, Mr Besso shall have the right to participate to the complementary pension scheme and the executive health and welfare benefit plan applicable within the Company.
10.	COMPANY CAR
	In order that Mr Besso may carry out his duties, the Company shall provide him with a company car which shall remain the property of the Company. This vehicle will be used for business purposes as well as private purposes and the Company shall reimburse all expenses upon presentation of the usual valid receipts. This will constitute a benefit in kind both for tax and social security purposes. The insurance policy shall be taken out by the Company which undertakes to pay the premiums. This availability shall remain valid throughout the duration of this Agreement.
11.	PLACE OF WORK
	Mr Besso shall perform his duties at the Company’s head office located, at the time of signing of this Agreement, in Lamanon. Considering his duties as Director of the Division, Mr. Besso expressly agrees that he may be assigned to any location should the head office of the Company move, provided that such move is limited to Paris and the Parisian suburbs or the Provence-Alpes-Côte d’Azur region. As Mr Besso will need to spend short or long periods away from his place of work in any part of France or abroad as part of his duties, Mr Besso shall be eligible to receive the Travelling Allowance (Prime d’Expatriation) as provided in Section 5.4. above.
12.	HOLIDAYS
	In addition to the usual statutory holidays in France, Mr Besso shall be entitled to the paid holidays of 2.5 working days (including Saturday) per month of work. The time of year when the holiday may be taken and the duration of each absence from work on holiday shall be agreed between Mr Besso and the President and Chief Executive Officer of the Parent Company.
13.	EXCLUSIVITY OF SERVICES
	Throughout the duration of this Agreement, Mr Besso shall work exclusively for the Company. He may however hold non-executive and non-operational director duties with non-competing entities, and will remain majority shareholder of Target Management SARL.
14.	CONFIDENTIALITY — DISCRETION
	Mr Besso formally undertakes, both during and after the term of his employment without any limitation in time, whatever the reason for the termination, not to disclose to any

7

	person, individual or company, any confidential information or information which, if disclosed, could favour the interests of competitors of the Company and of which he may have had knowledge during his employment concerning the activity or financial situation of the Company, of any company belonging to the Group, or their customers. Mr Besso declares that he is bound by the highest professional confidentiality in this respect. Mr Besso undertakes to maintain absolute discretion as regards all the information which he may obtain in carrying out his duties or by virtue of his presence in the Company or the companies of the Group.
15.	INVENTIONS
	This Agreement expressly includes an inventive and creative job, since Mr Besso is involved in the work of a division which is explicitly concerned with technical study and research relating to the business’s activities of the Company.
	“Inventions” means all inventions, discoveries, innovations, writings, domain names, improvements, manufacturing secrets, design secrets, drawing secrets, industrial processes, secret processes or know-how that may be subject to a patent, trademark or copyright that Mr Besso may create, conceive, develop or realize, alone or in collaboration with others, on behalf or, or relating to his activities with, the Company.
	Without prejudice to his moral rights, Mr Besso expressly agrees that all Inventions shall be the sole and exclusive property of the Company.
	Mr Besso undertakes immediately to inform the Company of each of his Inventions. Mr Besso must maintain complete confidentiality as regards these Inventions.
16.	PROHIBITION OF ENTICEMENT; NON-SOLICITATION OF CUSTOMERS
	Mr Besso may not without the prior written consent of the Company for a period of two (2) years after the end of this Agreement, whatever the reason for the termination:

     (a) directly or indirectly offer any enticement to, solicit or hire — in whatever manner and in whatever title or capacity — any individual who was during the six (6) months prior to the termination of this Agreement employed by the Company;

     (b) directly or indirectly solicit, contact or entice away or in any other manner persuade on (i) any actual or prospective customer of the Company to become his own customer or a customer of any third party engaged in a business competing with the Company’s business or (ii) any customer or supplier to cease doing business with the Company.

17.	NON-COMPETITION
	If the Employment Agreement is terminated for whatever reason, Mr Besso will not, as from the date of termination, accept an employment with a competing business nor

8

	become involved directly or indirectly, under whatever form, title or capacity, in the manufacture and trade of products or services which could compete with the Company’s activities for the period of two (2) years.
	Businesses, in particular, engaged in the following activities will be particularly likely to compete with the Company: developing, assembling, manufacturing or selling imaging and sensing devices for nuclear power, defense or industrial markets.
	The activities which are forbidden above may not carried out by Mr Besso in the following area: Western Europe, United States.
	In consideration for his non-compete obligation, Mr Besso shall receive monthly compensation equal to (a) 5/10 of the monthly average of appointments as well as the contractual benefits granted to Mr Besso during his last twelve (12) months with the Company or (b) 6/10 of the same average, if, during such two year period, Mr Besso has not found a new position. The Company may waive the non-compete obligation and thus be released from its commitment to compensate such an obligation, provided that the release is done in writing within eight (8) days from the date the letter of termination is sent.
18.	RESTITUTION AND USE OF THE COMPANY’S GOODS
	Mr Besso agrees to take all reasonable measures to prevent unauthorized persons or entities from obtaining or using confidential information, as described in Section 14, that belongs to the Group. Promptly upon termination, for any reason, of Mr Besso’s employment with the Company, Mr Besso agrees to deliver to the Company all property and materials within Employee’s possession or control which belong to the Group or which contain confidential information, as described in Section 14.
19.	EFFECT OF PRIOR AGREEMENTS
	This Agreement constitutes the sole and entire agreement and understanding between the parties with respect to the matters covered hereby and thereby. Therefore, this Agreement shall supersede and cancel all prior agreements, whether written or oral, concerning the subject matter thereof. This Agreement may not be modified or amended except in writing signed by the parties.
20.	APPLICABLE LAW — JURISDICTION
	This contract is subject to French law and to the jurisdiction of the French Courts.

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Executed in two original counterparts in Paris

On March 21, 2006

[signature]	[signature]
/s/ Thomas Logan	/s/ W. Antony Besso
1. SYNODYS S.A.	2. ANTONY BESSO[1]
Name: Thomas D. Logan	“Lu et approuvé, bon pour accord”.
Title: Chairman

^[1] Signature to be preceded by the words in the employee’s handwriting “lu et approuvé, bon pour accord” (Read and approved — agreed).

10

EX-10.19.1

Exhibit 10.19.1

ADDENDUM TO CONTRACT OF
EMPLOYMENT

BETWEEN THE UNDERSIGNED:

SYNODYS SA, with capital of 3 476 070 €, headquarters at Lamanon (Bouches du Rhône), registered at the R.C.S. of Tarascon under the n° B 382 192 102 00020

Represented by Mr Thomas Logan, President of the Executive Board, acting es-officio,

Hereinafter reffered to by « the Employer »

On the one hand,

AND:

Mr Antony BESSO, French citizen, living XXXXX, registered at the Social Security under the n° XXXXX

Hereinafter reffered to by « The salaried »

On the other hand,

FOR MEMORY IT IS REMINDED THAT:

The employee was recruited on April, 9th 2006 and today holds the role of Health Physics Group Division President. Article 5.4 of the original contract of employment mentioned the granting of an expatriation allowance calculated on the basis of a number of days abroad, out of the home country. This allowance concerned only the countries of Western Europe and Americas (North and South). Given the fact that the employee must travel extensively throuhout the world to fulfill this role, it appeared necessary for both sides to extend this clause and to standardize it according to a middle table.

AS A CONSEQUENCE IT IS AGREED THE FOLLOWING:

ARTICLE I — MODIFICATION OF THE CLAUSE 5.4 OF THE CONTRACT OF EMPLOYMENT

The time spent outside the French territory will be the subject of an expatriation allowance calculated according to the same principle as before but on the following basis:

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	All countries of the world
Yearly cumulated period	except French territory
20 to 30 days		6	%
31 to 45 days		8	%
46 to 60 days		12	%
61 to 75 days		15	%
76 to 90 days		20	%
More than 90 days		30	%

ARTICLE II — VARIOUS ARRANGEMENTS.

The other articles of the previous contract remain unchanged.

Written at Lamanon, on November 26th 2007 in two original, one of which for each party.

The salaried Antony BESSO	The employer Thomas Logan
/s/ W. Antony Besso	/s/ Thomas Logan

2

EX-23.1

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated August 13, 2009 in the Registration Statement (Form S-1) and related Prospectus of Mirion Technologies, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

San Francisco, California
August 13, 2009