SC 13D

 
 
 
SCHEDULE 13D 
Amendment No.  
Amerigon Incorporated 
common stock  
Cusip # 03070L102 
Filing Fee: Yes 
 
 
Cusip # 03070L102 
Item 1:	Reporting Person - FMR Corp. - (Tax ID:  04- 
2507163) 
Item 4:	PF 
Item 6:	Commonwealth of Massachusetts 
Item 7:	550,000 
Item 8:	None 
Item 9:	550,000 
Item 10:	None 
Item 11:	550,000 
Item 13:	7.80% 
Item 14:	HC 
 
 
PREAMBLE 
 
The filing of this Schedule 13D is not, and should not be  
deemed to be, an admission that such Schedule 13D is  
required to be filed.  See the discussion under Item 2. 
Item 1.	Security and Issuer. 
 
	This statement relates to shares of the common stock,  
$0.00 par value (the "Shares") of Amerigon Incorporated, a  
California corporation (the "Company").  The principal  
executive offices of the Company are located at 404 East  
Huntington Drive, Monrovia, CA 91016. 
 
Item 2.	Identity and Background. 
 
	This statement is being filed by FMR Corp., a  
Massachusetts Corporation ("FMR").  FMR is a holding company  
one of whose principal assets is the capital stock of a  
wholly-owned subsidiary, Fidelity Management & Research  
Company ("Fidelity"), which is also a Massachusetts  
corporation.  Fidelity is an investment advisor which is  
registered under Section 203 of the Investment Advisors Act  
of 1940 and which provides investment advisory services to  
more than 30 investment companies which are registered under  
Section 8 of the Investment Company Act of 1940 and serves  
as investment advisor to certain other funds which are  
generally offered to limited groups of investors (the  
"Fidelity Fund").  Fidelity Management Trust Company  
("FMTC"), a wholly-owned subsidiary of FMR Corp. and a bank  
as defined in Section 3(a)(6) of the Securities Exchange Act  
of 1934, serves as trustee or managing agent for various  
private investment accounts, primarily employee benefit  
plans and serves as investment adviser to certain other  
funds which are generally offered to limited groups of  
investors (the "Accounts").  Various directly or indirectly  
held subsidiaries of FMR are also engaged in investment  
management, venture capital asset management, securities  
brokerage, transfer and shareholder servicing and real  
estate development.  The principal offices of FMR, Fidelity,  
and FMTC are located at 82 Devonshire Street, Boston,  
Massachusetts 02109. 
 
	Members of the Edward C. Johnson 3d family are the  
predominant owners of Class B shares of common stock of FMR  
representing approximately 49% of the voting power of FMR.   
Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of  
the aggregate outstanding voting stock of FMR, and Mr.  
Johnson 3d is the Chairman of FMR.  The Johnson family group  
and all other Class B shareholders have entered into a  
shareholders' voting agreement under which all Class B  
shares will be voted in accordance with the majority vote of  
Class B shares.  Accordingly, through their ownership of  
voting common stock and the execution of the shareholders'  
voting agreement, members of the Johnson family may be  
deemed, under the Investment Comany Act of 1940, to form a  
controlling group with respect to FMR.  The business address  
and principal occupation of Mr. Johnson 3d is set forth in  
Schedule A hereto. 
 
	The Shares to which this statement relates are owned  
directly by one of the Fidelity Funds, and two of the  
Accounts.  
 
	The name, residence or business address, principal  
occupation or employment and citizenship of each of the  
executive officers and directors of FMR are set forth in  
Schedule A hereto. 
 
	Within the past five years, none of the persons named  
in this Item 2 or listed on Schedule A has been convicted in  
any criminal proceeding (excluding traffic violations or  
similar misdemeanors) or has been a party to any civil  
proceeding and as a result thereof was or is subject to any  
judgment, decree or final order enjoining future violations  
of, or prohibiting or mandating activities subject to  
federal or state securities laws or finding any violations  
with respect to such laws. 
 
Item 3.	Source and Amount of Funds or Other Consideration. 
 
	On December 29, 1995, the Fidelity Fund that owns or  
owned Shares purchased in the aggregate 220,000 Shares for  
cash in the amount of $1,760,000 (see Item 5(c)).  The  
Fidelity Fund used its own assets in making such purchase  
and no part of the purchase price is represented by borrowed  
funds. 
 
	On December 29, 1995, one of the Accounts of FMTC that  
own or owned Shares purchased in the aggregate 280,000  
Shares for cash in the amount of approximately $2,240,000  
(see Item 5(c)).  The Accounts used their own assets in  
making such purchase and no part of the purchase price is  
represented by borrowed funds. 
 
	In addition, the Accounts of FMTC, which own or owned  
Shares, purchased in the aggregate 50,000 Shares for cash in  
the amount of approximately $528,125, including brokerage  
commissions.  The Accounts used their own assets in making  
such purchase and no part of the purchase price is  
represented by borrowed funds. The attached Schedule B sets  
forth Shares purchased and/or sold since October 31, 1995. 
 
The attached Schedule B sets forth Shares purchased and/or  
sold for cash in open market transactions or with other  
investment companies with the same or an affiliated  
investment advisor since October 31, 1995. 
 
Item 4.	Purpose of Transaction. 
 
	The purpose of Fidelity and FMTC in having the Fidelity  
Funds and the Accounts purchase Shares is to acquire an  
equity interest in the Company in pursuit of specified  
investment objectives established by the Board of Trustees  
of the Fidelity Funds and by the investors in the Accounts. 
 
	Fidelity and FMTC, respectively, may continue to have  
the Fidelity Funds and the Accounts purchase Shares subject  
to a number of factors, including, among others, the  
availability of Shares of sale at what they consider to be  
reasonable prices and other investment opportunities that  
may be available to the Fidelity Funds and Accounts. 
 
	Fidelity and FMTC, respectively, intend to review  
continuously the equity position of the Fidelity Funds and  
Accounts in the Company.  Depending upon future evaluations  
of the business prospects of the Company and upon other  
developments, including, but not limited to, general  
economic and business conditions and money market and stock  
market conditions, Fidelity may determine to cease making  
additional purchases of Shares or to increase or decrease  
the equity interest in the Company by acquiring additional  
Shares, or by disposing of all or a portion of the Shares. 
 
	Neither Fidelity nor FMTC has any present plan or  
proposal which relates to or would result in (i) an  
extraordinary corporate transaction, such as a merger,  
reorganization, liquidation, or sale of transfer of a  
material amount of assets involving the Company or any of  
its subsidiaries, (ii) any change in the Company's present  
Board of Directors or management, (iii) any material changes  
in the Company's present capitalization or dividend policy  
or any other material change in the Company's business or  
corporate structure, (iv) any change in the Company's  
charter or by-laws, or (v) the Company's common stock  
becoming eligible for termination of its registration  
pursuant to Section 12(g)(4) of the 1934 Act. 
 
Item 5.	Interest in Securities of Issuer. 
 
	FMR, Fidelity, and FMTC, beneficially own all 550,000  
Shares. 
 
(a)	FMR beneficially owns, through Fidelity, as investment  
advisor to the Fidelity Funds, 220,000 Shares, or  
approximately 3.12% of the outstanding Shares of the  
Company, and through FMTC, the managing agent for the  
Accounts, 330,000 Shares, or approximately 4.68% of the  
outstanding Shares of the Company.  Neither FMR, Fidelity,  
FMTC, nor any of its affiliates nor, to the best knowledge  
of FMR, any of the persons name in Schedule A hereto,  
beneficially owns any other Shares.  The combined holdings  
of FMR, Fidelity, and FMTC, are 550,000 Shares, or  
approximately 7.80% of the outstanding Shares of the  
Company. 
 
(b)	FMR, through its control of Fidelity, investment  
advisor to Fidelity Copernicus Fund, L.P. ("Copernicus"), a  
private investment limited partnership and the Fidelity Fund  
that owns Shares, and Copernicus each has the sole  
dispositive with respect to 220,000 Shares and sole power to  
vote or direct the voting of 220,000 Shares owned by  
Copernicus.  FMR, through its control of FMTC, investment  
manager to the Accounts, and the Accounts each has sole  
dispositive power over 330,000 Shares and sole power to vote  
or to direct the voting of 330,000 Shares.   
 
(c)	On December 29, 1995, one Fidelity Fund and one of the  
Accounts acquired 220,000 and 280,000 Shares, respectively,  
for $1,760,000 cash and $2,240,000 cash, respectively,  
pursuant to a Stock Purchase Agreement dated December 29,  
1995 with the Company (the "Stock Purchase Agreement").  A  
copy of the Stock Purchase Agreement is filed as an Exhibit  
hereto and is hereby incorporated herein by reference.   
Except as set forth in herein or in Schedule B, neither FMR,  
or any of its affiliates, nor, to the best knowledge of FMR,  
any of the persons named in Schedule A hereto has effected  
any transaction in Shares during the past sixty (60) days. 
 
Item 6.	Contract, Arrangements, Understandings or  
Relationships With Respect to Securities of the Issuer. 
 
	Except as set forth herein, neither FMR nor any of its  
affiliates nor, to the best knowledge of FMR, any of the  
persons named in Schedule A hereto has any joint venture,  
finder's fee, or other contract or arrangement with any  
person with respect to any securities of the Company. 
 
	The Company and the Fidelity Fund and the Account that  
purchased Shares pursuant to the Stock Purchase Agreement  
are parties to a Registration Rights Agreement dated  
December 29, 1995 obligating the Company to register the  
Shares purchased pursuant to the Stock Purchase Agreement  
under the Securities Act of 1933, as amended. 
 
	The Funds and Accounts may from time to time own debt  
securities issued by the Company or its direct or indirect  
subsidiaries, and may from time to time purchase and/or sell  
such debt securitites. 
 
Item 7.	Material to be Filed as Exhibits. 
 
	Exhibit I - Stock Purchase Agreement. 
 
	This statement speaks as of its date, and no inference  
should be drawn that no change has occurred in the facts set  
forth herein after the date hereof. 
 
Signature 
 
After reasonable inquiry and to the best of my knowledge and  
belief, I certify that the information set forth in this  
statement is true, complete and correct. 
						FMR Corp. 
 
 
DATE:	January 5, 1996				By:	/s/Arthur  
Loring			 
							Arthur Loring 
							Vice President-Legal 
 
 
 
SCHEDULE A 
 
 
The name and present principal occupation or employment of  
each executive officer and director of FMR Corp. are set  
forth below.  The business address of each person is 82  
Devonshire Street, Boston, Massachusetts 02109, and the  
address of the corporation or organization in which such  
employment is conducted is the same as his business address.   
All of the persons listed below are U.S. citizens. 
 
				POSITION WITH			PRINCIPAL 
NAME	FMR CORP.	OCCUPATION 
 
Edward C. Johnson 3d	President,	Chairman of the 
Director, CEO	Board and CEO, FMR 
				Chairman & 
				Mng. Director 
 
J. Gary Burkhead	Director	President-Fidelity 
 
Caleb Loring, Jr.	Director,	Director, FMR 
	Mng. Director 
 
James C. Curvey	Director, 	Sr. V.P., FMR 
	Sr. V.P. 
 
William L. Byrnes	Vice Chairman	Vice Chairman, FIL 
Director & Mng. 
Director 
 
Abigail P. Johnson	Director	Portfolio Mgr - Fidelity 
		Management & Research 
		Company 
 
Robert C. Pozen	Sr. V.P. & Gen'l	Sr. V.P. & Gen'l 
	Counsel	Counsel, FMR 
 
David C. Weinstein	Sr. Vice President	Sr. Vice President 
Administration	Administration 
 
Gerald M. Lieberman	Sr. Vice Pres. - 	Sr. Vice Pres. - 
Chief Financial	Chief Financial  
Officer	Officer 
 
 
 
Schedule B 
 
Amerigon Incorporated 
 
One Accounts(s) purchased Shares since October 31, 1995 at  
the dates and at the prices set forth below.  The  
transactions were made for cash in open market transactions  
or with other investment companies with the same or an  
affiliated investment advisor. 
	DATE		SHARES		PRICE 
 
		01-03-95	50,000		$10.56 
 
 

EX-10

 
 
												 
 
 
 
 
 
AMERIGON INCORPORATED 
 
_________________________ 
 
STOCK PURCHASE AGREEMENT 
_________________________ 
 
 
750,000 SHARES OF CLASS A COMMON STOCK, 
NO PAR VALUE PER SHARE, 
 
OF 
 
AMERIGON INCORPORATED 
 
 
 
 
 
Dated as of December 29, 1995 
 
 
 
 
 
 
 
 
 
 
 
												 
 
 
 
TABLE OF CONTENTS 
 
Section	Page 
 
1.	Agreement to Sell and Purchase the Common Stock	1 
 
2.	Closing of Sale of Shares	1 
 
3.	Conditions to Closing	2 
3.1	Conditions Precedent to Obligations of the Purchaser on  
the Closing Date	2 
(a)	Representations and Warranties	2 
(b)	Performance	2 
(c)	Compliance Certificate	2 
(d)	Opinion of Counsel	2 
(e)	Legal Investment	2 
(f)	Compliance With Securities Laws	2 
(g)	Proceedings and Documents	3 
(h)	Sale of Other Shares	3 
(i)	Registration Rights Agreement	3 
(j)	Related Matters	3 
(k)	No Adverse U.S. Legislation, Action or Decision	3 
(l)	Governmental and Third Party Permits, Consents, Etc. 
	4 
(m)	Secretary's Certificate	4 
(n)	Payment of Closing Fees	4 
3.2.	Conditions Precedent to Obligations of the Company on  
the Closing Date	4 
(a)	Representations and Warranties	4 
(b)	Performance	4 
(c)	Compliance With Securities Laws	4 
(d)	Sale of Other Shares	5 
(e)	Related Matters	5 
(f)	No Adverse U.S. Legislation, Action or Decision	5 
 
4.	Representations and Warranties, Etc.	5 
4.1.	Organization and Qualification; Authority	5 
4.2.	Subsidiaries	6 
4.3.	Licenses	6 
4.4.	Corporate and Governmental Authorization; No  
Contravention	6 
4.5.	Validity and Binding Effect	7 
4.6.	Capitalization	7 
4.7.	Litigation; Defaults	7 
4.8.	Outstanding Debt	8 
4.9.	No Material Adverse Change	8 
4.10.	Employee Programs	8 
4.11.	Private Offerings	10 
4.12.	Broker's or Finder's Commissions	11 
4.13.	Disclosure	11 
4.14.	Foreign Assets Control Regulation, Etc.	12 
4.15.	Investment Company Act	12 
4.16.	Public Utility Holding Company Act	12 
4.17.	Interstate Commerce Act	12 
4.18.	Environmental Regulation, Etc.	12 
4.19.	Properties and Assets	13 
4.20.	Insurance	14 
4.21.	Employment Practices	14 
4.22.	Financial Statements	15 
4.23.	Intellectual Property	15 
4.24.	Taxes	17 
4.25.	Transactions with Affiliates	18 
4.26.	Dividend Payments	18 
 
5.	Purchase for Investment; Source of Funds	18 
 
6.	Covenants	19 
6.1	Issuance of Additional Shares in Exempt Transactions.   
	19 
6.2	Other Issuances of Additional Shares.	20 
6.3	Press Releases	21 
 
7.	Restrictions on Transfer	21 
7.1.	Restrictive Legends	21 
7.2.	Notice of the Proposed Transfer; Opinions of Counsel 
	22 
 
8.	Definitions	23 
 
9.	Miscellaneous	27 
9.1.	Indemnification; Expenses, Etc.	27 
9.2.	Survival of Representations and Warranties;  
Severability	28 
9.3.	Amendment and Waiver	29 
9.4.	Notices.	29 
9.5.	Entire Agreement.	29 
9.6.	Successors and Assigns	29 
9.7.	Descriptive Headings	30 
9.8.	Satisfaction Requirement	30 
9.9.	GOVERNING LAW	30 
9.10.	Service of Process	30 
9.11.	Counterparts	31 
9.12.	No Adverse Interpretation of Other Agreements 
	31 
9.13.	WAIVER OF JURY TRIAL	31 
 
 
 
SCHEDULES 
 
 
SCHEDULE 4.1	--	Qualified Jurisdictions 
SCHEDULE 4.2	--	Subsidiaries 
SCHEDULE 4.6	--	Agreements Affecting Securities 
SCHEDULE 4.7	--	Litigation; Defaults 
SCHEDULE 4.8	--	Debt and Other Liabilities 
SCHEDULE 4.9	--	Material Adverse Changes 
SCHEDULE 4.10	--	ERISA 
SCHEDULE 4.18	--	Environmental 
SCHEDULE 4.19	--	Liens 
SCHEDULE 4.20	--	Insurance 
SCHEDULE 4.21	--	Employment Practices 
SCHEDULE 4.23	--	Patents and Trademarks 
SCHEDULE 4.24	--	Taxes 
SCHEDULE 4.25	--	Transactions with Affiliates 
SCHEDULE 4.26	--	Dividend Payments 
 
EXHIBITS 
 
EXHIBIT A	--	Form of Opinion of Troy & Gould Professional  
Corporation 
EXHIBIT B	--	Form of Registration Rights Agreement 
 
 
 
AMERIGON INCORPORATED 
404 E. Huntington Drive 
Monrovia, California  91016 
 
 
	STOCK PURCHASE AGREEMENT dated as of December 29, 1995  
between Amerigon Incorporated, a California corporation (the  
"Company"), and the purchaser listed on the signature page  
hereto (the "Purchaser").  Unless otherwise defined,  
capitalized terms used in this Agreement are defined in  
Section 8; references to a "Schedule" or an "Exhibit" are,  
unless otherwise specified, to a Schedule or an Exhibit  
attached to this Agreement; references to a "section" or a  
"subdivision" are, unless otherwise specified, to a section  
or a subdivision of this Agreement. 
 
	The Company in consideration of the mutual covenants  
and agreements set forth herein and for other good and  
valuable consideration, the receipt and sufficiency of which  
are hereby acknowledged, agrees with the Purchaser as  
follows: 
 
	1.	Agreement to Sell and Purchase the Common Stock.    
At the Closing provided for in Section 2, the Company will  
issue and sell to the Purchaser and, subject to the terms  
and conditions of this Agreement, the Purchaser will  
purchase from the Company, the number of shares of the  
Company's Class A Common Stock, no par value per share  
("Common Stock"), specified opposite the Purchaser's name on  
the signature page hereto at the purchase price of $8.00 per  
share payable in cash by wire transfer of immediately  
available funds.  Contemporaneously with entering into this  
Agreement, the Company is entering into separate stock  
purchase agreements (the "Other Stock Purchase Agreements")  
identical, except with respect to choice of law and the last  
sentence of Section 9.6, with this Agreement with each of  
the Purchasers other than the Purchaser (the "Other  
Purchasers"), providing for the sale to each of the Other  
Purchasers, at such Closing and at the purchase price set  
forth above, of the number of shares of Common Stock  
specified on the signature pages to the Other Stock Purchase  
Agreements.  The term "Shares" refers to the shares of  
Common Stock to be purchased by the Purchaser under this  
Agreement and the Other Purchasers under the Other Stock  
Purchase Agreements. 
 
	2.	Closing of Sale of Shares.  The purchase and  
delivery of the Shares to be purchased by the Purchasers  
shall take place simultaneously at the offices of Goodwin,  
Procter & Hoar, Exchange Place, Boston, Massachusetts, and  
Latham & Watkins, 650 Town Center Drive, Costa Mesa,  
California at a closing (the "Closing") on December 29, 1995  
or at such other place or on such other date as the  
Purchasers and the Company may agree upon (such date on  
which the Closing shall have actually occurred, being  
referred to herein as the "Closing Date").  At the Closing,  
the Company will deliver or cause to be delivered to the  
Purchaser the Shares to be purchased by it against payment  
of the purchase price therefor.  If at the Closing the  
Company shall fail to tender to the Purchaser any of the  
Shares to be purchased by it as provided in this Section 2,  
or any of the conditions specified in Section 3 shall not  
have been satisfied by the Company or waived by the  
Purchaser, the Purchaser shall, at its election, be relieved  
of all further obligations under this Agreement, without  
thereby waiving any other rights it may have by reason of  
such failure or such non-fulfillment. 
 
	3.	Conditions to Closing. 
 
		3.1	Conditions Precedent to Obligations of the  
Purchaser on the Closing Date.  The Purchaser's obligation  
to purchase and pay for the Shares to be sold to it at the  
Closing is subject to the fulfillment prior to or at the  
Closing of the following conditions, any or all of which may  
be waived at the option of the Purchaser: 
 
			(a)	Representations and Warranties.  The  
representations and warranties of the Company contained in  
Section 4 hereof shall be true and correct in all material  
respects when made and at the time of the Closing, after  
giving effect to the sale of the Shares and the other  
transactions contemplated to be consummated at the Closing  
by this Agreement, except that any representations and  
warranties that relate to a particular date or period shall  
be true in all material respects as of such date or period. 
 
			(b)	Performance.  The Company shall have  
performed and complied in all material respects with all  
agreements and conditions contained in this Agreement  
required to be performed or complied with prior to or at the  
Closing. 
 
			(c)	Compliance Certificate.  The Company  
shall have delivered to the Purchaser an Officers'  
Certificate, dated the date of the Closing, certifying that  
the conditions specified in Sections 3.1(a) and (b) have  
been fulfilled. 
 
			(d)	Opinion of Counsel.  The Purchaser shall  
have received from Troy & Gould Professional Corporation,  
counsel for the Company, their favorable opinion  
substantially in the form set forth in Exhibit A, addressed  
to the Purchaser, dated the Closing Date and otherwise  
satisfactory in substance and form to the Purchaser. 
 
			(e)	Legal Investment.  On the Closing Date,  
the Purchaser's purchase of the Shares shall be permitted by  
the laws and regulations of the jurisdiction to which the  
Purchaser is subject (including, without limitation, Section  
5 of the Securities Act), and shall not subject the  
Purchaser to any tax, penalty, liability or other onerous  
condition under or pursuant to any applicable law or  
governmental regulation, and shall not be enjoined  
(temporarily or permanently) under, prohibited by or  
contrary to any injunction, order or decree applicable to  
the Purchaser. 
 
			(f)	Compliance With Securities Laws.  The  
offering, issuance and sale of the Shares under this  
Agreement shall have complied with all applicable  
requirements of federal securities laws and the Purchaser  
shall have received evidence, if any, of such compliance in  
form and substance satisfactory to the Purchaser. 
 
			(g)	Proceedings and Documents.  All  
corporate and other proceedings contemplated by this  
Agreement shall be satisfactory to the Purchaser and the  
Purchasers' Counsel, and the Purchaser and the Purchasers'  
Counsel shall have received all such counterpart originals  
or certified or other copies of such documents as the  
Purchaser or the Purchasers' Counsel may reasonably request. 
 
			(h)	Sale of Other Shares.  Concurrently with  
the Closing, the Company shall have issued and sold to each  
of the Other Purchasers, and each such Other Purchaser shall  
have purchased from the Company, the Shares to be issued and  
sold to each such Other Purchaser at the Closing as  
specified in the applicable signature page of each of the  
Other Stock Purchase Agreements. 
 
			(i)	Registration Rights Agreement.   
Simultaneously with or prior to the issuance and sale to the  
Purchasers of the Shares to be purchased by the Purchasers  
at the Closing, the Company and the Purchasers shall have  
duly entered into a registration rights agreement  
substantially in the form of Exhibit B (the "Registration  
Rights Agreement"), the Purchasers shall have received  
fully-executed counterparts of the Registration Rights  
Agreement in such numbers reasonably requested by them, such  
agreement shall be in full force and effect and no term or  
condition thereof shall have been amended, modified or  
waived. 
 
			(j)	Related Matters.  As of the Closing, the  
Company's and its Subsidiaries' By-laws and Certificates of  
Incorporation or documents equivalent thereto shall not have  
been modified or amended since the date delivered by the  
Company to the Purchaser. 
 
			(k)	No Adverse U.S. Legislation, Action or  
Decision.  No legislation, order, rule, ruling or regulation  
shall have been enacted or made by or on behalf of any  
governmental body, department or agency of the United  
States, nor shall any legislation have been introduced and  
favorably reported for passage to either House of Congress  
by any committee of either such House to which such  
legislation has been referred for consideration, nor shall  
any decision of any court of competent jurisdiction within  
the United States have been rendered which, in the  
Purchaser's reasonable judgment, could materially and  
adversely affect any of the Shares or any part thereof as an  
investment.  There shall be no action, suit, investigation  
or proceeding pending or threatened, against or affecting  
the Purchaser, any of its properties or rights, or any of  
its Affiliates, associates, officers or directors, before  
any court, arbitrator or administrative or governmental body  
which (i) seeks to restrain, enjoin, prevent the  
consummation of or otherwise affect the transactions  
contemplated by this Agreement, or (ii) questions the  
validity or legality of any such transactions or seeks to  
recover damages or to obtain other relief in connection with  
any such transactions, and, to the Purchaser's knowledge,  
there shall be no valid basis for any such action,  
proceeding or investigation. 
 
			(l)	Governmental and Third Party Permits,  
Consents, Etc.  The Company and its Subsidiaries shall have  
duly applied for and obtained all approvals, orders,  
licenses, consents and other authorizations (collectively,  
the "Approvals") from each federal, state and local  
government and governmental agency, department or body, or  
pursuant to any agreement to which the Company or any of its  
Subsidiaries is a party or to which any of them or any of  
their assets is subject, which may be required in connection  
with this Agreement. 
 
			(m)	Secretary's Certificate.  The Purchaser  
shall have received a certificate, dated the Closing Date,  
of the Secretary or Assistant Secretary of the Company,  
certifying (i) that the Company's Charter Documents (as  
appropriate) are true, complete and correct and resolutions  
relating to the transactions contemplated hereby are true,  
complete and correct, (ii) that there are no proceedings or  
other action for dissolution, liquidation or reorganization  
of the Company, (iii) as to the incumbency and specimen  
signatures of officers who shall have executed instruments,  
agreements and other documents in connection with the  
transactions contemplated hereby, (iv) that certain  
agreements, instruments and other documents are in the form  
approved in the resolutions referred to in clause (i) above,  
and (v) as to other matters, and with such other attachments  
thereto, as Purchasers' Counsel may reasonably request,  
which certificates and attachments thereto shall be  
satisfactory in form and substance to such Purchaser. 
 
			(n)	Payment of Closing Fees.  The Company  
shall have paid the fees, expenses and disbursements of  
Purchasers' Counsel reflected in statements of such counsel  
rendered prior to or on the Closing Date. 
 
		3.2.	Conditions Precedent to Obligations of the  
Company on the Closing Date.  The Company's obligation to  
issue the Shares at the Closing is subject to the  
fulfillment prior to or at the Closing of the following  
conditions, any or all of which may be waived at the option  
of the Company: 
 
			(a)	Representations and Warranties.  The  
representations and warranties of the Purchaser in Section 5  
hereof shall be true and correct in all material respects  
when made and at the time of the Closing, after giving  
effect to the sale of the Shares and the other transactions  
contemplated to be consummated at the Closing by this  
Agreement, except that any representations and warranties  
that relate to a particular date or period shall be true in  
all material respects as of such date or period. 
 
			(b)	Performance.  The Purchaser shall have  
performed and complied in all material respects with all  
agreements and conditions contained in this Agreement  
required to be performed or complied with prior to or at the  
Closing. 
 
			(c)	Compliance With Securities Laws.  The  
offering, issuance and sale of the Shares under this  
Agreement shall have complied with all applicable  
requirements of federal securities laws and the Company  
shall have received evidence, if any, of such compliance in  
form and substance satisfactory to the Company. 
 
			(d)	Sale of Other Shares.  Concurrently with  
the Closing, the Company shall have issued and sold to each  
of the Other Purchasers, and each such Other Purchaser shall  
have purchased from the Company, the Shares to be issued and  
sold to each such Other Purchaser at the Closing as  
specified in the applicable signature page of each of the  
Other Stock Purchase Agreements. 
 
			(e)	Related Matters.  At the Closing, the  
Company shall have received payment in full for the  
transactions consummated pursuant to this Agreement and the  
Other Stock Purchase Agreements. 
 
			(f)	No Adverse U.S. Legislation, Action or  
Decision.  No legislation, order, rule, ruling or regulation  
shall have been enacted or made by or on behalf of any  
governmental body, department or agency of the United  
States, nor shall any legislation have been introduced and  
favorably reported for passage to either House of Congress  
by any committee of either such House to which such  
legislation has been referred for consideration, nor shall  
any decision of any court of competent jurisdiction within  
the United States have been rendered which, in the Company's  
reasonable judgment, could materially and adversely affect  
any of the Shares or any part thereof as an investment.   
There shall be no action, suit, investigation or proceeding  
pending or threatened, against or affecting the Company, any  
of its properties or rights, or any of its Affiliates,  
associates, officers or directors, before any court,  
arbitrator or administrative or governmental body which (i)  
seeks to restrain, enjoin, prevent the consummation of or  
otherwise affect the transactions contemplated by this  
Agreement, or (ii) questions the validity or legality of any  
such transactions or seeks to recover damages or to obtain  
other relief in connection with any such transactions, and,  
to the Company's knowledge, there shall be no valid basis  
for any such action, proceeding or investigation. 
 
	4.	Representations and Warranties, Etc.  In order to  
induce the Purchaser to purchase the Shares, the Company  
represents and warrants that: 
 
		4.1.	Organization and Qualification; Authority.   
The Company is a corporation duly incorporated, validly  
existing and in good standing under the laws of the  
jurisdiction of its incorporation, has full corporate power  
and authority to own and lease its properties and carry on  
its business as presently conducted, is duly qualified,  
registered or licensed as a foreign corporation to do  
business and is in good standing in each jurisdiction in  
which the ownership or leasing of its properties or the  
character of its present operations makes such  
qualification, registration or licensing necessary, except  
where the failure so to qualify or be in good standing would  
not have a material adverse effect on the condition  
(financial or otherwise), assets, business or results of  
operations of (a "Material Adverse Effect" on) the Company  
and its Subsidiaries on a consolidated basis.  The Company  
has heretofore delivered to Purchasers' Counsel complete and  
correct copies of the certificate of incorporation or  
articles of organization or equivalent organizational  
document and of the by-laws or equivalent document of the  
Company, each as amended to date and as presently in effect  
(collectively, "Charter Documents").  A list of all  
jurisdictions in which the Company is qualified, registered  
or licensed to do business as a foreign corporation is  
attached hereto as Schedule 4.1. 
 
		4.2.	Subsidiaries.  The Company's Subsidiaries are  
set forth on Schedule 4.2 hereto.  Each Subsidiary is a  
corporation duly incorporated, validly existing and in good  
standing under the laws of the jurisdiction of its  
incorporation, has full corporate power and authority to own  
and lease its properties, and carry on its business as  
presently conducted, is duly qualified, registered or  
licensed as a foreign corporation to do business and is in  
good standing in each jurisdiction in which the ownership or  
leasing of its properties or the character of its present  
operations make such qualification, registration or  
licensing necessary, except where the failure so to qualify  
or be in good standing would not have a Material Adverse  
Effect on such Subsidiary.  A list of all jurisdictions in  
which each Subsidiary is qualified, registered or licensed  
to do business as a foreign corporation is attached hereto  
as Schedule 4.2.  Except as disclosed on Schedule 4.2, the  
Company owns, directly or indirectly, all of the outstanding  
shares of Capital Stock of each of its Subsidiaries free of  
any Lien, restriction (other than restrictions generally  
applicable to securities under federal, provincial or state  
securities laws) or encumbrance and said shares have been  
duly issued and are validly outstanding. 
 
		4.3.	Licenses.  The Company and its Subsidiaries  
hold all material licenses, franchises, permits, consents,  
registrations, certificates and other approvals (including,  
without limitation, those relating to environmental matters,  
public and worker health and safety, buildings, highways or  
zoning) (individually, a "License" and collectively,  
"Licenses") required for the conduct of its business as now  
being conducted, and is operating in  compliance therewith,  
except where the failure to hold any such License or to  
operate in compliance therewith would not have a Material  
Adverse Effect on the Company and its Subsidiaries on a  
consolidated basis or on the Subsidiaries, individually.   
Except as set forth on Schedule 4.18, the Company and its  
Subsidiaries are in compliance with all laws, regulations,  
orders and decrees applicable to it, except in each case  
where the failure so to comply would not have a Material  
Adverse Effect on the Company and its Subsidiaries on a  
consolidated basis or on the Subsidiaries, individually, or  
a Material Adverse Effect on the ability of the Company or  
any of its Subsidiaries to perform on a timely basis any  
obligation that it has or will have under any Transaction  
Document to which it is a party. 
 
		4.4.	Corporate and Governmental Authorization; No  
Contravention.  The execution, delivery and performance by  
the Company and its Subsidiaries of the Transaction  
Documents to which they are a party and all other  
instruments or agreements to be executed in connection  
herewith or therewith, and the issuance and sale to the  
Purchasers of the Shares pursuant to this Agreement and the  
Other Stock Purchase Agreements (i) are within the Company's  
and Subsidiaries' respective corporate powers, having been  
duly authorized by all necessary corporate action on the  
part of the Company and each such Subsidiary, (ii) do not  
require any License, authorization, approval, qualification  
or formal exemption from, or other action by or in respect  
of, or filing of a declaration or registration with, any  
court, Governmental Authority, agency or official or other  
Person (except as may be required, or has been obtained,  
under the Securities Act or state securities or Blue Sky  
laws), (iii) do not contravene or constitute a default under  
or violation of any provision of applicable law or  
regulation of any Governmental Authority, the Charter  
Documents of the Company or any of its Subsidiaries, any  
agreement (or require the consent of any Person under any  
agreement that has not been obtained) to which the Company  
or any of its Subsidiaries is a party, or any judgment,  
injunction, order, decree or other instrument binding upon  
the Company, any of its Subsidiaries or any of their  
respective properties, except where such contravention,  
default or violation would not have a Material Adverse  
Effect on the Company and its Subsidiaries on a consolidated  
basis or on the Subsidiaries, individually, (iv) and do not  
and will not result in the creation or imposition of any  
Lien on any asset of the Company or any of its Subsidiaries. 
 
		4.5.	Validity and Binding Effect.  Each of the  
Transaction Documents has been duly executed and delivered  
by the Company and those Subsidiaries which are a party  
thereto and is a valid and binding agreement of the Company  
and its Subsidiaries, as applicable, enforceable against the  
Company and such Subsidiaries, as applicable, in accordance  
with its terms, except for (a) the effect upon the  
Transaction Documents of bankruptcy, insolvency,  
reorganization, moratorium and other similar laws relating  
to or affecting the rights of creditors generally and (b)  
limitations imposed by a court of competent jurisdiction  
under general equitable principles upon the specific  
enforceability of any of the remedies, covenants or other  
provisions of the Transaction Documents and upon the  
availability of injunctive relief or other equitable  
remedies. 
 
		4.6.	Capitalization.  As of the Closing Date,  
except as set forth on Schedule 4.6 hereto, there are no  
outstanding subscriptions, options, warrants, rights,  
convertible or exchangeable securities or other agreements  
or commitments of any character obligating the Company or  
its Subsidiaries to issue any securities.  As of the Closing  
Date, except as set forth on Schedule 4.6, there are no  
voting trusts or other agreements or understandings to which  
the Company or its Subsidiaries is a party with respect to  
the voting of the Capital Stock of the Company or the  
Subsidiaries.  Except as set forth on Schedule 4.6 or as  
contemplated by the Registration Rights Agreement, neither  
the Company nor any of its Subsidiaries has entered into any  
agreement to register its equity or debt securities under  
the Securities Act. 
 
		4.7.	Litigation; Defaults.  Except as set forth on  
Schedule 4.7 or Schedule 4.18, there is no action, suit,  
proceeding or investigation pending or, to the knowledge of  
the Company, threatened against or affecting the Company,  
any of its Subsidiaries, or any properties of any of the  
foregoing, before or by any court or arbitrator or any  
governmental body, agency or official which (individually or  
in the aggregate) could reasonably be expected to (i) have a  
Material Adverse Effect on the Company and its Subsidiaries  
on a consolidated basis or on the Subsidiaries,  
individually, or (ii) impair the ability of the Company or  
any Subsidiary to perform fully on a timely basis any  
material obligation which the Company or such Subsidiary has  
or will have under any Transaction Document to which the  
Company or such Subsidiary is a party.  Except as set forth  
on Schedule 4.7 or Schedule 4.18, neither the Company nor  
any of its Subsidiaries is in violation of, or in default  
under (and there does not exist any event or condition  
which, after notice or lapse of time or both, would  
constitute such a default under), any term of its Charter  
Documents, or of any term of any agreement, instrument,  
judgment, decree, order, statute, injunction, governmental  
regulation, rule or ordinance (including without limitation,  
those relating to zoning, city planning or similar matters)  
applicable to the Company or any of its Subsidiaries or to  
which the Company or any of its Subsidiaries is bound, or to  
any properties of the Company or any of its Subsidiaries,  
except in each case to the extent that such violations or  
defaults, individually or in the aggregate, would not  
reasonably (a) affect the validity of any Transaction  
Document, (b) have a Material Adverse Effect on the Company  
and its Subsidiaries on a consolidated basis or on the  
Subsidiaries, individually, or (c) impair the ability of the  
Company or any of its Subsidiaries to perform fully on a  
timely basis any material obligation which the Company or  
such Subsidiary has or will have under any Transaction  
Document to which the Company or such Subsidiary is a party. 
 
		4.8.	Outstanding Debt.  Except as set forth in the  
Financial Statements or on Schedule 4.8 hereto, at and as of  
the Closing Date, neither the Company nor any of its  
Subsidiaries will have outstanding any debt for borrowed  
money, or obligations or liabilities evidenced by bonds,  
debentures, notes or other similar instruments or under  
capital leases other than short-term debt incurred in the  
ordinary course of business.  Schedule 4.8 contains a  
complete and accurate list of all material guarantees,  
assumptions, purchase agreements and similar agreements and  
arrangements whereby the Company or any of its Subsidiaries  
is or may become directly or indirectly liable or  
responsible for the indebtedness or other obligations of  
another Person other than the Company or any of its  
Subsidiaries, except for negotiable instruments endorsed for  
collection or deposit in the ordinary course of its  
business, identifying, with respect to each of the  
respective parties, amounts and maturities. 
 
		4.9.	No Material Adverse Change.  Except as set  
forth in Schedule 4.9, since September 30, 1995, there has  
been (i) no material adverse change in the condition  
(financial or other), assets, business, or results of  
operations of the Company or any of its Subsidiaries, (ii)  
no obligation or liability (contingent or other) incurred by  
the Company or any of its Subsidiaries, other than  
obligations and liabilities incurred in the ordinary course  
of business, and no mortgage, encumbrance or Lien placed on  
any of the properties of the Company or any of its  
Subsidiaries which remains in existence on the Closing Date,  
and (iii) no acquisition or disposition of any material  
assets by the Company or any of its Subsidiaries (or any  
contract or arrangement therefor), or any other material  
transaction, otherwise than for fair value in the ordinary  
course of business. 
 
		4.10.	Employee Programs.  Schedule 4.10 sets  
forth a list of every Employee Program maintained by the  
Company or any Current Affiliate at any time during the six- 
year period ending on the Closing Date or with respect to  
which a liability of the Company or an Affiliate exists.   
Each Employee Program (other than a Multiemployer Plan)  
which has been maintained by the Company during the six-year  
period ending on the Closing Date and which has been  
intended to qualify under Section 401(a) or Section  
501(c)(9) of the Code has received a favorable determination  
or approval letter from the Internal Revenue Service  
regarding its qualification under such section or the  
remedial amendment period under Section 401(b) of the Code  
has not yet expired with respect to such Employee Program  
and, to the knowledge of the Company, nothing has occurred  
that would adversely affect such qualification since the  
date of such letter or application for a determination or  
approval letter has been timely made and to the knowledge of  
the Company, no reason exists why a favorable determination  
or approval shall not be granted.  Except as set forth on  
Schedule 4.10, the Company does not know of any failure of  
any party to comply with any laws applicable with respect to  
the Employee Programs that have been maintained by the  
Company or any Current Affiliate, and no such failure will  
result from completion of the transactions contemplated  
hereby.  With respect to any Employee Program ever  
maintained by the Company or an Affiliate, there has been no  
"prohibited transaction," as defined in Section 406 of ERISA  
or Code Section 4975, or breach of any duty under ERISA or  
other applicable law or any agreement which in any such case  
could subject the Company to material liability either  
directly or indirectly (including, without limitation,  
through any obligation of indemnification or contribution)  
for any damages, penalties, or taxes, or any other loss or  
expense.  No litigation or governmental administrative  
proceeding (or investigation) or other proceeding (other  
than those relating to routine claims for benefits) is  
pending or threatened with respect to any such Employee  
Program (other than a Multiemployer Plan). 
 
	The Company and its Current Affiliates have not  
incurred any liability under title IV of ERISA which has not  
been paid in full prior to the Closing.  Neither the Company  
nor any of its Current Affiliates is liable for any material  
"accumulated funding deficiency" (whether or not waived)  
with respect to any Employee Program ever maintained by the  
Company or any Affiliate and subject to Code Section 412 or  
ERISA Section 302.  With respect to any Employee Program  
subject to title IV of ERISA, there has been no (and the  
transactions contemplated by this Agreement will not result  
in any) (i) "reportable event," within the meaning of ERISA  
Section 4043 or the regulations thereunder (for which the  
notice requirement is not waived under 29 C.F.R. Part 2615)  
or (ii) other event or condition which presents a material  
risk of plan termination or any other event that may cause  
the Company or any Current Affiliate to incur material  
liability or have a material Lien imposed on its assets  
under title IV of ERISA.  All payments and/or contributions  
required to have been made by the Company and its Current  
Affiliates (under the provisions of any agreements or other  
governing documents or applicable law) with respect to all  
Employee Programs subject to title IV of ERISA ever  
maintained by the Company or any Affiliate, for all periods  
prior to the Closing, have been timely made.  Except as  
described on Schedule 4.10, no Employee Program maintained  
by the Company or an Affiliate and subject to title IV of  
ERISA (other than a Multiemployer Plan) has any "unfunded  
benefit liabilities" within the meaning of ERISA Section  
4001(a)(18), as of the Closing Date.  With respect to  
Multiemployer Plans maintained by the Company or any  
Affiliate, Schedule 4.10 states the aggregate amount of  
withdrawal liability or other termination liability that  
would be incurred by the Company or any Affiliate if there  
were a withdrawal from any such plan as determined by the  
most recent withdrawal liability calculation prepared by  
such plan.  Except as disclosed on Schedule 4.10, none of  
the Employee Programs which is a welfare plan maintained by  
the Company or any Affiliate provides health care or any  
other non-pension benefits to any employees after their  
employment is terminated (other than as required by part 6  
of subtitle B of title I of ERISA or comparable statutes or  
regulations) or has ever promised to provide such  
post-termination benefits. 
 
	For purposes of this section: 
 
		(i)	"Employee Program" means (A) any employee  
benefit plan within the meaning of Section 3(3) of ERISA and  
employee benefit plans (such as foreign or excess benefit  
plans) which are not subject to ERISA, and (B) any stock  
option plans, bonus or incentive award plans, severance pay  
policies or agreements, deferred compensation arrangements,  
supplemental income arrangements, vacation plans, and all  
other employee benefit plans, agreements, and arrangements  
not described in (A) above, and (C) any trust used to fund  
benefits under the foregoing maintained by the Company or  
any Affiliate. 
 
		(ii)	An entity is an "Affiliate" of the Company if  
it would have ever been considered a single employer with  
the Company under ERISA Section 4001(b) or part of the same  
"controlled group" as the Company for purposes of ERISA  
Section 302(d)(8)(C); an entity is a "Current Affiliate" if  
it currently would be considered a single employer with the  
Company under ERISA Section 4001(b) or part of the same  
"controlled group" as the Company for purposes of ERISA  
Section 302(d)(8)(C); and each reference to the Company  
includes the Subsidiaries. 
 
		(iii)	An entity "maintains" an Employee  
Program if such entity sponsors, contributes to, or provides  
benefits under such Employee Program, or has any obligation  
(by agreement or under applicable law) to contribute to or  
provide benefits under such Employee Program, or if such  
Employee Program provides benefits to or otherwise covers  
employees of such entity (or, in respect of such employees,  
their spouses, dependents, or beneficiaries). 
 
		(iv)	"Multiemployer Plan" means a pension or non- 
pension employee benefit plan to which more than one  
employer contributes and which is maintained pursuant to one  
or more collective bargaining agreements. 
 
		4.11.	Private Offerings.  No form of general  
solicitation or general advertising including, but not  
limited to, advertisements, articles, notices or other  
communications, published in any newspaper, magazine or  
similar medium or broadcast over television or radio, or any  
seminar or meeting whose attendees have been invited by any  
general solicitation or general advertising, was used by the  
Company or any of its Subsidiaries or any of the Company's  
or such Subsidiary's representatives, or, to the knowledge  
of the Company, any other Person acting on behalf of the  
Company or any of its Subsidiaries, in connection with the  
offering of the Shares being purchased under this Agreement  
or under any other Transaction Document.  Neither the  
Company, nor any of its Subsidiaries nor any Person acting  
on the Company's or such Subsidiary's behalf has directly or  
indirectly offered the Shares, or any part thereof or any  
other similar securities or the securities being purchased  
under any Transaction Document, for sale to, or sold or  
solicited any offer to buy any of the same from, or  
otherwise approached or negotiated in respect thereof with  
any Person or Persons other than the Purchasers and other  
investors who the Company reasonably believed had such  
knowledge and experience in financial and business matters  
that they were capable of evaluating the merits and risks of  
purchasing the Shares.  The Company further represents to  
the Purchaser that, assuming the accuracy of the  
representations of the Purchaser and the Other Purchasers as  
set forth in Section 5 hereof, neither the Company, nor any  
of its Subsidiaries nor any Person acting on the Company's  
or such Subsidiary's behalf has taken or will take any  
action which would subject the issue and sale of the Shares  
or the securities being purchased under any Transaction  
Document to the provisions of Section 5 of the Securities  
Act, except as contemplated by the Registration Rights  
Agreement. 
 
		4.12.	Broker's or Finder's Commissions.  In  
addition to and not in limitation of any other rights  
hereunder, the Company and the Subsidiaries agree that they  
will indemnify and hold harmless the Purchaser from and  
against any and all claims, demands or liabilities for  
broker's, finder's, placement agent's or other similar fees  
or commissions and any and all liabilities with respect to  
any taxes (including interest and penalties) payable or  
incurred or alleged to have been incurred by the Company or  
any of its Subsidiaries or any Person acting or alleged to  
have been acting on the Company's or such Subsidiary's  
behalf, in connection with this Agreement, the issuance or  
sale of the Shares, or any other transaction contemplated by  
any of the Transaction Documents. 
 
		4.13.	Disclosure. 
 
			(a)	As of the Closing Date, there is no  
untrue statement of material fact in this Agreement or in  
any of the other Transaction Documents, and no omission of a  
material fact necessary in order to make the statements  
contained herein and therein not materially misleading in  
light of the circumstances in which such statements were  
made. 
 
			(b)	There is no material fact known to the  
Company which the Company has not disclosed to the Purchaser  
or Purchasers' Counsel in writing which has or, insofar as  
the Company can reasonably foresee, may have or will have a  
Material Adverse Effect on the Company and its Subsidiaries  
on a consolidated basis or on the Subsidiaries,  
individually, or a Material Adverse Effect on the ability of  
the Company or any of its Subsidiaries to perform its  
obligations under any of the Transaction Documents to which  
it is a party or in respect of the Shares or any document  
contemplated hereby or thereby. 
 
		4.14.	Foreign Assets Control Regulation, Etc.   
Neither the issue and sale of the Shares by the Company nor  
its use of the proceeds thereof as contemplated by this  
Agreement will violate the Foreign Assets Control  
Regulations, the Transaction Control Regulations, the Cuban  
Assets Control Regulations, the Foreign Funds Control  
Regulations, the Iranian Assets Control Regulations, the  
Nicaraguan Trade Control Regulations, the Libyan Sanctions  
Regulations, the Soviet Gold Coin Regulations, the  
Panamanian Transactions Regulations, the Haitian  
Transactions Regulations, or the Iraqi Sanctions Regulations  
of the United States Treasury Department (31 C.F.R.,  
Subtitle B, Chapter V, as amended) or Executive Orders 12722  
and 12724 (transactions with Iraq). 
 
		4.15.	Investment Company Act.  The Company is  
not an "investment company" within the meaning of the  
Investment Company Act of 1940, as amended (the "1940 Act"),  
and is not deemed to be an "investment company" for purposes  
of Section 12(d)(1) of the 1940 Act. 
 
		4.16.	Public Utility Holding Company Act.   
Neither the Company nor any of its Subsidiaries is 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," as such terms  
are defined in the Public Utility Holding Company Act of  
1935, as amended. 
 
		4.17.	Interstate Commerce Act.  Neither the  
Company nor any of its Subsidiaries is, nor will be, a "rail  
carrier," or a Person controlled by or affiliated with a  
"rail carrier," within the meaning of Title 49, U.S.C.   
Neither the Company nor any of its Subsidiaries is a  
"carrier" or other Person to which 49 U.S.C. Section  
11301(b)(1) is applicable. 
 
		4.18.	Environmental Regulation, Etc. 
 
			(a)	Except as set forth on Schedule 4.18, to  
the knowledge of the Company, each of the Company and its  
Subsidiaries (i) has no liability under any Environmental  
Law or common law cause of action relating to or arising  
from environmental conditions which would have a Material  
Adverse Effect on the Company and its Subsidiaries on a  
consolidated basis or on the Subsidiaries, individually, and  
any property owned, operated, leased, or used by the Company  
and its Subsidiaries and any facilities and operations  
thereon comply with and will continue to comply with all  
applicable Environmental Laws, except to the extent that any  
failure to comply would not have a Material Adverse Effect  
on the Company and its Subsidiaries on a consolidated basis  
or on the Subsidiaries, individually; (ii) has never entered  
into or been subject to any judgment, consent decree,  
compliance order, or administrative order with respect to  
any environmental or health and safety matter or received  
any request for information, notice, demand letter,  
administrative inquiry, or formal or informal complaint or  
claim with respect to any environmental or health and safety  
matter or the enforcement of any Environmental Law; and  
(iii) has no reason to believe that any of the items  
enumerated in clause (ii) of this paragraph will be  
forthcoming. 
 
			(b)	Except as set forth on Schedule 4.18, to  
the knowledge of the Company:  (i) each of the Company and  
its Subsidiaries has never and currently does not expect to  
generate, transport, use, store, treat, dispose of, or  
manage any Hazardous Waste, except in accordance with  
applicable Environmental Laws; (ii) the Company is not aware  
of and has not caused any Release or Threat of Release of a  
Hazardous Material at any site presently or formerly owned,  
operated, leased, or used by the Company or any of its  
Subsidiaries; (iii) the Company and its Subsidiaries have  
never had Hazardous Material transported from any site  
presently or formerly owned, operated, leased, or used by  
the Company or any of its Subsidiaries for treatment,  
storage, or disposal at any other place, except in  
accordance with applicable Environmental Laws; (iv) the  
Company and its Subsidiaries do not presently own, operate,  
lease, or use any site on which underground storage tanks  
are or were located; (v) the Company and its Subsidiaries  
have never placed underground tanks on any site owned,  
operated, leased or used by the Company or any of its  
Subsidiaries; (vi) the Company and its Subsidiaries have  
never removed underground tanks from any site presently or  
formerly owned, operated, leased or used by the Company or  
any of its Subsidiaries; (vii) the Company and its  
Subsidiaries have never had a Lien imposed by any  
Governmental Authority on any property, facility, machinery,  
or equipment owned, operated, leased, or used by the Company  
or any  of its Subsidiaries in connection with the presence  
of any Hazardous Material. 
 
		4.19.	Properties and Assets.  The Company and  
its Subsidiaries have good record and marketable fee title  
to all real Property and all other Property and assets,  
whether tangible or intangible, owned by them and reasonably  
necessary in the conduct of business of the Company or such  
Subsidiaries, except defects in title which do not and will  
not have a Material Adverse Effect on the Company and its  
Subsidiaries on a consolidated basis or on the Subsidiaries,  
individually.  All of the leases necessary in any material  
respect for the operation of their respective properties and  
assets, under which the Company or any of its Subsidiaries  
holds any Property or assets, real or personal, are valid,  
subsisting and enforceable and afford peaceful and  
undisturbed possession of the subject matter of the lease,  
and no material default by the Company or any of its  
Subsidiaries exists under any of the provisions thereof.   
All buildings, machinery and equipment of the Company and  
its Subsidiaries are in good repair and working order,  
except for ordinary wear and tear that would not have a  
Material Adverse Effect on the Company and its Subsidiaries  
on a consolidated basis or on the Subsidiaries,  
individually.  All material current uses of such Property or  
assets of the Company and its Subsidiaries are permitted as  
of right under all appropriate laws, regulation and  
ordinances and no such law, regulation or ordinance  
interferes with such current or proposed uses.  To the  
knowledge of the Company, there is no pending or formally  
proposed change in any such laws, regulations and ordinances  
which would have a Material Adverse Effect on the Company  
and its Subsidiaries on a consolidated basis or on the  
Subsidiaries, individually.  Except as set forth on Schedule  
4.19, no condemnation proceeding is pending or, to the  
knowledge of the Company, threatened against the Company or  
any of its Subsidiaries.  All Property and assets of any  
kind (real or personal, tangible or intangible) of the  
Company and its Subsidiaries are free from all Liens except  
for (i) Liens which would not have a Material Adverse Effect  
on the Company and its Subsidiaries on a consolidated basis  
or on the Subsidiaries, individually; and (ii) Liens  
disclosed on Schedule 4.19 hereto.  Neither the Company nor  
any of its Subsidiaries has signed any material financing  
statement, as debtor or lessee, or any security agreement  
authorizing any secured party thereunder to file any such  
financing statement. 
 
		4.20.	Insurance.  A list of all insurance  
policies and fidelity bonds covering the assets, business,  
equipment, properties, operations, employees, officers and  
directors under which the Company or any of its Subsidiaries  
may derive any material benefit is set forth on Schedule  
4.20 hereof.  There is no claim by the Company or any of its  
Subsidiaries pending under any of such policies or bonds as  
to which coverage has been questioned, reserved, denied or  
disputed by the underwriters of such policies or bonds or  
their agents where such question, reservation, denial or  
dispute would have a Material Adverse Effect on the Company  
and its Subsidiaries on a consolidated basis or on the  
Subsidiaries, individually.  All premiums due and payable  
under all such policies and bonds have been paid, and the  
Company and its Subsidiaries are otherwise in full  
compliance with the terms and conditions of all such  
policies and bonds.  Except as set forth on Schedule 4.20,  
such policies of insurance and bonds (or other policies and  
bonds providing substantially similar insurance coverage)  
are and have been in full force and effect for at least the  
last year or since the inception of the Company or any of  
its Subsidiaries, as the case may be, and remain in full  
force and effect.  Such policies of insurance and bonds are  
of the type and in amounts customarily carried by Persons  
conducting business similar to that presently conducted by  
the Company and its Subsidiaries.  The Company knows of no  
threatened termination of any such policies or bonds. 
 
		4.21.	Employment Practices.  Except as set  
forth in Schedule 4.21, neither the Company nor any of its  
Subsidiaries is a party to or in the process of negotiating  
any collective bargaining or labor agreement or union  
contract.  There is no (i) charge, complaint or suit pending  
or, to the knowledge of the Company, threatened against the  
Company or any of its Subsidiaries respecting employment,  
hiring for employment, terminating from employment,  
employment practices, employment discrimination, terms and  
conditions of employment, safety, wrongful termination, or  
wages and hours, (ii) unfair labor practice charge or  
complaint pending or, to the knowledge of the Company,  
threatened against, or decision or order in effect and  
binding on, the Company or any of its Subsidiaries before or  
of the National Labor Relations Board, (iii) grievance or  
arbitration proceeding arising out of or under collective  
bargaining agreements pending or, to the knowledge of the  
Company, threatened against the Company or any of its  
Subsidiaries, (iv) strike, labor dispute, slow-down, work  
stoppage or other interference with work pending or, to the  
knowledge of the Company, threatened against the Company or  
its Subsidiaries, or (v) to the knowledge of the Company,  
union organizing activities or union representation question  
threatened or existing with respect to any groups of  
employees of the Company or any of its Subsidiaries, which  
in the case of (i)-(v) above could have a Material Adverse  
Effect on the Company and its Subsidiaries on a consolidated  
basis or on the Subsidiaries, individually. 
 
		4.22.	Financial Statements. 
 
			(a)	The Company has delivered to the  
Purchaser complete and correct copies of the consolidated  
financial statements for the fiscal year ended December 31,  
1994 and the nine months ended September 30, 1995, together  
with the notes thereto (the "Financial Statements").  The  
Financial Statements fairly present in all material respects  
the financial position of the Company and its Subsidiaries  
on a consolidated basis on the dates of such statements and  
the results of their operations for the periods covered  
thereby, and except with respect to unaudited financial  
statements and the notes thereto and statements of cash  
flows and subject to customary year-end adjustments, have  
been prepared in accordance with GAAP, consistently applied. 
 
			(b)	As of September 30, 1995 and as of the  
Closing Date, and except as set forth in the Schedules  
hereto, there are no material liabilities or claims relating  
to the Company or its Subsidiaries of any nature, whether  
accrued, absolute, contingent or otherwise, asserted or, to  
the Company's knowledge, unasserted, except liabilities or  
claims stated or adequately reserved against in the  
Financial Statements or liabilities or claims incurred in  
the ordinary course of the Company's and its Subsidiaries'  
operations which are not required to be reflected in the  
Financial Statements or in the notes thereto under GAAP.   
Nothing has come to the attention of the Company since the  
date of the Financial Statements which would indicate that  
the Financial Statements were not true and correct in all  
material respects as of the respective dates thereof. 
 
		4.23.	Intellectual Property. 
 
			(a)	Except as described on Schedule 4.23,  
the Company and its Subsidiaries have exclusive ownership  
of, or exclusive license to use, all patent, copyright,  
trade secret, trademark, or other proprietary rights used or  
to be used in the business of the Company or any of its  
Subsidiaries and material to the Company and its  
Subsidiaries on a consolidated basis or to the Subsidiaries,  
individually (collectively, "Intellectual Property").  There  
are no claims or demands of any other Person pertaining to  
any of such Intellectual Property and no proceedings have  
been instituted, or are pending or, to the knowledge of the  
Company, threatened, which challenge the rights of the  
Company or any of its Subsidiaries in respect thereof.  The  
Company and its Subsidiaries have the right to use, free and  
clear of claims or rights of other Persons, all customer  
lists, designs, manufacturing or other processes, computer  
software, systems, data compilations, research results and  
other information required for or incident to their products  
or their business as presently conducted or contemplated. 
 
			(b)	All patents, patent applications,  
trademarks, trademark applications and registrations and  
registered copyrights which are owned by or licensed to the  
Company or any of its Subsidiaries or used or to be used by  
the Company or any of its Subsidiaries in their business as  
presently conducted, and which are material to the Company  
and its Subsidiaries on a consolidated basis or to the  
Subsidiaries, individually are listed on Schedule 4.23.  All  
of such patents, patent applications, trademark  
registrations, trademark applications and registered  
copyrights have been duly registered in, filed in or issued  
by the United States Patent and Trademark Office, the United  
States Register of Copyrights, or the corresponding offices  
of other jurisdictions as identified on said Schedule, and  
have been properly maintained and renewed in accordance with  
all applicable provisions of law and administrative  
regulations in the United States and each such jurisdiction. 
 
			(c)	All material licenses or other  
agreements under which the Company or any of its  
Subsidiaries is granted rights in Intellectual Property are  
listed on Schedule 4.23.  Except as set forth on Schedule  
4.23, all said licenses or other agreements are in full  
force and effect and to the knowledge of the Company there  
is no material default by any party thereto. 
 
			(d)	All material licenses or other  
agreements under which the Company or any of its  
Subsidiaries has granted rights to others in Intellectual  
Property owned or licensed by the Company or any of its  
Subsidiaries are listed on Schedule 4.23.  Except as set  
forth on Schedule 4.23, all of said licenses or other  
agreements are in full force and effect, and to the  
knowledge of the Company there is no material default by any  
party thereto. 
 
			(e)	The Company and its Subsidiaries have  
taken all steps required in accordance with sound business  
practice and business judgment to establish and preserve  
their ownership of all material copyright, trade secret and  
other proprietary rights with respect to their products and  
technology.  The Company and its Subsidiaries regularly  
require all professional and technical employees, and other  
employees having access to valuable non-public information  
of the Company or any of its Subsidiaries, to execute  
agreements under which such employees are required to convey  
to the Company or any of its Subsidiaries, as applicable,  
ownership of all inventions and developments conceived or  
created by them in the course of their employment and to  
maintain the confidentiality of all such information of the  
Company and its Subsidiaries.  To the Company's knowledge,  
neither the Company nor its Subsidiaries made any such  
information available to any Person other than employees of  
the Company or any of its Subsidiaries except pursuant to  
written agreements requiring the recipients to maintain the  
confidentiality of such information and appropriately  
restricting the use thereof.  To the knowledge of the  
Company, there are no infringements by others of any of its  
or any Subsidiary's Intellectual Property rights. 
 
			(f)	To the knowledge of the Company, the  
present business, activities and products of the Company or  
any of its Subsidiaries do not infringe any intellectual  
property of any other Person, except where such infringement  
would not have a Material Adverse Effect on the Company and  
its Subsidiaries on a consolidated basis or on the  
Subsidiaries, individually.  No proceeding charging the  
Company or any of its Subsidiaries with infringement of any  
adversely held Intellectual Property has been filed or is,  
to the knowledge of the Company, threatened to be filed.  To  
the Company's knowledge, there exists no unexpired patent or  
patent application which includes claims that would be  
infringed by or otherwise have a Material Adverse Effect on  
the Company and its Subsidiaries on a consolidated basis or  
on the Subsidiaries, individually.  Neither the Company nor  
any of its Subsidiaries is making unauthorized use of any  
confidential information or trade secrets of any Person,  
including without limitation, to the knowledge of the  
Company, any former employer of any past or present employee  
of the Company or any of its Subsidiaries except where such  
use would not have a Material Adverse Effect on the Company  
and its Subsidiaries on a consolidated basis or on the  
Subsidiaries, individually.  Except as set forth on Schedule  
4.23, neither the Company nor any of its Subsidiaries nor,  
to the knowledge of the Company, any of its or any  
Subsidiary's employees have any agreements or arrangements  
with any Persons other than the Company or any of its  
Subsidiaries related to confidential information or trade  
secrets of such Persons or restricting any such employee's  
engagement in business activities of any nature.  The  
activities of the Company or any of its Subsidiaries or any  
of its or any Subsidiary's employees acting on behalf of the  
Company or any of its Subsidiaries do not violate any such  
agreements or arrangements known to the Company which any  
such employees have with other Persons. 
 
		4.24.	Taxes.  The Company and its  
Subsidiaries, and any predecessors to the Company and any of  
its Subsidiaries, have filed or obtained extensions of all  
federal, state, local and foreign income, excise, franchise,  
real estate, sales and use and other tax returns heretofore  
required by law to be filed by each of them.  All material  
taxes, including, without limitation, all federal, state,  
county, local, foreign or other income, Property, sales,  
use, franchise, value added, employees' income withholding,  
social security, unemployment and other taxes, of any nature  
whatsoever which have become due or payable by the Company  
or any of its Subsidiaries, or by any predecessors thereto,  
including any fines or penalties with respect thereto or  
interest thereon, whether disputed or not (collectively,  
"Taxes"), have been paid in full or are adequately provided  
for in accordance with GAAP on the financial statements of  
the applicable Person.  All material deposits, Taxes and  
other assessments and levies required by law to be made,  
withheld, collected or provided for by the Company or any of  
its Subsidiaries, or any predecessors thereto, including  
deposits with respect to Taxes constituting employees'  
income withholding taxes, have been duly made, withheld,  
collected or provided for and have been paid over to the  
proper federal, state or local authority, or are held by the  
applicable Person for such payment.  No Liens arising from  
or in connection with Taxes have been filed and are  
currently in effect against the Company or any of its  
Subsidiaries, except for Liens for Taxes which are not yet  
due.  Except as set forth on Schedule 4.24 hereto, neither  
the Company nor any of its Subsidiaries, nor any predecessor  
thereto, has executed or filed with the IRS or any other  
taxing authority any agreement or document extending, or  
having the effect of extending, the period for assessment or  
collection of any Taxes.  The federal income tax returns of  
the Company and each of its Subsidiaries, and any  
predecessor thereto, have been examined by the IRS, or the  
statute of limitations with respect to federal income taxes  
has expired, for all tax years to and including the fiscal  
year ended December 31, 1990 and, except as set forth on  
Schedule 4.24, any deficiencies have been paid in full or  
are being contested in good faith by appropriate action, or  
appropriate reserves therefor have been established on the  
Company's or applicable Subsidiaries' books or financial  
statements.  Except as set forth on Schedule 4.24, neither  
the Company nor any of its Subsidiaries is a party to any  
tax sharing agreement or arrangement.  Except as set forth  
on Schedule 4.24, no audits or investigations are pending  
or, to the knowledge of the Company, threatened with respect  
to any tax returns or taxes of the Company or any of its  
Subsidiaries, or any predecessor thereto. 
 
		4.25.	Transactions with Affiliates.  Except as  
set forth on Schedule 4.25, there are no material  
transactions, agreements or understandings, existing or  
presently contemplated, between or among the Company or any  
of its Subsidiaries and any of its officers or directors or  
stockholders or any of their Affiliates or associates. 
 
		4.26.	Dividend Payments.  Except as set forth  
on Schedule 4.26, the Company is not subject to any  
consensual restriction on its ability to pay dividends. 
 
	5.	Purchase for Investment; Source of Funds. 
 
		(a)	The Purchaser represents that (i) it is an  
accredited investor as defined in Regulation D under the  
Securities Act, or (ii) by reason of its business and  
financial experience, and the business and financial  
experience of those persons, if any, retained by it to  
advise it with respect to its investment in the Shares, such  
Purchaser together with such advisers have such knowledge,  
sophistication and experience in business and financial  
matters as to be capable of evaluating the merits and risk  
of the prospective investment, and that it is purchasing the  
Shares for its own account or for one or more separate  
accounts maintained by it or for the account of one or more  
institutional investors on whose behalf the Purchaser has  
authority to make this representation for investment and not  
with a view to the distribution thereof except in compliance  
with the Securities Act or an exemption available  
thereunder.  The Purchaser understands and agrees that the  
Shares have not been registered under the Securities Act and  
may be resold only if registered pursuant to the provisions  
thereunder or if an exemption from registration is  
available. 
 
		(b)	Each Purchaser which is an insurance company  
represents, to the knowledge of such Purchaser, that no part  
of the funds to be used by it to purchase the Shares to be  
purchased by such Purchaser constitutes assets allocated to  
any separate account maintained by such Purchaser that  
contains the assets of any Employee Program on Schedule 4.10  
(or its related trust).  Each Purchaser which is not an  
insurance company or an "investment company" (as defined in  
the Investment Company Act of 1940, as amended) also  
represents, to the knowledge of such Purchaser, that  
Purchaser is not using "Plan Assets", as defined in the  
Employee Retirement Income Security Act of 1974, as amended,  
and the rules and regulations promulgated thereunder, to  
purchase the Shares.  The representations made in the  
preceding sentences are made solely in reliance upon, and  
subject to, the accuracy of the Company's representations  
contained in Section 4.10 of this Agreement and the list of  
Employee Programs shown on Schedule 4.10.  As used in this  
section, the term "separate account" shall have the meaning  
assigned to it in Section 3(17) of ERISA. 
 
		(c)	The Purchaser represents that it has full  
power and authority and has taken all action necessary to  
authorize it to enter into and perform its obligations under  
this Agreement and all other documents or instruments  
contemplated hereby.  This Agreement is the legal, valid and  
binding obligation of each Purchaser, and is enforceable in  
accordance with its terms. 
 
		(d)	Other than Sutro & Co., and Lido Consulting,  
Inc. whose fees shall be paid by the Company, to the best of  
Purchaser's knowledge, no broker, investment banker,  
financial advisor or other person is entitled to any  
broker's, finder's, financial advisor's or other similar fee  
or commission in connection with the sale of the Company's  
Common Stock to Purchaser based upon arrangements made by or  
on behalf of the Purchaser.  Purchaser makes no  
representations or warranties as to arrangements with  
brokers, investment bankers, financial advisors or other  
persons entered into by the Company. 
 
	6.	Covenants. 
 
		6.1	Issuance of Additional Shares in Exempt  
Transactions.  The Company agrees that it shall not, on or  
prior to June 30, 1996, without the prior written consent of  
the purchasers of a majority of the shares of Common Stock  
purchased pursuant to the Transaction Documents, issue any  
additional shares of Capital Stock of the Company other than  
in Exempt Transactions.  "Exempt Transactions" means: 
 
	(i)	a bona fide public offering, defined as an  
underwritten public offering of at least $5,000,000 in gross  
proceeds that also constitutes a "distribution" as defined  
in Rule 10b-6 of the Securities Exchange Act of 1934; 
 
	(ii)	issuances of securities (a) upon exercise of  
options or warrants described in Schedule 4.6 hereto, or (b)  
through the exercise of options or warrants granted or to be  
granted under employee stock option plans, which plans are  
approved by a majority of the Company's Board of Directors; 
 
	(iii)	the issuance of securities in connection with  
a joint venture, partnership, strategic alliance or other  
business relationship between the Company and another  
Person, the primary purpose of which is to (a) allow the  
Company to acquire an interest in technology, patents,  
licenses, software, or other intellectual property or  
similar rights from such Person, or (b) allow the Company to  
develop, manufacture, market, distribute or otherwise  
exploit a product, prototype, technology, patent, license,  
software, or other intellectual property or other right,  
owned by the Company or other Persons where such Person is  
contributing technology, management expertise or other  
skills and not merely financing; 
 
	(iv)	the issuance of securities for which a  
registration statement is filed on a Form S-8 (or any  
substitute form that is adopted by the Commission); 
 
	(v)	the issuance of securities pursuant to a merger or  
acquisition transaction whereby the Company merges with or  
acquires a similar or complementary business or technology,  
patents, licenses, software, or other intellectual property  
or similar rights, separately or in combination with other  
assets, which are similar or complementary to those of the  
Company; or 
 
	(vi)	issuances of Securities pro rata to all holders of  
any class of Capital Stock in any stock dividend. 
 
		6.2	Other Issuances of Additional Shares.  The  
Company agrees that if the Company at any time or from time  
to time, on or prior to June 30, 1997, issues or makes any  
offering of its Capital Stock in any transaction not  
involving an Exempt Transaction, as defined in Section 6.1,  
the Purchaser and all the Other Purchasers shall also be  
offered the opportunity to acquire from the Company, on the  
same terms as the issuance or offering in such transaction,  
up to the same number of shares of Capital Stock so offered  
or issued, allocated pro rata among the Purchaser and such  
Other Purchasers or in such other manner as they may agree. 
 
	The Company shall give written notice to the Purchaser  
(the "Offer Notice"), which notice shall describe the terms  
and conditions of the proposed issuance or offering,  
including the name and address of all Persons to whom such  
issuance or offering is proposed to be made, the  
consideration to be paid (the "Offer Consideration") and any  
other material terms and conditions thereof, and shall  
contain an offer (collectively, the "Offer") to sell to the  
Purchaser and all Other Purchasers such number of shares as  
determined according to this Section 6.2 ("the Offered  
Shares") upon the same terms and conditions as the proposed  
issuance or offer, except that if such issuance or offer is  
to be made otherwise than for cash, cash equivalents or  
marketable securities against delivery, the fair market  
value of the non-cash portion of the Offer Consideration  
shall be established in such manner as is mutually agreed by  
the Company and the Purchaser, and failing such agreement,  
by a national "Big 6" accounting firm or investment bank  
mutually selected by the Company and the Purchaser, and the  
Offer shall be deemed to offer to sell the Offered Shares to  
Purchaser for an aggregate amount of cash equal to (A) the  
fair market value of the non-cash portion of the Offer  
Consideration as so established, (B) the fair market value  
of the portion of the Offer Consideration constituting  
marketable securities, and (C) the portion of the Offer  
Consideration constituting cash and cash equivalents.  The  
Offer shall be signed by the Company and shall be  
accompanied by any agreement(s) between the Company and any  
Person to whom such shares are offered or issued, and shall  
remain open to be accepted by the Purchaser for a period of  
seven (7) business days after the date which is the later to  
occur of (A) the actual receipt of the Offer by the  
Purchaser or (B) the date which is five (5) days after  
written notice is given to the parties of the fair market  
value of the non-cash portion of the Offer Consideration  
(the "Offer Period"), during which period the Purchaser may  
accept the Offer with respect to some or all of the Offered  
Shares by written notice thereof to the Company.  In the  
event that the Purchaser accepts the Offer with respect to  
some or all of the Offered Shares, the Purchaser shall have  
forty (40) days (the "Purchase Period") after the end of the  
Offer Period (or more if the Company is not using its good  
faith efforts to consummate the transaction) to consummate  
the transaction with the Company.  
 
		The Purchaser, in its sole discretion, may, in  
addition to or in lieu of its exercising its rights pursuant  
to this Section 6.2 as set forth above, designate one or  
more other Persons Affiliated with the Purchaser as  
designees to acquire all or any portion of the Offered  
Shares in accordance with the provisions of this Section 6.2  
as set forth above. 
 
		6.3	Press Releases.  The Company shall not issue  
any press release naming the Purchaser therein, without the  
prior written consent of the Purchaser, which consent may be  
withheld in the Purchaser's sole discretion. 
 
	7.	Restrictions on Transfer. 
 
		7.1.	Restrictive Legends.  Except as otherwise  
permitted by this Section 7, each certificate representing  
the Shares shall be stamped or otherwise imprinted with a  
legend in substantially the following form: 
 
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN  
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR  
PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE.   
SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED,  
PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT  
TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH  
SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144  
OR RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION  
FROM REGISTRATION UNDER SUCH ACT RELATING TO SUCH ACT,  
PROVIDED THAT, IF REQUESTED BY THE COMPANY, AN OPINION OF  
COUNSEL REASONABLY SATISFACTORY IN FORM AND SUBSTANCE WILL  
BE FURNISHED TO THE COMPANY THAT AN EXEMPTION FROM THE  
REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. 
 
	The Company shall maintain a copy of this Agreement and  
any amendments thereto on file in its principal office, and  
will make such copy available during normal business hours  
for inspection to any party thereto or will provide such  
copy to the Purchaser upon its request. 
 
	Whenever the legend requirement imposed by this section  
7.1 shall terminate, as provided herein below, the  
respective holders of Shares for which such legend  
requirements have terminated shall be entitled to receive  
from the Company, at the Company's expense, certificates  
without such legend. 
 
		7.2.	Notice of the Proposed Transfer; Opinions of  
Counsel.  The holder of each certificate representing the  
Shares bearing the restrictive legend set forth in Section  
7.1 above ("Restricted Security"), agrees that in connection  
with any transfer of such Restricted Security, the  
transferring holder will provide the Company upon reasonable  
request by the Company to such transferring holder with (a)  
written notice describing the manner or circumstances of  
such transfer or proposed transfer and/or (b) upon  
reasonable request by the Company to such transferring  
holder, an opinion of counsel, which is knowledgeable in  
securities law matters (including in-house counsel), in form  
and substance reasonably satisfactory to the Company, to the  
effect that the proposed transfer of such Restricted  
Security may be effected without registration of such  
Restricted Security under the Securities Act. If for any  
reason the Company (after having been furnished with the  
opinion required to be furnished pursuant to this Section  
7.2) shall fail to notify such holder within 5 business days  
after such holder shall have delivered such opinion to the  
Company that, in its or its counsel's opinion, the transfer  
may not be legally effective (the "Illegal Transfer  
Notice"), such holders shall thereupon be entitled to  
transfer the Restricted Security as proposed. If the holder  
of the Restricted Security delivers to the Company an  
opinion of counsel (including in-house counsel or regular  
counsel to such Purchaser or its investment adviser) in form  
and substance reasonably satisfactory to the Company that  
subsequent transfers of such Restricted Security will not  
require registration under the Securities Act, or if the  
Company does not provide the holder with an Illegal Transfer  
Notice as set forth above, the Company will promptly after  
such contemplated transfer deliver new certificates for such  
Restricted Security which do not bear the Securities Act  
legend set forth in Section 7.1 above.  The restrictions  
imposed by this Section 7 upon the transferability of any  
particular Restricted Security shall cease and terminate  
when such Restricted Security has been sold pursuant to an  
effective registration statement under the Securities Act or  
transferred pursuant to Rule 144 promulgated under the  
Securities Act.  The holder of any Restricted Security as to  
which such restrictions shall have terminated shall be  
entitled to receive from the Company a new security of the  
same type but not bearing the restrictive Securities Act  
legend set forth in Section 7.1 and not containing any other  
reference to the restrictions imposed by this Section 7.   
Notwithstanding any of the foregoing, no opinion of counsel  
will be required to be rendered pursuant to this Section 7.2  
with respect to the transfer of any Securities on which the  
restrictive legend has been removed in accordance with this  
Section 7.2.  As used in this Section 7.2, the term  
"transfer" encompasses any sale, transfer or other  
disposition of any Securities referred to herein. 
 
	8.	Definitions.  As used herein the following terms  
have the following respective meanings: 
 
		"Affiliate," except as otherwise defined in this  
Agreement, means any Person directly or indirectly  
controlling or controlled by or under common control with  
the Company or any Subsidiary, provided that, for purposes  
of this definition, "control" (including, with correlative  
meanings, the terms "controlled by" and "under common  
control with"), as used with respect to any Person, shall  
mean the possession, directly or indirectly, of the power to  
direct or cause the direction of the management and policies  
of such Person, whether through the ownership of voting  
securities or by contract or otherwise. 
 
		"Agreement" means this Agreement, as amended,  
modified or supplemented from time to time, together with  
any exhibits, schedules or other attachments thereto. 
 
		"Business Day" means any day other than a day on  
which banks are authorized or required to be closed in the  
State of New York. 
 
		"Capital Stock" means, with respect to any Person,  
any and all shares, interests, participations, rights in or  
other equivalents (however designated) of such Person's  
capital stock, and any rights (other than debt securities  
convertible into capital stock), warrants or options  
exchangeable for or convertible into such capital stock. 
 
		"Charter Documents" has the meaning ascribed  
thereto in Section 4.1 hereof. 
 
		"Closing" has the meaning ascribed thereto in  
Section 2 hereof. 
 
		"Closing Date" has the meaning ascribed thereto in  
Section 2 hereof. 
 
		"Code" means the Internal Revenue Code of 1986,  
and the rules and regulations thereunder, as amended from  
time to time. 
 
		"Commission" means the United States Securities  
and Exchange Commission or any other federal agency at the  
time administering the Securities Act. 
 
		"Common Stock" has the meaning ascribed thereto in  
Section 1 hereof. 
 
		"Company" has the meaning ascribed thereto in the  
introduction hereof, and shall include the Company's  
successors by merger, acquisition, reorganization or  
otherwise. 
 
		"Consolidation" has the meaning ascribed thereto  
in Section 3.1(j) hereof. 
		"Current Affiliate" has the meaning ascribed  
thereto in Section 4.10 hereof. 
 
		"Employee Program" has the meaning ascribed  
thereto in Section 4.10 hereof. 
 
		"Environment" means soil, surface waters,  
groundwaters, land, stream sediments, surface or subsurface  
strata and ambient air. 
 
		"Environmental Law(s)" means and includes any  
environmental or health and safety-related law, regulation,  
rule, ordinance, or legally enforceable requirement at the  
foreign, federal, state, or local level. 
 
		"ERISA" means the Employee Retirement Income  
Security Act of 1974, and the rules and regulations  
thereunder, as amended from time to time. 
 
		"Financial Statements" has the meaning ascribed  
thereto in Section 4.22 hereof. 
 
		"GAAP" means generally accepted accounting  
principles and practices set forth in the opinions and  
pronouncements of the Accounting Principles Board and the  
American Institute of Certified Public Accountants and the  
statements and pronouncements of the Financial Accounting  
Standards Board or in such other statements by such other  
entity as may be approved by a significant segment of the  
accounting profession that are applicable to the  
circumstances as of the date of determination, applied on a  
consistent basis. 
 
		"Governmental Authority" means any governmental or  
quasi-governmental authority including, without limitation,  
any federal, state, territorial, county, municipal or other  
governmental or quasi-governmental agency, board, branch,  
bureau, commission, court, department or other  
instrumentality or political unit or subdivision, whether  
domestic or foreign. 
 
		"Hazardous Materials" means and includes any  
hazardous waste, hazardous material, hazardous substance,  
petroleum product, oil, toxic substance, pollutant,  
contaminant, or other substance that poses a threat to human  
health or safety, as defined or regulated under any  
Environmental Law. 
 
		"Hazardous Waste" means and includes any hazardous  
waste as defined or regulated under any Environmental Law. 
 
		"Illegal Transfer Notice" has the meaning ascribed  
thereto in Section 7.2 hereof. 
 
		"Indemnified Party" or "Indemnified Parties" has  
the meaning ascribed thereto in Section 9.1(a) hereof. 
 
		"Intellectual Property" has the meaning ascribed  
thereto in Section 4.23(a) hereof. 
 
		"IRS" means the Internal Revenue Service or any  
successor agency. 
 
		"License" or "Licenses" has the meaning ascribed  
thereto in Section 4.3 hereof. 
 
		"Lien" means any mortgage, lien (statutory or  
otherwise), charge, pledge, hypothecation, conditional sales  
agreement, adverse claim, title retention agreement or other  
security interest, encumbrance or other title defect in or  
on any interest or title of any vendor, lessor, lender or  
other secured party to or of such Person under any  
conditional sale, trust receipt or other title retention  
agreement with respect to any Property or asset of such  
Person. 
 
		"Losses" has the meaning ascribed thereto in  
Section 9.1(a) hereof. 
 
		"Material Adverse Effect" has the meaning ascribed  
thereto in Section 4.1 hereof. 
 
		"Multiemployer Plan" has the meaning ascribed  
thereto in Section 4.10 hereof. 
 
		"Officers' Certificate" means a certificate  
executed on behalf of the Company by (a) the Chairman of the  
Board of Directors (if an officer) or the President or one  
of the Vice Presidents of the Company and (b) the Treasurer  
or one of the Assistant Treasurers or the Secretary or one  
of the Assistant Secretaries of the Company. 
 
		"Other Purchasers" has the meaning ascribed  
thereto in Section 1 hereof. 
 
		"Other Stock Purchase Agreements" has the meaning  
ascribed thereto in Section 1 hereof. 
 
		"Person" means any individual, corporation,  
partnership, joint venture, association, joint-stock  
company, trust, limited liability company, unincorporated  
organization or government or other agency or political  
subdivision thereof. 
 
		"Property" means any interest in any kind of  
property or asset, whether real, personal or mixed, or  
tangible or intangible. 
 
		"Purchaser" except as defined elsewhere in this  
Agreement, has the meaning ascribed thereto in the  
introduction hereof. 
 
		"Purchasers" except as defined elsewhere in this  
Agreement, shall mean the Purchaser and the Other  
Purchasers. 
 
		"Purchasers' Counsel" means with respect to  
Fidelity Copernicus Fund, L.P. and Fidelity Galileo Fund,  
L.P., Goodwin, Procter & Hoar, a partnership including  
professional corporations, acting as special counsel to  
certain of the Purchasers in connection with the  
transactions contemplated hereunder; and with respect to HBI  
Financial Inc., means Latham & Watkins, a partnership. 
 
		"Registration Rights Agreement" has the meaning  
ascribed thereto in Section 3.1(i), as amended or  
supplemented from time to time in accordance with the terms  
thereof. 
 
		"Release" means any releasing, spilling, leaking,  
pumping, pouring, emitting, emptying, discharging,  
injecting, escaping, leaching, disposing, or dumping into  
the Environment. 
 
		"Restricted Security" has the meaning ascribed  
thereto in Section 7.2 hereof. 
 
		"Rule 144" means Rule 144 as promulgated by the  
Commission under the Securities Act, and any successor rule  
or regulation thereto. 
 
		"Rule 144A" means Rule 144A as promulgated by the  
Commission under the Securities Act, and any successor rule  
or regulation thereto. 
 
		"Securities Act" means the Securities Act of 1933,  
as amended from time to time, or any successor statute, and  
the rules and regulations of the Commission promulgated  
thereunder. 
 
		"Shares" has the meaning ascribed thereto in  
Section 1 hereof. 
 
		"Subsidiary" means with respect to any Person, any  
corporation, association or other business entity of which  
securities representing more than 50% of the combined voting  
power of the total Voting Stock (or in the case of an  
association or other business entity which is not a  
corporation, more than 50% of the equity interest) is at the  
time owned or controlled, directly or indirectly, by that  
Person or one or more Subsidiaries of that Person or a  
combination thereof.  When used herein without reference to  
any Person, Subsidiary means a Subsidiary of the Company. 
 
		"Taxes" has the meaning ascribed thereto in  
Section 4.24 thereof. 
 
		"Threat of Release" means a substantial likelihood  
of a Release which requires action to prevent or mitigate  
damage to the Environment which may result from such  
Release. 
 
		"Transaction Documents" means, collectively, this  
Agreement, the Other Stock Purchase Agreements, the  
Registration Rights Agreement and any and all agreements,  
certificates, instruments and other documents contemplated  
thereby or executed and delivered in connection therewith. 
 
		"Voting Stock" means any class or classes of  
Capital Stock pursuant to which the holders thereof have the  
general voting power under ordinary circumstances to vote  
for the election of directors, managers or trustees of any  
Persons (irrespective of whether or not at the time, stock  
of any class or classes will have, or might have, voting  
power by reason of the happening of any contingency). 
 
	9.	Miscellaneous. 
 
		9.1.	Indemnification; Expenses, Etc. 
 
			(a)	In addition to any and all obligations  
of the Company to indemnify the Purchaser hereunder or under  
the other Transaction Documents, the Company agrees, without  
limitation as to time, to indemnify and hold harmless the  
Purchaser, its Affiliates, and the employees, officers,  
directors, partners and agents of the Purchaser and its  
Affiliates (individually, an "Indemnified Party" and,  
collectively the "Indemnified Parties") from and against any  
and all losses, claims, damages, liabilities, costs  
(including the costs of preparation and attorneys' fees) and  
expenses (including expenses of investigation)  
(collectively, "Losses") incurred or suffered by an  
Indemnified Party (i) in connection with or arising out of  
any breach of any warranty, or the inaccuracy of any  
representation, as the case may be, made by the Company, or  
the failure of the Company to fulfill any agreement or  
covenant contained in this Agreement or (ii) in connection  
with any proceeding against the Company or any Indemnified  
Party brought by any third party arising out of or in  
connection with this Agreement or the other Transaction  
Documents or the transactions contemplated hereby or thereby  
or any action taken in connection herewith or therewith (or  
any other document or instrument executed herewith or  
pursuant hereto or thereto), whether or not the transactions  
contemplated by this Agreement are consummated and whether  
or not any Indemnified Party is a formal party to any  
Proceeding; provided, however, that the Company shall not be  
liable for any Losses resulting from any action on the part  
of any Indemnified Party which is finally determined in such  
proceeding to be wrongful or which is an act of gross  
negligence, recklessness, or willful misconduct by such  
Indemnified Party.  The Company agrees promptly to reimburse  
any Indemnified Party for all such Losses as they are  
incurred or suffered by such Indemnified Party. 
 
		Except as otherwise provided herein, the Company  
agrees (for the benefit of each Purchaser) to pay, and to  
hold each Purchaser harmless from and against, all costs and  
expenses (including, without limitation, attorneys' fees,  
expenses and disbursements), if any, in connection with the  
enforcement against the Company, as the case may be, of this  
Agreement or any other Transaction Document or any other  
agreement or instrument furnished pursuant hereto or thereto  
or in connection herewith or therewith in any action in  
which the Purchaser attempting to enforce any of the  
foregoing shall prevail or in any action in which the  
Purchaser shall in good faith assert any provision of any of  
the foregoing as a defense. 
 
			(b)	If any Indemnified Party is entitled to  
indemnification hereunder, such Indemnified Party shall give  
prompt notice to the Company of any claim or of the  
commencement of any proceeding against the Company or any  
Indemnified Party brought by any third party with respect to  
which such Indemnified Party seeks indemnification pursuant  
hereto; provided, however, that the failure so to notify the  
Company shall not relieve the Company from any obligation or  
liability except to the extent the Company is prejudiced by  
such failure.  The Company shall have the right, exercisable  
by giving written notice to an Indemnified Party promptly  
after the receipt of written notice from such Indemnified  
Party of such claim or proceeding, to assume, at the expense  
of the Company, the defense of any such claim or proceeding  
with counsel reasonably satisfactory to such Indemnified  
Party.  The Indemnified Party or Parties will not be subject  
to any liability for any settlement made without its or  
their consent (but such consent will not be unreasonably  
withheld).  The Company shall not consent to entry of any  
judgment or enter into any settlement that does not include  
as an unconditional term thereof the giving by claimant or  
plaintiff to such Indemnified Party or Parties of a release,  
in form and substance satisfactory to the Indemnified Party  
or Parties, from all liability in respect of such claim,  
litigation or proceeding.   
 
			(c)	In addition to any other obligations of  
the Company to indemnify the Purchasers herein or pursuant  
to any of the Transaction Documents or any other agreements  
or documents executed and delivered in connection therewith,  
the Company will pay, and will save the Purchaser and each  
other holder of any of the Securities harmless from  
liability for the payment of all expenses arising in  
connection with such transactions, including, without  
limitation:  (a) all document production and duplication  
charges and the reasonable fees, charges and expenses of  
Purchasers' Counsel (whether arising before or after the  
Closing Date) incurred by Purchaser in connection with the  
transactions contemplated hereby and any subsequent proposed  
modification of, or proposed consent under, this Agreement,  
whether or not such proposed modification shall be effected  
or proposed consent granted; (b) the costs and expenses,  
including attorneys' fees, incurred by Purchaser in  
enforcing any rights under this Agreement or in responding  
to any subpoena or other legal process issued in connection  
with this Agreement or the transactions contemplated hereby  
or thereby or by reason of Purchaser having acquired any of  
the Shares, including without limitation costs and expenses  
incurred by Purchaser in any bankruptcy proceeding of the  
Company; (c) the cost of delivering to Purchaser's principal  
office, insured to its satisfaction, the Shares delivered to  
Purchaser hereunder; and (d) the reasonable out-of-pocket  
expenses incurred by Purchaser in connection with such  
transactions and any such amendments or waivers. 
 
		9.2.	Survival of Representations and Warranties;  
Severability.  All representations and warranties contained  
in this Agreement or the Transaction Documents or made in  
writing by or on behalf of the Company in connection with  
the transactions contemplated by this Agreement or the other  
Transaction Documents shall survive, for the duration of any  
statutes of limitation applicable thereto, (i) the execution  
and delivery of this Agreement, (ii) any investigation at  
any time made by any Purchaser or on such Purchaser's  
behalf, (iii) the purchase of the Shares by the Purchasers  
under this Agreement and the Other Stock Purchase Agreements  
and (iv) any disposition of or payment on the Shares.  All  
statements contained in any certificate or other instrument  
delivered to the Purchaser by or on behalf of the Company  
pursuant to this Agreement or the other Transaction  
Documents shall be deemed representations and warranties of  
the Company under this Agreement.  Any provision of this  
Agreement 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 hereof or  
affecting the validity or enforceability of such provisions  
in any other jurisdiction. 
 
		9.3.	Amendment and Waiver.  This Agreement may be  
amended, modified or supplemented, and waivers or consents  
to departures from the provisions hereof may be given,  
provided that the same are in writing and signed by the  
Purchaser and the Company. 
 
		9.4.	Notices.  Except as otherwise provided in  
this Agreement, notices and other communications under this  
Agreement shall be in writing and shall be delivered, or  
mailed by registered or certified mail, return receipt  
requested, or by a nationally recognized overnight courier,  
postage prepaid, addressed, (a) if to the Purchaser, at such  
address as the Purchaser shall have furnished to the Company  
in writing, or (b) if to a transferee of the Purchaser of  
any Shares, at such address as the transferee shall have  
furnished to the Company in writing, or, until any such  
transferee so furnishes to the Company an address, then to  
and at the address of the last holder of such Shares who has  
furnished an address to the Company, or (c) if to the  
Company, at its address set forth at the beginning of this  
Agreement, to the attention of President, or at such other  
address, or to the attention of such other officer, as the  
Company shall have furnished to the Purchaser or the  
transferee of the Purchaser Shares in writing.   
 
		9.5.	Entire Agreement.  This Agreement and the  
other Transaction Documents and all documents delivered in  
connection herewith or therewith embody the entire agreement  
and understanding between the Purchaser and the Company and  
supersede all prior agreements and understandings relating  
to the subject matter hereof. 
 
		9.6.	Successors and Assigns.  Subject to the  
limitations set forth in the next sentence, whenever in this  
Agreement any of the parties hereto are referred to, such  
reference shall be deemed to include the successors and  
assigns of such party; and all covenants, promises and  
agreements by or on behalf of the respective parties which  
are contained in this Agreement shall bind and inure to the  
benefit of the successors and assigns of all other parties.   
The terms and provisions of this Agreement and the other  
Transaction Documents shall inure to the benefit of and  
shall be binding upon any assignee or transferee of the  
Purchaser who takes the Shares as Registrable Securities (as  
defined in the Registration Rights Agreement of even date  
herewith), and in the event of such transfer or assignment,  
the rights and privileges herein conferred upon the  
Purchaser shall automatically extend to and be vested in  
such transferee or assignee, all subject to the terms and  
conditions hereof. 
 
		9.7.	Descriptive Headings.  The headings in this  
Agreement are for purposes of reference only and shall not  
limit or otherwise affect the meaning hereof. 
 
		9.8.	Satisfaction Requirement.  If any agreement,  
certificate or other writing, or any action taken or to be  
taken, is by the terms of this Agreement required to be  
satisfactory to the Purchaser or to the holders of a  
specified portion of the Shares, the determination of such  
satisfaction shall be made by the Purchaser or such holders,  
as the case may be, in the sole and exclusive judgment  
(exercised in good faith) of the Person or Persons making  
such determination. 
 
		9.9.	GOVERNING LAW.  THIS AGREEMENT SHALL BE  
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF  
THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE  
COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO PRINCIPLES  
OF CONFLICT OF LAW. 
 
		9.10.	Service of Process.  The Company (a)  
hereby irrevocably submits itself to the jurisdiction of the  
courts of the Commonwealth of Massachusetts and to the  
jurisdiction of the United States District Court for the  
District of Massachusetts for the purpose of any suit,  
action or other proceeding arising out of or based upon this  
Agreement, the Shares, the other Transaction Documents or  
the subject matter hereof or thereof brought by the  
Purchaser (or the Other Purchasers) or their successors or  
assigns and (b) hereby waives, and agrees not to assert, by  
way of motion, as a defense, or otherwise, in any such suit,  
action or proceeding, any claim that it is not subject  
personally to the jurisdiction of the above-named courts,  
that its property is exempt or immune from attachment or  
execution, that the suit, action or proceeding is brought in  
an inconvenient forum, that the venue of the suit, action or  
proceeding is improper or that this Agreement or the subject  
matter hereof may not be enforced in or by such court, and  
(c) hereby waives any offsets or counterclaims in any such  
action, suit or proceeding (other than compulsory  
counterclaims).  The Company hereby consents to service of  
process by registered mail at the address to which notices  
are to be given under Section 9.4 hereof.  The Company  
agrees that its submission to jurisdiction and its consent  
to service of process by mail is made for the express  
benefit of the Purchaser.  Final judgment against the  
Company in any such action, suit or proceeding shall be  
conclusive and may be enforced in other jurisdictions (a) by  
suit, action or proceeding on the judgment, a certified or  
true copy of which shall be conclusive evidence of the fact  
and of the amount of any indebtedness or liability of the  
Company therein described or (b) in any other manner  
provided by or pursuant to the laws of such other  
jurisdiction; provided, however, that the Purchaser may at  
its option bring suit or institute other judicial  
proceedings against the Company or any of its Subsidiaries  
or assets in any state or federal court of the United States  
or in any country or place where the Company or its assets  
may be found. 
		9.11.	Counterparts.  This Agreement may be  
executed by the parties hereto in any number of separate  
counterparts, each of which when so executed shall be deemed  
to be an original and all of which taken together shall  
constitute one and the same agreement.  It shall not be  
necessary in making proof of this Agreement to produce or  
account for more than one such counterpart. 
 
		9.12.	No Adverse Interpretation of Other  
Agreements.  This Agreement may not be used to interpret  
another agreement, indenture, loan or debt agreement of the  
Company or any Subsidiary.  Any such agreement, indenture,  
loan or debt agreement may not be used to interpret this  
Agreement. 
 
		9.13.	WAIVER OF JURY TRIAL.  EACH PURCHASER  
AND THE COMPANY HEREBY WAIVE TRIAL BY JURY IN ANY  
LITIGATION, SUIT OR PROCEEDING, IN ANY COURT WITH RESPECT  
TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT,  
THE SHARES, ANY OTHER TRANSACTION DOCUMENTS, OR ANY  
INSTRUMENT OR DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT  
OR ANY OTHER TRANSACTION DOCUMENT, OR WITH RESPECT TO THE  
VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR  
ENFORCEMENT THEREOF, PROVIDED, HOWEVER, THAT WITH RESPECT TO  
ANY COMPULSORY COUNTERCLAIM (I.E., A CLAIM WHICH IF NOT  
BROUGHT IN SUCH ACTION WOULD RESULT IN THE PURCHASER OR  
COMPANY BEING FOREVER BARRED FROM BRINGING SUCH CLAIM) THE  
PURCHASER AND THE COMPANY SHALL HAVE THE RIGHT TO RAISE SUCH  
COMPULSORY COUNTERCLAIM IN ANY SUCH LITIGATION. 
 
 
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]	 
 
 
STOCK PURCHASE AGREEMENT 
COMPANY SIGNATURE PAGE 
 
 
 
 
 
	IN WITNESS WHEREOF, the parties have executed this  
Agreement as of the date first written above. 
 
AMERIGON INCORPORATED, a California corporation 
 
 
	By:   /s/ Lon E. Bell         
	Name:   Lon E. Bell 
	Title:     President 
 
 
 
 
STOCK PURCHASE AGREEMENT 
PURCHASER SIGNATURE PAGE 
 
 
Accepted and agreed as of the	 
date first written above:	 
 
 
FIDELITY GALILEO FUND, L.P.	 
By: Fidelity Galileo Corp., its General Partner	Number of  
Shares:   280,000 
	 
By:     /s/ Daniel G. Harmetz                                            
	Purchase Price:  $8.00 per share 
	Name:  Daniel G. Harmetz	 
	Title:    Chief Investment Officer	 
 
Address:	Fidelity Galileo Fund, L.P.                             
	 
		Fidelity Investments 
		82 Devonshire Street - F7E 
		Boston, MA 02109	 
		Attn: Portfolio Manager	 
			 
Telephone:  617-563-7882	 
Telecopy:  617-476-3316	 
 
Nominee (name in which the	 
Shares are to be registered,	Copies of notices to: 
if different than name of	Wendy Schnipper Clayton, Esq. 
Purchaser):   Goldman Sachs & Co.	Senior Legal Counsel 
     (Nominee's Name)	Fidelity Investments 
			82 Devonshire Street - F7D 
Tax I.D. Number: 13-5108880	Boston, Massachusetts  02109 
(if acquired in the name of a	Telephone No.:  617-563-0505 
nominee, the taxpayer I.D.	Telecopier No.:  617-476-7774 
number of such nominee)	 
			 
	 
Limitation of Liability:  Fidelity Galileo Fund, L.P.   
("Purchaser") is a Delaware limited partnership.  Each of  
the parties hereto acknowledges and agrees that this  
Agreement is not executed on behalf of any of the partners,  
trustees, officers, directors, employees or beneficiaries of  
the Purchaser as individuals and the obligations of this  
Agreement are not binding upon any of the partners,  
trustees, officers, directors, employees or beneficiaries of  
the Purchaser individually but are binding only upon the  
assets and property of the Purchaser.  The Company agrees  
that no beneficiary, partner, trustee, officer, director or  
employee of the Purchaser may be held personally liable or  
responsible for any obligations of the Purchaser arising out  
of this Agreement.  With respect to obligations of the  
Purchaser arising out of this Agreement, the Company shall  
look for payment or satisfaction of any claim solely to the  
assets and property of the Purchaser. 
 
 
STOCK PURCHASE AGREEMENT 
PURCHASER SIGNATURE PAGE 
 
 
Accepted and agreed as of the 
date first written above:	 
	 
 
FIDELITY COPERNICUS FUND, L.P.	 
By: Fidelity Copernicus Corp., its General Partner 
	Number of Shares:   220,000 
	 
By:      /s/ Daniel G. Harmetz                           
	Purchase Price:  $ 8.00 per share 
	Name:  Daniel G. Harmetz	 
	Title:    Chief Investment Officerr	 
 
Address:	Fidelity Copernicus Fund, L.P. 
		Fidelity Investments	 
		82 Devonshire Street - F7E 
		Boston, MA 02109	 
		Attn: Portfolio Manager	 
			 
Telephone:  617-563-7882	 
Telecopy:  617-476-3316	 
 
Nominee (name in which the	Copies of notices to: 
Shares are to be registered,	Wendy Schnipper Clayton, Esq. 
if different than name of	Senior Legal Counsel 
Purchaser): Dol & Co.	Fidelity Investments 
     (Nominee's Name)	82 Devonshire Street - F7D 
			Boston, Massachusetts  02109 
Tax I.D. Number: 04-2562749	Telephone No.:  617-563-0505 
(if acquired in the name of a	Telecopier No.:  617-476-7774 
nominee, the taxpayer I.D.	 
number of such nominee)	 
			 
	 
 
Limitation of Liability:  Fidelity Copernicus Fund, L.P.   
("Purchaser") is a Delaware limited partnership.  Each of  
the parties hereto acknowledges and agrees that this  
Agreement is not executed on behalf of any of the partners,  
trustees, officers, directors, employees or beneficiaries of  
the Purchaser as individuals and the obligations of this  
Agreement are not binding upon any of the partners,  
trustees, officers, directors, employees or beneficiaries of  
the Purchaser individually but are binding only upon the  
assets and property of the Purchaser.  The Company agrees  
that no beneficiary, partner, trustee, officer, director or  
employee of the Purchaser may be held personally liable or  
responsible for any obligations of the Purchaser arising out  
of this Agreement.  With respect to obligations of the  
Purchaser arising out of this Agreement, the Company shall  
look for payment or satisfaction of any claim solely to the  
assets and property of the Purchaser.