-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ps9YkSQtiBhixU9+8SGy9uLUVAoHLo/liVTz9VjHyyRTjIal0Gdx4AzbsTAvb1q1 OvVtVKYQAj/8h2hpKeEbhw== 0001047469-07-006807.txt : 20070831 0001047469-07-006807.hdr.sgml : 20070831 20070831172748 ACCESSION NUMBER: 0001047469-07-006807 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20070831 DATE AS OF CHANGE: 20070831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN LOCKER GROUP INC CENTRAL INDEX KEY: 0000008855 STANDARD INDUSTRIAL CLASSIFICATION: PARTITIONS, SHELVING, LOCKERS & OFFICE AND STORE FIXTURES [2540] IRS NUMBER: 160338330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00439 FILM NUMBER: 071095313 BUSINESS ADDRESS: STREET 1: 608 ALLEN STREET CITY: JAMESTOWN STATE: NY ZIP: 14701 BUSINESS PHONE: 7166649600 MAIL ADDRESS: STREET 1: 608 ALLEN STREET CITY: JAMESTOWN STATE: NY ZIP: 14701 FORMER COMPANY: FORMER CONFORMED NAME: AVM CORP DATE OF NAME CHANGE: 19850520 10-K 1 a2179345z10-k.htm 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
ý	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2005
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 0-439

AMERICAN LOCKER GROUP INCORPORATED
(Exact Name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		16-0338330 (I.R.S. Employer Identification No.)
815 South Main Street, Grapevine, Texas (Address of principal executive offices)		76051 (Zip Code)
1-817-329-1600 (Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Name of each exchange on which registered
None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, Par Value $1.00 Per Share
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer o Accelerated filer o Non-accelerated filer ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of August 24, 2007, 1,549,516 shares of Common Stock, $1.00 par value per share, were outstanding. The aggregate market value of the Common Stock held by non-affiliates as of June 30, 2007 was $5,484,340 based on the closing price per share of Common Stock on that date of $4.00 as quoted by The Pink Sheets. Shares of Common Stock known by the Registrant to be beneficially owned by directors and officers of the Registrant and other persons known the Registrant to have beneficial ownership of 5% or more of the outstanding Common Stock are not included in the computation. The Registrant, however, has made no determination that such persons are "affiliates" within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

DOCUMENTS INCORPORATED BY REFERENCE

None

Restatement—Explanatory Note

American Locker Group Incorporated (the "Company") has restated its previously issued consolidated financial statements for fiscal 2004 and 2003, quarterly financial data for each of the quarters within fiscal 2005 and 2004, and selected financial data for fiscal 2004, 2003 and 2002, for the matters discussed more fully in Note 2 to the consolidated financial statements in this Form 10-K. All amounts and commentary included in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, give effect to the restatement.

As a result of the implementation of the restructuring plan discussed more fully in Item 1, the Company did not timely file its quarterly reports on Form 10-Q for the periods ended March 31, 2006, June 30, 2006, September 30, 2006, March 31, 2007 and June 30, 2007 and its annual report on Form 10-K for the years ended December 31, 2005 and 2006, with the Securities and Exchange Commission ("SEC"). In light of the Company's inability to comply with the minimum stockholders equity requirements, the Company voluntarily delisted its Common Stock from the NASDAQ Stock Market. The last trading day for the Company's Common Stock on the NASDAQ National Market was Friday, March 31, 2006. The Company's Common Stock currently is quoted on The Pink Sheets under the symbol "ALGI.PK".

PART I

Item 1. Description of Business

The Company is an engineering, assembling, manufacturing and marketing enterprise engaged primarily in the sale of lockers. This includes coin operated, key-only, and electronically controlled checking lockers and related locks and aluminum centralized mail and parcel distribution systems. The key controlled checking lockers are sold to the recreation industry, bookstores, military posts, law enforcement agencies, libraries and for export. The electronically controlled lockers are sold for use as secure storage in the business environment and the coin operated lockers are sold or leased for use in the recreation industry and other uses. The aluminum centralized mail and parcel distribution lockers historically have been sold to the United States Postal Service (USPS) and to distributors and resellers for use in centralized mail and parcel delivery in new housing and industrial developments, inside postal lobbies and apartment buildings and for replacement of older style lockers in existing locations.

The Company was incorporated on December 15, 1958, as a subsidiary of its former publicly owned parent. In April 1964, the Company's shares were distributed to the stockholders of its former parent, and it became a publicly held corporation. From 1965 to 1989, the Company acquired and disposed of a number of businesses including the disposition of its original voting machine business.

In July 2001, the Company acquired Security Manufacturing Corporation (SMC). SMC manufactures aluminum cluster box units, which historically have been sold to the USPS and private markets, as well as other mail delivery receptacles. The Company made this acquisition to increase its product offerings to existing customers, provide additional products to attract new customers and to increase its market share in the postal market.

CBU. The USPS decertification of the Company's Model 1118E CBU has occurred in conjunction with the USPS making available technical specifications of its successor USPS-B-1118 CBU. Accordingly, the Company is preparing its application to the USPS to become a licensed manufacturer of the USPS-B-1118, and will conduct a concurrent and ongoing internal cost analysis to determine whether it can manufacture that successor model profitably. The Company believes that it will ultimately be approved by the USPS as a licensed manufacturer of the USPS-B-1118, although it could take between 6-8 months for the Company to be producing the USPS-B-1118 at current levels. The Company will continue to sell existing inventories of the Model E CBU through August 2007, and it does not presently anticipate that it will incur material inventory write-offs as a result of such decertification. After August 2007, the Company's revenues will be adversely affected by this decertification until such time as the Company has received USPS approval to manufacture the USPS-B-1118 and has commenced manufacture and sale of those units.

The loss of revenues resulting from the non-renewal of the Company's CBU contract with the USPS, the potential loss of sales of CBUs in the private market during the transition to the USPS-B-1118 design make the Company's future uncertain. On May 18, 2005, after the USPS notification of non-renewal of the CBU contract, the Company's Board of Directors announced a restructuring plan to significantly reduce annual selling, general and administrative expenses. Most of these savings were achieved by relocating Company headquarters from leased facilities in Jamestown, NY to company-owned facilities in Grapevine, TX. As part of this restructuring the Company did not renew its building leases in Jamestown upon their respective expiration dates in September 2005 and November 2005 and relocated its headquarters to Grapevine, TX. Further, the Company discontinued its Jamestown based assembly operations, eliminated many of 37 salaried and hourly positions in Jamestown and froze benefits under its current pension plan covering employees in the United States. Due to the non-renewal of the CBU contract, all polycarbonate CBU assembly operations in Jamestown ceased in the fall of 2005.

The Company received a notice of default and reservation of rights letter in March 2005 from its lender regarding its term loan as a result of the non-renewal of the Company's CBU contract with the USPS. After discussions with its lender following the notice of the non-renewal of the USPS contract, the Company agreed to accelerate repayment of its term loan and has repaid the term loan in full. The Company also was verbally advised by this lender that its revolving line of credit was no longer available. The Company was advised by this lender that the outstanding mortgage loan would not be renewed upon maturity. On March 5, 2007, the Company entered into a credit agreement with a new lender. The new credit agreement established a $2,200,000 mortgage loan as well as a $750,000 revolving line of credit. The Company used borrowings under the new mortgage loan to refinance its prior mortgage loan.

The restructuring plan adopted by the Company's Board of Directors assumed that certain material changes in the operations of the Company will be sufficient to allow the Company to continue in operation despite the loss of its CBU contract with the USPS, which provided over 50% of the Company's annual sales revenues in 2004, and 2003. The Company recorded a provision of $2,329,000 in fiscal year 2005 to cover the costs of the restructuring plan. As part of this restructuring the Company did not renew its building leases in Jamestown upon their respective expiration dates in September 2005 and November 2005 and relocated its headquarters to Grapevine, TX. Further, the Company discontinued its Jamestown based assembly operations, eliminated many of 37 salaried and hourly positions in Jamestown and froze benefits under its current pension plan covering employees in the United States. The restructuring plan allowed the Company to significantly reduce annual selling, general and administrative expenses.

Business Segment Information

The Company, including its foreign subsidiary, is engaged primarily in one business: the sale of lockers, including coin, key-only and electronically controlled checking lockers and related locks and aluminum centralized mail and parcel distribution lockers.

Competition

While the Company is not aware of any reliable trade statistics, it believes that its subsidiaries, American Locker Security Systems, Inc. ("ALSSI") and Canadian Locker Co., are the dominant suppliers of key/coin controlled checking lockers in the United States and Canada. As a result of the introduction of the new specification and design for CBUs, the Company faces active competition from one or more manufacturers of postal locker products sold in the private market.

Raw Materials

Present sources of supplies and raw materials incorporated into the Company's metal, aluminum and plastic lockers and locks are generally considered to be adequate and are currently available in the market place.

The Company's metal coin operated and electronic lockers have been manufactured through mid-year 2006 by Signore pursuant to a manufacturing agreement that terminated effective May 24, 2006, except for the locks, which are manufactured by ALSSI. The Company's aluminum CBUs and mailboxes are manufactured and sold by the Company's subsidiary, SMC.

Patents

The Company owns a number of patents, none of which it considers to be material to the conduct of its business.

Employees

The Company and its subsidiaries actively employed 132 individuals on a full-time basis as of December 31, 2005, 10 of whom were based in Canada. The Company considers its relations with its employees to be satisfactory. None of the Company's employees are represented by a union.

Dependence on Material Customer

During 2005, 2004 and 2003, sales to one customer, the USPS, accounted for 21.4%, 53.9% and 52.7%, respectively, of net sales. In addition, sales of the current model polycarbonate and aluminum CBUs to the private market accounted for an additional 32.5%, 18.9% and 14.6% of the Company's sales in 2005, 2004 and 2003, respectively. In February 2005, the Company was notified that its contract with the USPS for polycarbonate and aluminum CBUs would not be renewed, and the contract expired on May 31, 2005.

Research and Development

The Company engages in research and development activities relating to new and improved products. It expended $32,000, $153,000 and $431,000, in 2005, 2004 and 2003, respectively, for such activity in its continuing businesses.

Compliance with Environmental Laws and Regulations

The Company's facilities and operations are subject to various federal, state and local laws and regulations relating to environmental protection and human health and safety. Some of these laws and

regulations may impose strict, joint and several liability on certain persons for the cost of investigation or remediation of contaminated properties. These persons may include former, current or future owners or operators of properties and persons who arranged for the disposal of hazardous substances. The Company's owned and leased real property may give rise to such investigation, remediation and monitoring liabilities under applicable environmental laws. In addition, anyone disposing of hazardous substances on such sites must comply with applicable environmental laws. Based on the information available to it, the Company believes that, with respect to its currently owned and leased properties, it is in material compliance with applicable federal, state and local environmental laws and regulations. See Item 3, Legal Proceedings, and Note 18—Contingencies to the Company's consolidated financial statements for further discussion with respect to the settlement of certain environmental litigation.

Backlog and Seasonality

Backlog of orders is not significant in the Company's business, as shipments usually are made shortly after orders are received. The Company's sales do not have marked seasonal variations.

Forward-Looking Information

This Annual Report on Form 10-K contains various "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve certain known and unknown risks and uncertainties, including, among others, those contained in Item 1, "Business," and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations". When used in this Annual Report on Form 10-K, the words "anticipates," "plans," "believes," "estimates," "intends," "expects," "projects," "will" and similar expressions may identify forward-looking statements, although not all forward-looking statements contain such words. Such statements, including, but not limited to, the Company's statements regarding business strategy, implementation of its restructuring plan, competition, new product development and liquidity and capital resources are based on management's beliefs, as well as on assumptions made by, and information currently available to, management, and involve various risks and uncertainties, some of which are beyond the Company's control. The Company's actual results could differ materially from those expressed in any forward-looking statement made by or on the Company's behalf. In light of these risks and uncertainties, there can be no assurance that the forward-looking information will in fact prove to be accurate. The Company has undertaken no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Available Information

The Company files with the U.S. Securities and Exchange Commission quarterly and annual reports on Forms 10-Q and 10-K, respectively, current reports on Form 8-K, and proxy statements pursuant to the Securities Exchange Act of 1934, in addition to other information as required. The public may read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580 Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1 (800) SEC-0330. The Company files this information with the SEC electronically, and the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The Company also maintains a website at http://www.americanlocker.com. The contents of the Company's website are not part of this Annual Report on Form 10-K.

Also, copies of the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act will be made available, free of charge, as soon as

reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC upon written request.

Item 1A. Risk Factors

The Company's results from continuing operations and its financial position could be adversely affected in the future by known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control. Some of these factors are described in more detail in this Annual Report on Form 10-K and in the Company's filings with the Securities and Exchange Commission. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair its business operations. Should one or more of any of these risks or uncertainties materialize, the Company's business, financial condition or results of operations could be materially adversely affected.

•: The restructuring plan adopted by the Company's Board of Directors assumes that certain material changes in the operations of the Company will be sufficient to allow the Company to continue in operation despite the loss of its CBU contract with the USPS, which provided over 50% of the Company's sales revenues in each of 2004 and 2003. If the restructuring plan, as it may be modified by the Company's Board of Directors from time to time to reflect changing conditions and circumstances, does not adequately reduce the Company's expenses, the Company's ability to remain in business would be adversely affected. Restructuring costs were substantially greater in 2005 than originally estimated at the time the restructuring plan was adopted by the Board of Directors.
•: The Company's restructuring plan contemplates that it will develop and commence sales of USPS-B-1118 CBU to the private market. Sales to the private market accounted for 32.5%, 18.9% and 14.6% of the Company's sales in 2005, 2004 and 2003, respectively. On May 8, 2007, the USPS notified the Company that, effective September 8, 2007, the USPS would no longer install its "arrow locks" on the Company's Model E CBU. The decertification of the Company's Model E CBU has occurred in conjunction with the USPS making available technical specifications of its successor USPS-B-1118 CBU. Accordingly, the Company is preparing its application to the USPS to become a licensed manufacturer of the USPS-B-1118, and will conduct a concurrent and ongoing internal cost analysis to determine whether it can manufacture that successor model profitably. The Company believes it will ultimately be approved by the USPS as a licensed manufacturer of the USPS-B-1118, although it could take between 6-8 months for the Company to be producing the USPS-B-1118 at current levels. If the Company is not able to timely obtain USPS approval, or determines not to pursue the manufacture of USPS-B-1118 CBU or otherwise experiences a delay that prevents it from being able to develop and commence sales of a replacement CBU in 2007, the Company's results of operations and its business and financial condition could be materially adversely affected. In particular, a further round of cost-cutting measures may become necessary if the Company determines not to pursue the manufacture of USPS-B-1118 CBU, the Company fails to receive approval from the USPS or the Company's development and commencement of sales of USPS-B-1118 CBU are significantly delayed beyond the currently contemplated estimates.
•: The Company has identified weaknesses in its internal controls and accounting systems and has proposed remedies; including changes in its accounting systems and the hiring of qualified accounting personnel to implement such remedies (see Item 9A, Controls and Procedures). If the Company is not able to effectively implement such remedies or hire such personnel, the Company may be subject to regulatory scrutiny and a loss of public confidence in its internal controls.

•

In addition to the foregoing risks and uncertainties, the Company faces additional risks and uncertainties relating to its business, including but not limited to the following:

•: The Company may seek to mitigate some of the adverse impact of rising costs of sales through price increases. The Company's ability to implement price increases is dependent on market conditions, economic factors, raw material costs and availability, competitive factors, operating costs and other factors, some of which are beyond the Company's control. Further, the benefits of any implemented price increases may be delayed due to manufacturing lead times and the terms of existing contracts.
•: Any decline in general economic conditions in the United States or any heightened threat of terrorist and military actions could adversely affect the Company's ability and the ability of its suppliers and customers to accurately forecast and plan future business activities. These conditions particularly impact customers operating theme parks, resorts and other travel-related businesses. As a result, customers could reduce their purchases of the Company's products or delay the timing of their purchases from the Company, either of which may have a material adverse effect on the Company's results of operations and business and financial condition.
•: The Company believes that its future success will depend in part upon its ability to develop, manufacture and successfully introduce new products, particularly the USPS-B-1118 CBU. The Company's ability to successfully develop, introduce and sell new products depends upon a variety of factors, including new product selection, timely and efficient completion of product design and development, timely and efficient implementation of manufacturing and assembly processes and effective sales and marketing initiatives related to the new products. Given the Company's current financial position, no assurances can be given that it will have enough capital on hand to develop, manufacture and successfully introduce new products, and a failure to do so would have a material adverse effect on the Company.
•: As a public company, the Company is subject to greater regulatory scrutiny than it would be if it were privately-held. In particular, the Company must adhere to various legal and auditing rules and procedures, the compliance with which is expensive and time-consuming. A failure on the part of the Company to comply with such rules and procedures would subject the Company to criminal and civil penalties. In addition, a significant portion of the Company's resources may need to be devoted to compliance matters, preventing the use of such resources for business expansion purposes.
•: The Company's future success will depend, to a substantial degree, upon the continued service of the key members of the Company's management team. Although the Company is not aware that any key personnel is planning to retire or leave in the near future, the loss of the services of any key member of the Company's management team, or their inability to perform services on the Company's behalf, could have a material adverse effect on the Company's results of operations and business and financial condition.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Description of Property

The location and approximate floor space of the Company's principal plants, warehouses and office facilities are as follows (* indicates leased facility):

Location	Subsidiary	Approximate Floor Space In Sq. Ft.		Use
Ellicottville, NY	American Locker Security Systems, Inc.—Lock Shop	12,800		Lock manufacturing service and repair
Toronto, Ontario	Canadian Locker Company, Ltd.	4,000	*	Coin-operated lockers and locks
Toronto, Ontario	Canadian Locker Company, Ltd.	3,000	*	Warehouse
Grapevine, TX	Altreco, Inc (Operated by Security Manufacturing Corporation)	70,000		Manufacturing and corporate headquarters
	TOTAL	89,800

The Company believes that its facilities, which are of varying ages and types of construction, and the machinery and equipment utilized in such facilities, are in good condition and are adequate for the Company's presently contemplated needs.

Item 3. Legal Proceedings

In April 2005, the Company entered into a settlement with plaintiffs in a lawsuit titled Roberta Raiport, et al. v. Gowanda Electronics Corp. and American Locker Group, Inc. which was pending in the State of New York Supreme Court, County of Cattaraugus. The suit involved property located in Gowanda, New York, which was sold by the Company to Gowanda Electronics Corp. prior to 1980. The plaintiffs, who are current or former property owners in Gowanda, New York, asserted that the defendants each operated machine shops at the site during their respective periods of ownership and that, as a result of such operations, soil and groundwater contamination occurred which has adversely affected the plaintiffs and the value of the plaintiffs' properties. According to the terms of the settlement agreement, the Company paid an aggregate of $1,225,000 to the plaintiffs who own property adjacent to the site and to the current owner of the property, Gowanda Electronics Corporation. Of this amount, $825,000 was paid in April 2005, $200,000 was paid in June 2005, and $200,000 was paid in August 2005. The Company's primary insurance carrier during the period of the ownership of the Gowanda property reimbursed the Company in the amount of $122,500 in return for a release of coverage against the underlying lawsuit. This settlement, less of anticipated insurance proceeds, resulted in a charge to pre-tax operating results in the fourth quarter of 2004 of $1,102,500. This settlement does not resolve the Company's potential liability described below with respect to remediation of offsite contamination which allegedly migrated from this site.

initial construction and a total of $1,997,000 with respect to expected operation and maintenance expenses over a 30-year period after completion of initial construction. The Company has not conceded to the NYSDEC that the Company is liable with respect to this matter and has not agreed with the NYSDEC that the remediation plan selected by NYSDEC is the most appropriate plan. This matter has not been litigated, and at the present time the Company has only been identified as a PRP. The Company also believes that other parties may have been identified by the NYSDEC as PRPs, and the allocation of financial responsibility of such parties has not been litigated. Based upon currently available information, the Company is unable to estimate timing with respect to the resolution of this matter. The NYSDEC has not commenced implementation of the remedial plan and has not indicated when construction will start, if ever. The Company's primary insurance carrier has assumed the cost of the Company's defense in this matter, subject to a reservation of rights.

Beginning in September 1998 and continuing through 2007, the Company has been named as an additional defendant in approximately 160 cases pending in state court in Massachusetts. The plaintiffs in each case assert that a division of the Company manufactured and furnished components containing asbestos to a shipyard during the period from 1948 to 1972 and that injury resulted from exposure to such products. The assets of this division were sold by the Company in 1973. During the process of discovery in certain of these actions, documents from sources outside the Company have been produced which indicate that the Company appears to have been included in the chain of title for certain wall panels which contained asbestos and which were delivered to the Massachusetts shipyards. Defense of these cases has been assumed by the Company's insurance carrier, subject to a reservation of rights. Settlement agreements have been entered in approximately 20 cases with funds authorized and provided by the Company's insurance carrier. Further, over 100 cases have been terminated as to the Company without liability to the Company under Massachusetts procedural rules. Therefore, the balance of unresolved cases against the Company as of June 18, 2007 is approximately 40 cases.

While the Company cannot predict what the ultimate resolution of these asbestos cases may be because the discovery proceedings on the cases are not complete, based upon the Company's experience to date with similar cases, as well as the assumption that insurance coverage will continue to be provided with respect to these case, at the present time, the Company does not believe that the outcome of these cases will have a significant adverse impact on the Company's operations or financial condition.

The Company is involved in other claims and litigation from time to time in the normal course of business. The Company does not believe these matters will have a significant adverse impact on the Company's operations or financial condition.

Item 4. Submission of Matters to a Vote of Security Holders

The Company's Annual Meeting of Stockholders was held on December 15, 2005. The only matter voted upon was the election of six directors. No other business came before the meeting. The result of the voting in the election of directors was as follows:

	For	Withheld
Election of directors:
Edward F. Ruttenberg	1,404,301	57,686
Alan H. Finegold	1,369,051	92,936
John E. Harris	1,414,499	47,488
Harold S. Rabin	1,368,451	93,536
Mary A. Stanford	1,409,811	52,176
James T. Vanasek	1,452,949	9,038

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

The Company's common stock, par value $1.00 per share, is not listed on any exchange. As of the opening of business on April 3, 2006, the Company voluntarily delisted its Common Stock from the Nasdaq Stock Market. The last trading day for the Company's Common Stock on the Nasdaq National Market was Friday, March 31, 2006. The Company's Common Stock currently is quoted on The Pink Sheets under the symbol "ALGI.PK". The following table shows the range of the low and high sale prices for the Company's common stock in each of the calendar quarters indicated.

Per Common Share
Market Price

2005	High		Low
First Quarter	$	14.99	$	5.13
Second Quarter		6.50		3.62
Third Quarter		6.15		4.00
Fourth Quarter		5.95		3.75

2004	High		Low
First Quarter	$	12.00	$	10.26
Second Quarter		12.17		10.63
Third Quarter		10.00		9.48
Fourth Quarter		16.37		10.00

The closing price of our common stock as of June 29, 2007, was $4.00. The Company had 902 security holders of record as of that date.

The Company has not paid dividends on its common stock in the 2004 and 2005 fiscal years, or since then, and does not presently plan to pay dividends in the foreseeable future. The Company currently expects that earnings will be retained and reinvested to support either business growth or debt reduction.

Item 6. Selected Financial Data

The following table sets forth selected historical financial data of the Company as of, and for the years ended December 31, 2005, 2004, 2003, 2002 and 2001. The historical selected financial information derived from the Company's audited financial information may not be indicative of the Company's future performance and should be read in conjunction with the information contained in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. The below amounts include the results of SMC since its acquisition by the Company on July 6, 2001.

	2005			2004		2003		2002		2001
				(Restated)		(Restated)		(Restated)		(Restated)
Sales	$	32,303,689		$	49,653,129	$	39,738,702	$	41,120,837	$	40,113,794
Income (loss) before income taxes		(9,274,212	)		4,479,024		3,561,477		4,972,307		4,939,946
Income taxes		(1,182,314	)		1,797,990		1,398,247		1,949,479		1,879,585
Net income (loss)		(8,091,898	)		2,681,034		2,163,230		3,022,828		3,060,361
Earnings (loss) per share—basic		(5.25	)		1.75		1.42		1.57		1.49
Earnings (loss) per share—diluted		(5.25	)		1.72		1.39		1.54		1.47
Weighted average common shares outstanding—basic		1,540,179			1,534,146		1,523,429		1,921,612		2,053,838
Weighted average common shares outstanding—diluted		1,540,179			1,557,931		1,554,328		1,957,561		2,083,484
Dividends declared		0.00			0.00		0.00		0.00		0.00
Interest expense		333,389			456,865		529,642		670,144		441,773
Depreciation and amortization expense		562,078			706,929		893,236		974,165		956,430
Expenditures for property, plant and equipment		475,775			280,562		543,146		316,180		801,009
YEAR-END POSITION
Total assets		15,099,389			28,861,930		25,873,480		25,034,616		29,735,420
Long-term debt, including current portion(1)		2,316,210			6,668,596		8,305,487		9,933,813		11,578,687
Stockholders' equity		8,472,164			16,549,549		13,984,409		11,687,180		14,553,876
Stockholders' equity per share (2)		5.48			10.79		9.12		7.70		7.12
Common shares outstanding at year-end		1,546,146			1,534,146		1,534,146		1,517,146		2,043,046
Number of employees		132			149		154		161		198

(1): Including long-term debt in default and due upon demand at December 31, 2005.
(2): Based on shares outstanding at December 31, 2005.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies and Estimates

The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and the accompanying notes. On an on-going basis, the Company evaluates its estimates, including those related to product returns, bad debts, inventories, intangible assets, income taxes, pensions and other post-retirement benefits, and contingencies and litigation. The Company bases its estimates on experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company believes that the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Revenue Recognition

The Company recognizes revenue at the point of passage of title, which is at the time of shipment to the customer. The Company derived approximately 34.0% of its revenue in 2005 from sales to distributors. These distributors do not have a right to return unsold products, however returns may be permitted in specific situations. Historically returns have not been significant.

Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management uses judgmental factors such as customer's payment history and the general economic climate, as well as considering the age of and past due status of invoices in assessing collectiblity and establishing the allowance for doubtful accounts. If the financial condition of the Company's customers were to deteriorate, resulting in an inability to make payments, an increase in the allowance resulting in a charge to expense would be required.

Inventories

The Company records reserves for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions and management's review of existing inventory. If actual demand and market conditions are less favorable than those projected by management, additional inventory reserves resulting in a charge to expense would be required.

Goodwill

As discussed in Note 3—Summary of Significant Accounting Policies to the Company's financial statements, the Company had recorded Goodwill of $6,155,000, in connection with the acquisition of SMC in 2001. Beginning in 2002, the Company, in accordance with the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, performed the required goodwill impairment tests. These tests were performed annually at the beginning of the fourth calendar quarter. In assessing impairment, the Company made assumptions regarding future cash flows and other factors to determine the fair value of the respective net assets. Based upon these tests, no impairment was determined to exist through December 31, 2004.

In February of 2005, the Company was notified that its contract with USPS for polycarbonate and Aluminum CBUs would not be renewed. This contract expired May 31, 2005. Due to the significant reduction in business resulting from the loss of the USPS contract, it was determined that the fair value of the Company had declined significantly. After the loss of the contract, management concluded that the fair value of the Company was not in excess of the carrying value of the underlying tangible assets, indicating that there is no longer value attributable to goodwill. Accordingly, the Company recorded an impairment charge of approximately $6,155,000 against its operating results in the first quarter of 2005.

Property, Plant and Equipment

Property, plant and equipment is stated at cost. Depreciation is computed by the straight-line and declining-balance methods for financial reporting purposes and by accelerated methods for income tax purposes. Estimated useful lives for financial reporting purposes are 20 to 40 years for buildings and leasehold improvements and three to 12 years for machinery and equipment. Expenditures for repairs and maintenance are expensed as incurred. Gains and losses resulting from the sale or disposal of property and equipment are included in other income.

In accordance with Financial Accounting Standards Board Statement No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets," long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of those assets may not be recoverable. The Company uses undiscounted cash flows to determine whether impairment exists and measures any impairment loss using discounted cash flows. As discussed in Note 1—Basis of Presentation to the Company's financial statements, the Company implemented a restructuring plan as a result of the loss of the USPS contract discussed above. As part of the restructuring plan adopted in 2005, the Company recorded an impairment charge of approximately $92,000 in 2005.

Pension Assumptions

The Company maintains a defined benefit plan covering its U.S. employees and a separate defined benefit plan covering its Canadian employees. The accounting for the plans is based in part on certain assumptions that are uncertain and that could have a material impact on the financial statements if different reasonable assumptions were used. The assumptions for return on assets reflect the rates of earnings expected on funds invested or to be invested to provide for benefits included in the projected benefit obligation. The assumed rates of return of 7.5% and 7.0% used in 2005 for the U.S. and Canadian plans, respectively, were determined based on a forecasted rate of return for a portfolio invested 50% in equities and 50% in bonds. In addition to the assumptions related to the expected return on assets, assumptions for the rates of compensation increase and discount rate were also made. The rates of compensation increase used in determining the 2005 pension costs were 4.0% and 2.0% for the U.S. and Canadian plans, respectively, and were determined using projections of inflation and real wage increase assumptions. The discount rates used in determining the 2005 pension costs were 5.75% and 6.0% for the U.S. and Canadian plans, respectively. Consistent with prior years, for both plans the Company uses a discount rate that approximates the average AA corporate bond rate.

Effective July 15, 2005, the Company froze the accrual of any additional benefits under the U.S. plan. In addition to the freeze, the Company also made a partial settlement of certain benefit obligations. The settlement resulted in a reduction of plan assets and an equal reduction of the projected benefit obligation of $1,128,693. The impact of freezing the plan was a settlement loss of $239,000 and a curtailment loss of $14,000 in the fiscal year ended December 31, 2005.

Deferred Income Tax Assets

The Company had net deferred tax assets of approximately $1,323,009 at December 31, 2005. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The ultimate realization of the deferred income tax assets are primarily dependent on generating sufficient future taxable income or being able to carryback any taxable losses and claim refunds against previously paid income taxes. The Company has historically had taxable income and believes its net deferred income tax assets at December 31, 2005, are realizable. If future operating results continue to generate taxable losses, it may be necessary to provide valuation allowances to reduce the amount of the deferred income tax assets to realizable value.

Recoverable Income Taxes

Recoverable income taxes at December 31, 2005 total $1,039,000 and represent refund claims. In 2006, the Company amended certain prior year tax filings, and generated a claim in 2005 for refundable research and development tax credits, these refund claims totaled $411,000 at December 31, 2005. In addition, the recoverable income taxes at December 31, 2005 also include estimated tax payments made in 2005 in excess of the 2005 income taxes estimated to be currently payable, totaling $77,000.

Results of Operations—2005 Compared to 2004

Overall Results and Outlook

The Company had consolidated net sales of $32,303,689 in 2005, a decrease of $16,719,728, or 34.1%, compared to the prior year record sales of $49,023,417. This decrease was attributable primarily to the loss of the USPS contract discussed above. As a result, pre-tax operating results declined from a reported pre-tax income of $4,479,024 in 2004 to a pre-tax loss of $9,274,212 in 2005 after accounting for one-time charges of $2,329,191 for restructuring charges and $6,155,204 impairment charge related to the write-down of previously recorded goodwill. After tax operating results declined from a reported net income of $2,681,034 in 2004 to a net loss of $8,091,898 in 2005. Net loss per share on a diluted basis was $5.25 per share in 2005, down from a net income per share of $1.72 in the previous year.

Non-Renewal of USPS Contract

On February 8, 2005, the Company announced that it was notified that its contract with the United States Postal Service (USPS) for polycarbonate and aluminum cluster box units (CBUs) would not be renewed, and the contract expired on May 31, 2005. During 2005, 2004 and 2003, sales to the USPS accounted for 21.4%, 53.9%, and 52.7%, respectively, of the Company's net sales. In addition, sales of the current model polycarbonate and aluminum CBUs to the private market accounted for an additional 32.5%, 18.6%, and 14.6% of the Company's sales in 2005, 2004 and 2003, respectively. Since May 31, 2005, the Company has experienced continuing sales of its current aluminum CBU model (Model E) to the private market. On May 8, 2007, the USPS notified the Company that, effective September 8, 2007, the USPS would no longer install its "arrow locks" on the Company's Model E CBU. The USPS decertification of the Company's Model 1118E CBU has occurred in conjunction with the USPS making available technical specifications of its successor USPS-B-1118 CBU. Accordingly, the Company is preparing its application to the USPS to become a licensed manufacturer of the USPS-B-1118, and will conduct a concurrent and ongoing internal cost analysis to determine whether it can manufacture that successor model profitably. The Company believes that it will ultimately be approved by the USPS as a licensed manufacturer of the USPS-B-1118, although it could take between

6-8 months for the Company to be producing the USPS-B-1118 at current levels. The Company will continue to sell existing inventories of the Model E CBU through August 2007, and it does not presently anticipate that it will incur material inventory write-offs as a result of such decertification. After August 2007, the Company's revenues will be adversely affected by this decertification until such time as the Company has received USPS approval to manufacture the USPS-B-1118 and has commenced manufacture and sale of those units.

Restructuring Plan

The Board of Directors formed a Restructuring Committee for the purposes of selecting a financial advisor and evaluating a restructuring plan. In March 2005, following Board approval, the Company announced that it had retained Compass Advisory Partners, LLC ("Compass") to provide strategic consulting services to the Company with respect to potential restructuring and cost reductions necessitated by the non-renewal of the USPS CBU contract. The Restructuring Committee, in consultation with Compass, undertook a review of the Company's financial position and business and operations. In particular, the Restructuring Committee and Compass reviewed (i) the financial impact of the loss of the Company's CBU contract with the USPS; (ii) the economics of the Signore manufacturing agreement; (iii) the prospects for new product development, including emphasis on the 1118F series aluminum CBUs; (iv) an emphasis on cash generation and retention during the restructuring phase.

The loss of revenues resulting from the non-renewal of the Company's CBU contract with the USPS, the potential loss of sales of CBUs in the private market during the transition to the USPS-B-1118 design and the status of the 1118 CBU design and drawing package make the Company's future uncertain. In May 2005, after the USPS notification of non-renewal of the CBU contract, the Company's Board of Directors announced a restructuring plan designed to significantly reduce annual selling, general and administrative expenses. Most of these savings are to be achieved by the relocation of the Company headquarters from leased facilities in Jamestown, NY to company-owned facilities in Grapevine, TX. As part of this restructuring the Company did not renew its building leases in Jamestown upon their respective expiration dates in September 2005 and November 2005 and relocated its headquarters to Grapevine, TX. Further, the Company discontinued its Jamestown-based assembly operations, eliminated many of 37 salaried and hourly positions in Jamestown. Further, the Company froze certain retirement benefits under its current defined benefit pension plan. Due to the non-renewal of the CBU contract, all polycarbonate CBU assembly operations in Jamestown ceased in the fall of 2005.

The restructuring plan also addressed the Company's existing debt structure and future working capital needs. In March of 2005, as a result of the non-renewal of the USPS contract, the Company received from its primary lender a notice of default and reservation of rights letter. As a result, the

Company agreed to accelerate its scheduled repayments on its then outstanding term loan, repaying it in full ($3,150,000) during 2005. At the same time, the Company was advised by the lender that its revolving line of credit would no longer be available.

In March of 2007, the Company successfully negotiated a new credit facility with the F&M Bank and Trust Company. The new credit facility consists of a $2,200,000 term loan, the proceeds of which was used to repay the then existing mortgage loan, and a $750,000 revolving line of credit.

By entering into a new credit agreement with a new lender, the Company expects to have adequate cash to meet its debt obligations and have sufficient working capital to meet its current operational needs. The Company's long term working capital needs are contingent upon successful development and sale by the Company to the private market of the new USPS-B-1118 CBU.

Net Sales

Consolidated sales in 2005 amounted to $32,303,689, of which 28.3% were plastic lockers which included polycarbonate CBU's and Outdoor Parcel Lockers (OPLs). The remainder of the Company's consolidated sales consisted primarily of sales of metal storage lockers (coin-op, temporary storage, electronic keyless and service) and metal postal lockers (aluminum CBUs, indoor mailboxes and collection boxes). These Metal Locker Products amounted to 71.7% of total consolidated sales in 2005; an increase of $1,565,000 due primarily to increased sales of aluminum CBUs at SMC and increased locker sales at Canadian Locker Company and at ALSSI.

In 2004, consolidated sales were $49,653,129, of which 56.5% were plastic lockers sold to the USPS and the private market. Consolidated sales for 2004 include a one-time sale to the USPS in the third quarter of 2004 of approximately $7,000,000. Sales by general product group for the last two years were as follows:

		2005			(Restated) 2004			Percentage Increase (Decrease)
Plastic Locker Sales		$	9,142,000		$	28,056,000		(67.4	)%
Metal Locker Products			23,162,000			21,597,000		7.2	%

Cost of Sales

Consolidated cost of sales as a percentage of sales was 74.0% in 2005 as compared to 69.8% in 2004. The increase in cost as a percentage of sales is a direct result of higher material costs that were not able to be completely passed through to the customer and increased allocable overhead costs resulting from the lower volume of shipments and production.

The Company also evaluated its inventory for impairment and expected losses and the Company recorded an inventory impairment charge of $147,000 and accrued $125,000 for an anticipated loss on committed purchase orders. The expense was included in cost of sales for the quarter ended March 31, 2005.

Selling, General and Administrative Expenses

Selling, general and administrative expenses decreased by $626,674 to $8,488,771 in 2005 compared to $9,115,445 in 2004. The decrease in 2005 was primarily due to a reduction in personnel related expenses as a result of the implementation of the restructuring plan partially offset by an increase of $161,000 in freight charges caused by higher fuel prices.

Asset Impairment—Goodwill

Due to the significance of the reduction in business volume resulting from the loss of the USPS contract, which expired May 31, 2005, management determined that the fair value of the Company had declined significantly. In accordance with FAS No. 142, "Goodwill and Other Tangible Assets", the carrying value of goodwill is tested for impairment when such events occur and a charge to earnings is required for any identified impairments. This charge to earnings is to be recorded in the period in which the events causing impairment occurred. Based on management's recent analysis, the fair value of the Company, after learning of the loss of the USPS contract on February 8, 2005, is no longer in excess of the carrying value of the net underlying assets, including goodwill. The second step of the Company's test for impairment indicated that no goodwill exists. Accordingly, the Company recorded an impairment charge of $6,155,204 in the quarter ended March 31, 2005.

Restructuring Costs

In May 2005, the Company announced that it would undertake restructuring initiatives to realign its organization in response to the loss of its CBU contract with the USPS. The Company's plan calls for significant reductions in selling, general and administrative costs. A majority of the cost reductions was realized by relocating the Company's headquarters, from leased facilities in Jamestown, NY to a Company-owned facility on Grapevine, TX. In addition, savings will be realized by eliminating certain corporate level staff and several satellite sales offices. To implement the restructuring plan the Company incurring aggregate impairment charges (exclusive of goodwill impairment) and costs of approximately $2,329,191. In accordance with Financial Accounting Standards (FAS) No. 146 "Accounting for Costs Associated with Exit or Disposal Activities", costs associated with an exit or disposal activity are recognized when the associated liabilities are incurred.

Other Income and Expense—Net

In 2005, other expense in excess of other income totaled $452,620 compared to other income in excess of other expenses of $120,224 in 2004. In 2005, the Company realized an $84,000 loss on the disposal of certain assets, paid $238,000 in professional fees on income tax recovery matters and a $40,000 pre-payment penalty to the Company's former principal lender.

Interest Expense

Interest expense decreased by $123,476 in 2005 to $333,389 compared to $456,865 in 2004. The decrease is the result of lower average outstanding debt balances due to the accelerated term loan repayments and scheduled mortgage loan repayments totaling $4,352,386 during 2005. No new debt borrowings were incurred in 2005. Further, during 2005 the Company did not have any outstanding borrowings under its line of credit.

Income Taxes

In 2005, the Company recorded an income tax benefit of $1,182,314 compared to income tax expense of $1,797,990 in 2004. The effective tax rate determined as the percentage of the tax benefit or expense to the pre-tax loss or pre-tax income was 12.8% in 2005 compared to 40% in 2004. The lower effective tax rate in 2005 results principally from the non-deductible charge for the impairment of goodwill.

Results of Operations—2004 Compared to 2003

Net Sales

Consolidated sales in 2004 amounted to $49,653,129, of which 56.5% were plastic lockers which included polycarbonate CBUs and OPLs sold to the USPS and the private market. Consolidated sales for 2004 include the results of an approximately $7 million bulk order for CBUs delivered to the USPS in the third quarter of 2004. The remainder of the Company's consolidated sales consisted primarily of sales of metal storage lockers (coin-op, temporary storage, electronic keyless and service) and metal postal lockers (aluminum CBUs, indoor mailboxes and collection boxes). This metal product group amounted to 43.5% of total consolidated sales in 2004; its increase in sales of $3,972,000 was due primarily to increased sales of aluminum CBUs at SMC and locker sales at Canadian Locker Company offset by a decrease of $955,000 in sales at ALSSI. Sales by general product group for the last two years were as follows:

		(Restated) 2004			(Restated) 2003			Percentage Increase (Decrease)
Plastic Locker Sales		$	28,056,000		$	22,114,000		26.9	%
Metal Product Group			21,597,000			17,625,000		22.5	%

Cost of Sales

Consolidated cost of sales as a percentage of sales was 69.8% in 2004 compared to 68.6% in 2003. The increase in 2004 was the result of raw material price increases for steel and aluminum, depending on the type and grade, which were offset by increased overhead absorption resulting from the higher volume in USPS shipments.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $563,000 in 2004 over 2003, due primarily to increases in freight charges of $324,000 for fuel surcharges, pension expenses of $70,000 and bad debt expenses of $50,000, as well as increased sales activity.

Interest Expense

Interest expense decreased by $73,000 in 2004 over 2003 as a result of lower outstanding debt as the Company continued to make scheduled payments on its outstanding debt. No new debt was incurred in 2004.

Income Taxes

Income taxes increased by $400,000 in 2004 over 2003 due to an increase in income before taxes. The effective tax rates in 2004 and 2003 were 40% and 39%, respectively.

Liquidity and Sources of Capital

The Company's liquidity is reflected by its current ratio, which is the ratio of current assets to current liabilities, and its working capital, which the excess of current assets over current liabilities. These measures of liquidity were as follows:

	As of December 31,
	2005		2004
Current Ratio		3.2 to 1		1.6 to 1
Working Capital	$	7,361,525	$	6,608,787

The increase in working capital relates primarily to the restructuring of the Company's long-term debt agreements. At December 31, 2005, the Company was in technical default of its long-term debt agreement with its then primary lender, rendering the entire $6,668,596 outstanding balance due upon demand. During 2005, the Company repaid $4,352,386 of the outstanding debt and in March of 2007, entered into a new long-term debt agreement with a new principal lender.

As a result of securing the new debt facility, in March 2007, the Company used the proceeds of a new $2,200,000 term loan to repay the then existing mortgage. Accordingly, the mortgage note balance outstanding at December 31, 2005 was classified as to current and long-term under its originally scheduled payment terms. In 2004, the entire mortgage balance was considered as a current liability as it was in technical default and the Company had no known plans to remedy the default.

The new term loan is payable in monthly installments of $22,493 including accrued interest at prime plus .75%.

The Company's policy is to maintain modern equipment and adequate capacity. During 2005, 2004 and 2003 the Company expended $476,000, $281,000 and $543,000, respectively, for capital additions. Capital expenditures in all three years were financed principally from operations. The Company expects capital expenditures in 2006 to fall within the range of expenditures made in the last three years. It is expected that capital expenditures will be funded from cash on hand.

Contractual Obligations

The Company has contractual obligations as of December 31, 2005 relating to long-term and current debt, operating lease arrangements and purchase obligations. The Company does not guarantee the debt of any third parties. All of the Company's subsidiaries are 100% owned by the Company and are included in its consolidated financial statements. Total payments to be made under long-term debt, operating leases and purchase obligations are as follows:

		Payments due by period
		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term debt obligations		$	2,316,210	$	121,316	$	2,194,894		—	—
Operating lease obligations			143,000		78,000		63,000		2,000	—
Purchase obligations			—		—		—		—	—

	Total	$	2,459,210	$	199,316	$	2,257,894	$	2,000	—

The above amounts for long-term debt do not include interest.

The Company has had continuing obligations under its U.S. and Canadian defined benefit pension plans. This is a funded plan under which the Company is required to make contributions to meet ERISA and Canadian funding requirements. The Company's contributions to the plans have ranged from approximately $100,000 to $400,000 over the last four years. The required funding is based on actuarial calculations that take into account various actuarial results and certain assumptions. Contributions to the plans for the year ended December 31, 2005 totaled $408,000.

As part of its restructuring plan necessitated by the non-renewal of the USPS contract discussed above, the Company froze its obligations under the U.S. defined benefit plan such that after July 15, 2005 no benefits will accrue under this plan.

The Company does not have any off-balance sheet arrangements with unconsolidated entities or other persons.

Related Party Transactions

The Chairman and Chief Executive Officer of the Company is a stockholder and director of Rollform of Jamestown Inc., a rollforming company. One of the Company's subsidiaries purchased $90,000, $245,000 and $151,000 of fabricated parts from Rollform of Jamestown, Inc. in 2005, 2004 and 2003, respectively.

Alan H. Finegold, a director of the Company through 2007, was paid $197,000, $20,000 and $55,000 for consulting and legal services to the Company in 2005, 2004 and 2003, respectively. Consulting services were provided pursuant to a consulting arrangement which was terminated in 2005. Amounts due Mr. Finegold and included in accounts payable at December 31, 2005 and 2004 totaled $32,000 and $0, respectively. Mr. Finegold resigned as a director of the Company effective January 2, 2007.

Roy J. Glosser, a former director and officer of the Company is related to the Chairman of the Board of Signore, Inc., a vendor that supplies metal lockers. Purchases from Signore, Inc. totaled $3,310,000, $2,990,000, and $2,751,000 in 2005, 2004 and 2003, respectively. Amounts due Signore, Inc. and included in accounts payable at December 31, 2005 and 2004 totaled $263,000 and $230,000, respectively. The Company terminated its relationship with Signore, Inc. in 2006. See Note 19 to the consolidated financial statements.

Other Agreements

During 2002, the Company entered into agreements to become 5% members of two limited liability companies (LLCs). Third parties formed the LLCs in order to provide luggage cart services at two U.S. airports. The Company has sold luggage cart products to these LLCs. The Company contemplates a sale of its luggage cart assets and may not be in a position to make further sales to these LLCs. The governing documents of the LLCs provide that the Company does not share in the distribution of cash flow or profits and losses of the LLCs through 2007, nor is the Company required to make any capital contribution to the LLCs. Ownership by the Company of a minority interest in the LLCs had no impact on the Company's 2005 operating results or financial position, and is not expected to have any material impact in the future.

Impact of Inflation and Changing Prices

Inflation in raw material and other prices has become an increasing factor in the general economy, and the Company continues to seek ways to mitigate its impact. For example, the Company experienced significant increases in steel and aluminum prices in 2005. To the extent permitted by competition, the Company passes increased costs on to its customers by increasing sales prices over time.

The Company intends to seek additional ways to control the administrative costs necessary to successfully run the business. By controlling these costs such as pension costs discussed above, the Company can continue to competitively price its products with other top quality locker manufacturers and distributors.

The Company uses the LIFO method of accounting for over 60% of its inventory. This method tends to match current costs with current revenues. During inflationary periods, it reduces reported income, thereby reducing taxes, which improves cash flow.

Market Risks

Raw Materials

The Company does not have any long-term commitments for the purchase of raw materials. In respect to its products which use steel, aluminum and plastic, the Company expects that any raw material price changes would be reflected in adjusted sales prices. The Company believes that the risk of supply interruptions due to such matters as strikes at the source of supply or to logistics systems is limited. Present sources of supplies and raw materials incorporated into the Company's products are generally considered to be adequate and are currently available in the marketplace.

Foreign Currency

The Company's Canadian operation subjects the Company to foreign currency risk, though it is not considered a significant risk since the Canadian operation's net assets represent 10% of the Company's aggregate net assets at December 31, 2005. Presently, management does not hedge its foreign currency risk.

Interest Rate Risks

The Company had an 8.04% fixed interest rate on its outstanding mortgage loan at December 31, 2005. On March 5, 2007, the Company entered into a new credit agreement which provided a $2,200,000 term loan, the proceeds of which were used to repay the then outstanding mortgage balance, and a $750,000 line of credit. These loans bear interest at the Bank's prime rate plus .75%.

Effect of New Accounting Guidance

The Financial Accounting Standards Board (FASB) issued SFAS No. 123(R)—"Share Based Payment" during December 2004. SFAS 123(R) is effective for fiscal years beginning after June 15, 2005 and will require the Company to recognize compensation expense in an amount equal to the fair value of share based payments. The impact of SFAS 123(R) will not have a material impact on stock options currently issued, but may in the future if additional stock options are issued (See Note 11—Stock Options).

The FASB has also issued SFAS No. 151—"Inventory Costs—An Amendment to ARB No. 43, Chapter 4" effective for fiscal years beginning after June 15, 2005. SFAS 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs and wasted materials (spoilage) should be recognized as current period charges. The adoption of SFAS No. 151 is not expected to materially affect our financial position or results of operations.

In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109" (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The provisions of FIN 48 are effective for the company beginning with the first quarter of fiscal 2007. The Company is in the process of evaluating the impact of implementing FIN 48.

In September 2006, the FASB issued SFAS NO. 157, "Fair Value Measurements." SFAS 157 defines fair value, establishes a framework for measuring fair value and requires additional disclosures about fair value measurements. The provisions of SFAS 157 are effective for the company beginning with the first quarter of fiscal 2008. The Company is in the process of evaluating the impact of implementing SFAS 157.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)." This pronouncement requires an employer to make certain recognitions, measurements, and disclosures regarding defined benefit postretirement plans. The provisions of SFAS 158 are effective for the Company beginning with fiscal year ending December 31, 2006. The adoption of SFAS No. 158 is not expected to materially affect our financial position or results of operations.

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 108, "Considering the Effects of Prior Year Misstatements in Current Year Financial Statements ("SAB 108"). SAB 108 provides guidance on consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 is effective for the Company beginning with fiscal year ending December 31, 2006. The adoption of SAB No. 108 is not expected to materially affect our financial position or results of operations.

Quotation of Common Stock

As of the opening of business on April 3, 2006, the Company voluntarily delisted its Common Stock from the NASDAQ Stock Market. The last trading day for the Company's Common Stock on the NASDAQ National Market was Friday, March 31, 2006. The Company's Common Stock currently is quoted on The Pink Sheets under the symbol "ALGI.PK".

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The information required is reported under "Impact of Inflation and Changing Prices" and "Market Risks" in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
American Locker Group Incorporated

We have audited the accompanying consolidated balance sheet of American Locker Group Incorporated and Subsidiaries (the Company) as of December 31, 2005 and the related consolidated statements of operations, stockholders' equity and cash flows for the year then ended. Our audit also included the financial statement schedule listed in the index at Item 15(a). These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of American Locker Group Incorporated and Subsidiaries as of December 31, 2005 and the consolidated results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the 2004 and 2003 financial statements have been restated to correct errors for a Canadian defined benefit pension plan and freight billed to customers.

We have also audited the adjustments described in Note 2 that were applied to restate the 2003 consolidated financial statements for the errors described in the preceding paragraph. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review or apply any procedures to the 2003 consolidated financial statements and, accordingly, we do not express an opinion or any other form of assurance on the 2003 consolidated financial statements as a whole.

/s/ Travis, Wolff & Company, L.L.P.

Dallas, Texas
August 30, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
American Locker Group Incorporated

We have audited the accompanying consolidated balance sheet of American Locker Group Incorporated and Subsidiaries as of December 31, 2004, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended. Our audit also included the financial statement schedule listed in the index at Item 15(a). These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audit.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of American Locker Group Incorporated and Subsidiaries as of December 31, 2004, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, the 2004 financial statements have been restated to correct errors in accounting for a Canadian defined benefit pension plan and freight billed to customers.

Our original report dated March 18, 2005 and May 12, 2005 included an explanatory paragraph which addressed circumstances that raised substantial doubt about the Company's ability to continue as a going concern. As discussed further in paragraph 4 of Note 6 and in Note 20, the Company agreed to accelerate repayment of its term loan and subsequent to year end has repaid the term loan in full and on March 5, 2007 the Company entered into new credit agreements. The resolution of the event of default has resolved the uncertainty which gave rise to the original explanatory paragraph.

/s/ Schneider Downs & Co., Inc.

Pittsburgh, Pennsylvania
March 18, 2005, except for Note 1, paragraphs 2 through 9(now paragraphs 2, 4 and 5), and Note 17 (no longer included herein), as to which the date is May 12, 2005, and except for Note 2, Note 6 paragraph 4, and Note 20, as to which the date is August 31, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
American Locker Group Incorporated:

We have audited, before the effects of the adjustments for the correction of the errors described in Note 2 to the financial statements, the consolidated statements of operations, stockholders' equity and cash flows of American Locker Group Incorporated and Subsidiaries for the year ended December 31, 2003 (the 2003 financial statements before the effects of the adjustments discussed in Note 2 are not presented herein). Our audit also includes the financial statement schedule listed in the Index at Item 15(a). The financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, except for the errors described in Note 2, the 2003 financial statements present fairly, in all material respects, the consolidated results of operations and cash flows of American Locker Group Incorporated and Subsidiaries for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We were not engaged to audit, review, or apply any procedures to the adjustments for the correction of the errors described in Note 2 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by Travis, Wolff & Company, LLP.

/s/ Ernst & Young LLP

Buffalo, New York
February 24, 2004

American Locker Group Incorporated and Subsidiaries

Consolidated Balance Sheets

		December 31
		2005			(Restated) 2004
Assets
Current assets:
	Cash and cash equivalents	$	1,278,015		$	5,780,215
	Accounts and notes receivable, less allowance for doubtful accounts of $120,000 in 2005 and $232,000 in 2004		3,966,875			4,402,840
	Inventories, net		3,066,287			6,463,496
	Prepaid expenses		50,873			136,316
	Income tax receivable		1,038,729			—
	Deferred income taxes		1,265,684			1,300,230

Total current assets			10,666,463			18,083,097
Property, plant and equipment:
	Land		500,500			500,500
	Buildings		3,411,817			3,463,205
	Machinery and equipment		7,024,835			11,775,088

			10,937,152			15,738,793
	Less allowance for depreciation		(6,561,552	)		(11,154,157	)

			4,375,600			4,584,636
Deferred income taxes			57,326			24,558
Goodwill			—			6,155,204
Other assets			—			14,435

Total assets		$	15,099,389		$	28,861,930

The accompanying notes are an integral part of these financial statements.

			December 31
			2005			(Restated) 2004
Liabilities and stockholders' equity
Current liabilities:
	Current portion of long-term debt		$	138,168		$	6,668,596
	Accounts payable			2,296,168			1,974,460
	Commissions, salaries, wages and taxes thereon			159,881			602,803
	Accrued environmental settlement			—			1,102,500
	Other accrued expenses and current liabilities			710,721			671,892
	Income taxes payable			—			454,059

Total current liabilities				3,304,938			11,474,310
Long-term liabilities:
	Long-term debt			2,178,042			—
	Pension and other benefits			1,144,245			838,071

				3,322,287			838,071
Total liabilities				6,627,225			12,312,381
Commitments and contingencies
Stockholders' equity:
	Common stock, $1 par value:
		Authorized shares—4,000,000
		Issued shares—1,738,146 in 2005 and 1,726,146 in 2004
		Outstanding shares—1,546,146 in 2005 and 1,534,146 in 2004		1,738,146			1,726,146
	Other capital			132,071			97,812
	Retained earnings			9,235,785			17,327,683
	Treasury stock at cost (192,000) shares			(2,112,000	)		(2,112,000	)
	Accumulated other comprehensive loss			(521,838	)		(490,092	)

Total stockholders' equity				8,472,164			16,549,549

Total liabilities and stockholders' equity			$	15,099,389		$	28,861,930

The accompanying notes are an integral part of these financial statements.

American Locker Group Incorporated and Subsidiaries

Consolidated Statements of Operations

		Year ended December 31
		2005			(Restated) 2004			(Restated) 2003
Net sales		$	32,303,689		$	49,653,129		$	39,738,702
Cost of products sold			23,904,090			34,667,796			27,241,066

	Gross profit		8,399,599			14,985,333			12,497,636
Asset impairment—goodwill			6,155,204			—			—
Selling, administrative and general expenses			8,488,771			9,115,445			8,552,776
Restructuring costs			2,329,191			—			—
Environmental settlement			—			1,102,500			—

			(8,573,567	)		4,767,388			3,944,860
Interest income			85,365			48,277			36,908
Other income (expense)—net			(452,621	)		120,224			109,351
Interest expense			(333,389	)		(456,865	)		(529,642	)

Income (loss) before income taxes			(9,274,212	)		4,479,024			3,561,477
Income taxes			(1,182,314	)		1,797,990			1,398,247

Net income (loss)		$	(8,091,898	)	$	2,681,034		$	2,163,230

Earnings (loss) per share of common stock:
	Basic	$	(5.25	)	$	1.75		$	1.42

	Diluted	$	(5.25	)	$	1.72		$	1.39

Dividends per share of common stock:		$	0.00		$	0.00		$	0.00

The accompanying notes are an integral part of these financial statements.

American Locker Group Incorporated and Subsidiaries

Consolidated Statements of Stockholders' Equity

			Common Stock		Other Capital		Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance at January 1, 2003 (as previously reported)			$	1,709,146		—	$	12,670,948		$	(2,112,000	)	$	(393,385	)	$	11,874,709
Restatement				—		—		(187,529	)		—			—			(187,529	)

Balance at January 1, 2003 (restated)			$	1,709,146		—	$	12,483,419		$	(2,112,000	)	$	(393,385	)	$	11,687,180
Comprehensive income:
	Net income (restated)			—		—		2,163,230			—			—			2,163,230
	Other comprehensive income:
		Foreign currency translation (restated)		—		—		—			—			177,458			177,458
		Minimum pension liability adjustment, net of tax benefit of $105,296 (restated)		—		—		—			—			(158,271	)		(158,271	)

Total comprehensive income (restated)																	2,182,417
Common stock issued (17,000 shares)				17,000		30,812		—			—			—			47,812
Tax benefit of exercised stock options				—		67,000		—			—			—			67,000

Balance at December 31, 2003 (restated)			$	1,726,146	$	97,812	$	14,646,649		$	(2,112,000	)	$	(374,198	)	$	13,984,409
Comprehensive income:
	Net income (restated)			—		—		2,681,034			—			—			2,681,034
	Other comprehensive income:
		Foreign currency translation (restated)		—		—		—			—			54,947			54,947
		Minimum pension liability adjustment, net of tax benefit of $109,676 (restated)		—		—		—			—			(170,841	)		(170,841	)

Total comprehensive income (restated)																	2,565,140

Balance at December 31, 2004 (restated)			$	1,726,146	$	97,812	$	17,327,683		$	(2,112,000	)	$	(490,092	)	$	16,549,549
Comprehensive income:
	Net income (loss)							(8,091,898	)								(8,091,898	)
	Other comprehensive income (loss):
		Foreign currency translation												(34,219	)		(34,219	)
		Minimum pension liability adjustment,												2,473			2,473

Total comprehensive income																	(8,123,644	)
Common stock issued (12,000 shares)				12,000		21,750					—			—			33,750
Tax benefit of exercised stock options						12,509											12,509

Balance at December 31, 2005			$	1,738,146	$	132,071	$	9,235,785		$	(2,112,000	)	$	(521,838	)	$	8,472,164

The accompanying notes are an integral part of these financial statements.

American Locker Group Incorporated and Subsidiaries

Consolidated Statements of Cash Flows

			Year ended December 31
			2005			(Restated) 2004			(Restated) 2003
Operating activities
Net income (loss)			$	(8,091,898	)	$	2,681,034		$	2,163,230
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Depreciation and amortization			562,078			706,929			893,236
	Provision for uncollectible accounts			(112,048	)		(139,000	)		94,000
	Loss/(gain) on disposal of assets			84,379			—			(28,523	)
	Deferred income taxes (credits)			(30,599	)		(442,610	)		(81,476	)
	Impairment of goodwill			6,155,204			—			—
	Changes in assets and liabilities:
		Accounts and other receivables		523,891			437,628			(267,144	)
		Inventories		3,396,721			(950,650	)		595,975
		Prepaid expenses		85,149			(17,081	)		(13,144	)
		Accounts payable and accrued expenses		(1,186,035	)		1,335,762			(114,099	)
		Income taxes		(1,457,844	)		303,275			328,411
		Pension and other benefits		317,203			157,251			(36,569	)

Net cash provided by operating activities				246,201			4,072,538			3,533,897
Investing activities
Purchase of property, plant and equipment				(475,775	)		(280,562	)		(543,146	)
Proceeds from sale of property, plant and equipment				37,869			—			28,523

Net cash used in investing activities				(437,906	)		(280,562	)		(514,623	)
Financing activities
Long-term debt payments				(4,352,386	)		(1,636,891	)		(1,628,326	)
(Repayments) borrowings on line of credit				—			—			(25,000	)
Common stock issued				33,750			—			47,812

Net cash used in financing activities				(4,318,636	)		(1,636,891	)		(1,605,514	)

Effect of exchange rate changes on cash				8,141			27,140			182,005

Net increase (decrease) in cash				(4,502,200	)		2,182,225			1,595,765
Cash and cash equivalents at beginning of year				5,780,215			3,597,990			2,002,225

Cash and cash equivalents at end of year			$	1,278,015		$	5,780,215		$	3,597,990

Supplemental cash flow information:
	Cash paid during the year for:
		Interest	$	292,160		$	458,122		$	546,273

		Income taxes	$	934,954		$	1,932,868		$	1,030,497

The accompanying notes are an integral part of these financial statements.

Notes to Consolidated Financial Statements
American Locker Group Incorporated and Subsidiaries
December 31, 2005

1. Basis of Presentation

Consolidation, Business Description and Current Operating Condition

The consolidated financial statements include the accounts of American Locker Group Incorporated and its subsidiaries (the Company), all of which are wholly owned. Intercompany accounts and transactions have been eliminated in consolidation. The Company is primarily engaged in one business, sale of lockers. This includes coin, key-only and electronically controlled checking lockers and locks and sale of plastic and aluminum centralized mail and parcel distribution lockers. The Company sells to customers throughout North America as well as internationally.

On May 8, 2007, the USPS notified the Company that, effective September 8, 2007, the USPS would no longer install its "arrow locks" on the Company's Model E CBU. The USPS decertification of the Company's Model 1118E CBU has occurred in conjunction with the USPS making available technical specifications of its successor USPS-B-1118 CBU. Accordingly, the Company is preparing its application to the USPS to become a licensed manufacturer of the USPS-B-1118, and will conduct a concurrent and ongoing internal cost analysis to determine whether it can manufacture that successor model profitably. The Company believes that it will ultimately be approved by the USPS as a licensed manufacturer of the USPS-B-1118, although it could take between 6-8 months for the Company to be producing the USPS-B-1118 at current levels. The Company will continue to sell existing inventories of the Model E CBU through August 2007, and it does not presently anticipate that it will incur material inventory write-offs as a result of such decertification. After August 2007, the Company's revenues will be adversely affected by this decertification until such time as the Company has received USPS approval to manufacture the USPS-B-1118 and has commenced manufacture and sale of those units.

As discussed in Note 6, the Company received a notice of default and reservation of rights letter in March 2005 from its lender regarding its term loan as a result of the non-renewal of the Company's CBU contract with the USPS. After discussions with its lender following the notice of the non-renewal of the USPS contract, the Company agreed to accelerate repayment of its term loan and subsequent to year end has repaid the term loan in full. On March 5, 2007, the Company entered into a new credit agreement as discussed in Notes 6 and 20.

Additional risks and uncertainties not presently known or that the Company currently deems immaterial may also impair its business operations. Should one or more of these risks or uncertainties materialize, the Company's business, financial condition or results of operations could be materially adversely affected.

The restructuring plan adopted by the Company's Board of Directors assumes that certain material changes in the operations of the Company will be sufficient to allow the Company to continue in operation despite the loss of its CBU contract with the USPS, which provided over 50% of the Company's annual sales revenues in 2004, and 2003. If the restructuring plan, as it may be modified by the Company's Board of Directors from time to time to reflect changing conditions and circumstances, does not adequately reduce expenses, the Company's ability to remain in business would be adversely affected and the Company may not be able to continue operations. In addition, the restructuring plan assumes that the cost reductions would occur in accordance with the time line set forth in the restructuring plan. A failure by the Company to adhere to the time line or to incur greater than anticipated restructuring expenses as set forth in the restructuring plan also would adversely affect the Company.

2. Restatement of Prior Years' Consolidated Financial Statements

Subsequent to the issuance of the Company's consolidated financial statements for the quarter ended September 30, 2005, management determined that certain accounting errors, as described below, were included in its previously issued consolidated financial statements. As a result, the Company restated the accompanying 2004 and 2003 consolidated financial statements to correct the accounting errors described below. The following table presents the impact of the restatement on the 2004 and 2003 net income/(loss) and earnings per share:

	For the years ended December 31,
	2004						2003
	Amount			Diluted EPS			Amount		Diluted EPS
Net income, as originally reported	$	2,702,948		$	1.73		$	2,147,132	$	1.38
Freight billed to customers(1)		—						—
Canadian defined benefit pension plan(2)		(21,914	)		(.01	)		16,098		.01

Net income, as restated	$	2,681,034		$	1.72		$	2,163,230	$	1.39

The following table presents the effects of the adjustments on our previously issued consolidated statement of income for the year ended December 31, 2004:

	For the year ended December 31, 2004
	As previously reported		Adjustments		As restated
Net sales(1)	$	49,023,417	$	629,712	$	49,653,129
Selling, administrative and general expenses(1) and (2)	$	8,463,819	$	651,626	$	9,115,445

The following table presents the effects of the adjustments on our previously issued consolidated statement of income for the year ended December 31, 2003:

	For the year ended December 31, 2003
	As previously reported		Adjustments		As restated
Net sales(1)	$	39,256,438	$	482,264	$	39,738,702
Selling, administrative and general expenses(1) and (2)	$	8,086,610	$	466,166	$	8,552,776

The following table presents the effects of the adjustments on our previously issued consolidated balance sheet for the year ended December 31, 2004:

	For the year ended December 31, 2004
	As previously reported			Adjustments			As restated
Other accrued expenses and current liabilities(2)	$	565,477		$	106,415		$	671,892
Pension and other benefits(2)	$	707,465		$	130,606		$	838,071
Retained earnings(2)	$	17,521,028		$	(193,345	)	$	17,327,683
Accumulated other comprehensive loss(2)	$	(446,416	)	$	(43,676	)	$	(490,092	)

The Company's accompanying 2004 and 2003 consolidated financial statements are being restated to correct the following errors:

(1): Failure to classify freight billed to customers as revenue and instead classifying it as a reduction of selling, administrative and general expenses. These adjustments had the effect of increasing revenue by $482,264 and $629,712 in 2003 and 2004, respectively, and increasing selling, general and administrative expenses by a corresponding amount in both 2003 and 2004. These adjustments had no effect on net income.
(2): Failure to recognize the liability for and disclose the existence of the Company's Canadian defined benefit pension plan. These adjustments had the effect of reducing retained earnings by $187,529 as of December 31, 2002 and increasing net income in 2003 by $16,098 and reducing net income in 2004 by $21,914.

3. Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents includes currency on hand and demand deposits with financial institutions. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash and cash equivalents on deposit in amounts in excess of federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant risk.

Accounts and Notes Receivable

The Company grants credit to its customers and generally does not require collateral. Accounts receivable are reported at net realizable value and do not accrue interest. Management uses judgmental factors such as customer's payment history and the general economic climate, as well as considering the

age of and past due status of invoices in assessing collectibility and establishing allowances for doubtful accounts. Accounts receivable are written off after all collection efforts have been exhausted.

Estimated losses for bad debts are provided for in the consolidated financial statements through a charge to expense of approximately $332,000, $155,000, and $94,000 for the years 2005, 2004, and 2003, respectively. The net charge-off of bad debts was approximately $444,000, $294,000, and $56,000 for the years 2005, 2004, and 2003, respectively.

Inventories

Inventories are valued principally at the lower of cost or market. Cost is determined by the last-in, first-out method (LIFO) for approximately 60% and 78% of the Company's inventories at December 31, 2005 and 2004, respectively. For the remaining inventories, cost is determined by the first-in, first out method (FIFO). At December 31, 2005 and 2004, inventories were $229,000 and $467,000, respectively, lower than the amounts that would have been reported using the FIFO method. The LIFO charge (credit) was ($238,000), $203,000, and $(155,000) for fiscal years 2005, 2004, and 2003, respectively.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is computed by the straight-line and declining-balance methods for financial reporting purposes and by accelerated methods for income tax purposes. Estimated useful lives for financial reporting purposes are 30 years for buildings and three to 12 years for machinery and equipment. Expenditures for repairs and maintenance are expensed as incurred. Gains and losses resulting from the sale or disposal of property and equipment are included in other income.

Long-lived assets, including intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of those assets may not be recoverable. The Company uses undiscounted cash flows to determine whether impairment exists and measures any impairment loss using discounted cash flows. There is no impairment recorded with respect to property, plant and equipment as of December 31, 2005 and 2004.

Goodwill and Other Intangible Assets

Due to the significance of the reduction in business volume resulting from the loss of the USPS contract, which expired May 31, 2005, management determined that the fair value of the Company had declined significantly. In accordance with FAS No. 142, "Goodwill and Other Intangible Assets", the carrying value of goodwill is tested for impairment when such events occur and a charge to earnings is required for any identified impairments. This charge to earnings is to be recorded in the period in which the events causing impairment occurred. Based on management's analysis, the fair value of the Company, after learning of the loss of the USPS contract on February 8, 2005, is no longer in excess of the carrying value of the net underlying assets, including goodwill. Accordingly, the Company recorded an impairment charge of $6,155,204 in 2005.

Revenue Recognition

Revenue is recognized at the point of passage of title, which is at the time of shipment to the customer. The Company does derive revenue from sales to distributors; however no distributor has the right to return product to the Company.

Shipping and Handling Costs (Restated)

Shipping and handling costs are expensed as incurred and are included in selling, administrative and general expenses in the accompanying consolidated statements of income. These costs were approximately $1,356,000, $1,195,000 and $871,000 during 2005, 2004, and 2003, respectively.

Advertising Expense

The cost of advertising is generally expensed as incurred. The cost of catalogs and brochures are recorded as a prepaid cost and expensed over their useful lives, generally one year. The Company incurred $194,000, $253,000 and $239,000 in advertising costs during 2005, 2004, and 2003, respectively.

Income Taxes

The Company accounts for income taxes using the liability method in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Research and Development

The Company engages in research and development activities relating to new and improved products. It expended $32,000, $153,000 and $431,000 in 2005, 2004 and 2003, respectively, for such activity in its continuing businesses. Research and development costs are included in selling, general and administrative expenses.

Earnings Per Share

The Company reports earnings per share in accordance with Statement of Financial Accounting Standards No. 128, Earnings per Share (SFAS 128). Under SFAS 128 basic earnings per share excludes any dilutive effects of stock options, whereas diluted earnings per share assumes exercise of stock options, when dilutive, resulting in an increase in outstanding shares.

Foreign Currency

In accordance with Statement of Financial Accounting Standards No. 52, Foreign Currency Translation (SFAS No. 52), the Company translates the financial statements of the Canadian subsidiary from its functional currency into the U.S. dollar. Assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Income statement amounts are translated using the average exchange rate for the year. All translation gains and losses resulting from the changes in exchange rates from year to year have been reported in other comprehensive income. Foreign currency gains and losses resulting from current year exchange rate transactions are insignificant for all years presented.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and long-term debt approximate fair value.

Stock-Based Compensation

In accordance with the provisions of SFAS No. 123 the Company has elected to continue applying the provisions of Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its stock-based compensation plans. Accordingly, the Company does not recognize compensation expense for stock options when the stock option price at the grant date is equal to or greater than the fair market value of the stock at that date.

No stock options have been granted since 2000. All options granted in 2000 or in prior years were fully vested as of December 31, 2000, as such there was no proforma impact in 2005, 2004, or 2003 for stock options as required by SFAS No. 123.

Comprehensive Income

Comprehensive income consists of net income, foreign currency translation and minimum pension liability adjustments and is reported in the consolidated statements of stockholders' equity.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of American requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include allowance for doubtful accounts, inventory obsolescence, and deferred tax asset valuation allowance. Actual results could differ from those estimates.

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123(R)—"Share Based Payment". SFAS 123(R) is effective for fiscal years beginning after June 15, 2005 and will require the Company to recognize compensation expense in an amount equal to the fair value of share based payments. The impact of SFAS 123(R) will not have a material impact on stock options currently issued and outstanding, but may in the future if additional stock options are issued (See Note 11—Stock Options).

In November 2004, the FASB issued SFAS No. 151—"Inventory Costs—An Amendment to ARB No. 43, Chapter 4" effective for fiscal years beginning after June 15, 2005. SFAS 151 clarifies that abnormal amounts of idle facility expense, freight, handling costs and wasted materials (spoilage) should be recognized as current period charges. The adoption of SFAS No. 151 is not expected to materially affect our financial position or results of operations.

with the first quarter of fiscal 2008. The Company is in the process of evaluating the impact of implementing SFAS 157.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)." This pronouncement requires an employer to make certain recognitions, measurements, and disclosures regarding defined benefit postretirement plans. The provisions of SFAS 158 are effective for the Company beginning with fiscal ending December 31, 2006. The adoption of SFAS No. 158 is not expected to materially affect our financial position or results of operations.

4. Inventories

Inventories consist of the following:

	December 31
	2005			2004
Finished products	$	610,759		$	913,415
Work-in-process		774,190			2,388,049
Raw materials		1,910,048			3,628,651

		3,294,997			6,930,115
Less LIFO reserve		(228,710	)		(466,619	)

Net inventories	$	3,066,287		$	6,463,496

5. Other Accrued Expenses and Current Liabilities

Accrued expenses consisted of the following at December 31:

	December 31
	2005		(restated) 2004
Short-term pension liability	$	231,627	$	380,061
Restructuring liability		133,348		—
Accrued expenses, other		345,746		291,831

		710,721		671,892

6. Debt

Debt consists of the following:

	December 31
	2005			2004
Bank note payable through July 6, 2008 at $225,000 quarterly plus interest at the 3-month LIBOR rate plus 2%	$	—		$	3,150,000
Bank note payable through July 6, 2008 at $25,000 monthly plus interest at 8.07%		—			1,075,000
Mortgage payable to bank through July 2006 at $26,823 monthly including interest at 8.04% with payment for remaining balance due August 1, 2006		2,316,210			2,443,596

Total long-term debt		2,316,210			6,668,596
Less current portion		(138,168	)		(6,668,596	)

Long-term portion	$	2,178,042		$	—

The bank notes were secured by all equipment, accounts receivable, inventories and general intangibles. The mortgage loan is secured by real estate. The credit agreement underlying the bank notes payable requires compliance with certain covenants and has restrictions on the payment of dividends.

On March 18, 2005, the Company received a notice of default and reservation of rights letter from its lender regarding its bank notes as a result of the non-renewal of the Company's CBU contract with the USPS. After discussions with its lender following the notice of the non-renewal of the USPS contract, the Company agreed to accelerate repayment of its bank notes and has repaid them in full.

Subsequent to year end the mortgage payable was refinanced on March 5, 2007 with a new financial institution. See Note 20.

7. Operating Leases

The Company leases several operating facilities and vehicles under noncancelable operating leases. Future minimum lease payments consist of the following at December 31, 2005:

2006	$	78,000
2007		44,000
2008		14,000
2009		5,000
2010		2,000

Total	$	143,000

Rent expense amounted to approximately $287,000, $326,000 and $340,000 in 2005, 2004, and 2003, respectively.

8. Income Taxes

For financial reporting purposes, income before income taxes includes the following:

	2005			(Restated) 2004			(Restated) 2003
United States income (loss)	$	(9,193,519	)	$	4,525,323		$	3,610,159
Foreign income (loss)		(80,693	)		(46,299	)		(48,682	)

	$	(9,274,212	)	$	4,479,024		$	3,561,477

Significant components of the provision for income taxes are as follows:

		2005			2004			2003
Current:
	Federal	$	(1,108,342	)	$	1,897,403		$	1,273,089
	State		(94,513	)		323,340			221,690
	Foreign		1,536			19,857			(15,056	)

Total current			(1,201,319	)		2,240,600			1,479,723
Deferred:
	Federal		38,240			(376,219	)		(69,256	)
	State		5,172			(66,391	)		(12,220	)
	Foreign		(24,407	)		—			—

			19,005			(442,610	)		(81,476	)

		$	(1,182,314	)	$	1,797,990		$	1,398,247

The differences between the federal statutory rate and the effective tax rate as a percentage of income before taxes are as follows:

	2005		2004		2003
Statutory income tax rate	(34	)%	34	%	34	%
State and foreign income taxes, net of federal benefit	(3	)	4		4
Repatriation dividend	4		—		—
Research and development credits	(6	)	—		—
Non-deductible goodwill impairment	25		—		—
Other permanent differences	1		2		1

	(13	)%	40	%	39	%

Differences between the application of accounting principles and tax laws cause differences between the bases of certain assets and liabilities for financial reporting purposes and tax purposes. The tax effects of these differences, to the extent they are temporary, are recorded as deferred tax assets

and liabilities. Significant components of the Company's deferred tax assets and liabilities at December 31 are as follows:

		2005		2004
Deferred tax liabilities:
	Property, plant and equipment	$	—	$	33,266
	Prepaid expenses and other		93,551		113,661

Total deferred tax liabilities			93,551		146,927
Deferred tax assets:
	Property, plant and equipment		7,364
	Postretirement benefits		27,121		30,492
	Pension costs		457,256		400,192
	Allowance for doubtful accounts		41,055		70,556
	Other assets		22,838		27,333
	Accrued expenses		66,051		477,347
	Other employee benefits		8,393		61,712
	Inventory costs		786,483		404,083

Total deferred tax assets			1,416,561		1,471,715

Net deferred tax assets		$	1,323,010	$	1,324,788

Current deferred tax asset		$	1,265,684	$	1,300,230
Long-term deferred tax asset			57,326		24,558

		$	1,323,010	$	1,324,788

The Company has not provided deferred taxes for taxes that could result from the remittance of undistributed earnings of the Company's foreign subsidiary since it has generally been the Company's intention to reinvest these earnings indefinitely. Undistributed earnings that could be subject to additional income taxes if remitted were approximately $704,000 at December 31, 2005.

In May 2005, the Company received a repatriation dividend from its Canadian subsidiary of CDN$800,000 an amount equivalent to US$604,000. The amount is net of Canadian withholding taxes of CDN$40,000.

9. Pension and Other Postretirement Benefits (Restated)

U.S. Pension Plan

The Company maintains a noncontributory defined benefit pension plan (the "U.S. Plan") for its domestic employees, which was frozen effective July 15, 2005. Accordingly, no new benefits are being accrued under the U.S. Plan. Participant accounts are credited with interest at the federally mandated rates. Company contributions are based on computations by independent actuaries. The impact of freezing the plan was a settlement loss of $239,000 and a curtailment loss of $14,000 in the fiscal year ended December 31, 2005.

The plan's assets are invested in a balanced index fund (the "Fund") where the assets were invested during 2003, 2004 and 2005. The principal investment objective of the Fund is to provide an incremental risk adjusted return compared to a portfolio invested 50% in stocks and 50% in bonds over a full market cycle. Under normal market conditions, the average asset allocation for the Fund is expected to be approximately 50% in stocks and 50% in bonds. This benchmark allocation may be adjusted by up to 20% based on economic or market conditions and liquidity needs.

Therefore, the stock allocation may fluctuate from 30% to 70% of the total portfolio, with a corresponding bond allocation of from 70% to 30%. Fund reallocation may take place at any time.

Canadian Pension Plan

The Company maintains a noncontributory defined benefit pension plan (the "Canadian Plan") for its Canadian employees. Benefits for the salaried employees are based on specified percentages of the employees' monthly compensation.

The Canadian Plan's assets are invested in various pooled funds (the "Canadian Funds") managed by a third party fund manager. The principal investment objective of the Canadian Funds is to provide an incremental risk adjusted return compared to a portfolio invested 50% in stocks and 50% in bonds over a full market cycle. Under normal market conditions, the average asset allocation for the Canadian Funds is expected to be approximately 50% in stocks and 50% in bonds. This benchmark allocation may be adjusted based on economic or market conditions and liquidity needs.

The following table sets forth the changes in the projected benefit obligation, changes in plan assets, the funded status, the accrued benefit cost recognized in the consolidated balance sheets at December 31, 2005 and 2004, and the net periodic cost and assumptions. The measurement date for all presented assets and liabilities is December 31. Contributions to be made to the plan in 2006 are expected to approximate $93,000 for the U.S. plan and $139,000 for the Canadian plan.

		Pension Benefits
		U.S. Plan						Canadian Plan
		2005			2004			2005			2004
Change in projected benefit obligation
	Projected benefit obligation at beginning of year	$	4,578,954		$	3,900,931		$	916,070		$	832,121
	Service cost		201,506			308,605			32,470			27,034
	Interest cost		233,381			235,894			50,233			49,678
	Settlement		(1,128,693	)		—			—			—
	Actuarial loss		261,989			255,271			56,016			—
	Benefits and expenses paid		(96,335	)		(121,747	)		(59,982	)		(56,379	)
	Currency translation adjustment		—			—			33,592			63,616
	Curtailment gain		(620,062	)		—			—			—

	Projected benefit obligation at end of year		3,430,740			4,578,954			1,028,399			916,070
Change in plan assets
	Fair value of plan assets as beginning of year		3,172,494			2,929,977			668,308			580,607
	Actual return on plan assets		113,365			237,674			40,319			20,256
	Settlement		(1,128,693	)		—			—			—
	Employer contribution		303,073			126,590			104,762			77,328
	Benefits and expenses paid		(96,335	)		(121,747	)		(59,982	)		(56,379	)
	Currency translation adjustment		—			—			25,571			46,496

Fair value of plan assets at end of year			2,363,904			3,172,494			778,978			668,308

Funded status			(1,066,836	)		(1,406,460	)		(249,421	)		(247,762	)
Unrecognized net actuarial loss			727,139			1,274,210			103,303			35,869
Intangible pension asset recognized			—			14,435			—			—

Net amount recognized—(accrued) prepaid benefit cost		$	(339,697	)	$	(117,815	)		(146,118	)		(211,893	)

As part of its restructuring plan necessitated by the non-renewal of the USPS contract discussed above, the Company decided in May 2005 to freeze its obligations under the U.S. Plan such that after July 15, 2005 no benefits will accrue under this plan. Accordingly, there is no assumed rate of compensation increase associated with current and future plan calculations.

Amounts are recognized in the consolidated balance sheet as follows:

	U.S. Plan						Canadian Plan
	2005			2004			2005			2004
Intangible asset	$	—		$	14,435		$	—		$	—
Other accrued expenses—current		(93,111	)		(274,778	)		(138,516	)		(105,283	)
Other long-term liabilities		(973,725	)		(631,465	)		(97,520	)		(130,606	)
Accumulated other comprehensive loss		727,139			773,993			89,918			23,996

	$	(339,697	)	$	(117,815	)	$	(146,118	)	$	(211,893	)

	U.S. Plan									Canadian Plan
	2005			2004			2003			2005			2004			2003
Components of net periodic benefit cost
Service cost	$	201,506		$	308,605		$	247,315		$	32,470		$	27,034		$	23,703
Interest cost		233,381			235,894			206,350			50,233			49,678			44,828
Expected return on plan assets		(214,822	)		(218,519	)		(181,164	)		(48,085	)		(41,283	)		(36,593	)
Net actuarial loss		51,231			53,393			32,671			—			—			—
Amortization of prior service cost		879			1,506			1,506			—			—			—

Net periodic benefit cost	$	272,175		$	380,879		$	306,678		$	34,618		$	35,429		$	31,938

Expected benefits to be paid by the plan during the next five years and in the aggregate for the five fiscal years thereafter, are as follows:

	U.S. Plan		Canadian Plan
2006	$	83,000	$	55,917
2007		134,000		67,470
2008		156,000		67,470
2009		188,000		67,470
2010		184,000		67,470
2011 through 2015	$	1,299,000	$	337,348

	U.S. Plan				Canadian Plan
	2005		2004		2005		2004
Weighted average assumptions as of December 31
Discount rate	5.75	%	5.75	%	6.0	%	6.0	%
Expected return on plan assets	7.5	%	7.5	%	7.0	%	7.0	%
Rate of compensation increase	4.0	%	4.0	%	2.0	%	2.0	%

The expected return on plan assets is based upon anticipated returns generated by the investment vehicle. Any shortfall in the actual return has the effect of increasing the benefit obligation. The benefit obligation represents the actuarial present value of benefits attributed to employee service rendered; assuming future compensation levels are used to measure the obligation. FASB Statement No. 87 Employers' Accounting for Pensions requires the Company to recognize a minimum pension liability equal to the actuarial present value of the accumulated benefit obligation in excess of plan assets. The accumulated benefit obligation for the U.S. Plan was $3,430,740 and $4,064,302 at December 31, 2005 and 2004, respectively. The accumulated benefit obligation for the Canadian Plan was $911,968 and $904,197, respectively. In prior years an intangible asset was recorded for the U.S. Plan to the extent that the excess of the accumulated benefit obligation over the plan assets relates to prior service costs. As a result of the freezing of the U.S. Plan, the intangible asset of $14,435 was written-off and included in the amortization of prior service costs during the second quarter of 2005.

Death Benefit Plan

The Company also provides a death benefit for retired former employees of the Company. Effective in 2000, the Company discontinued this benefit for active employees. The death benefit is not a funded plan. The Company pays the benefit upon the death of the retiree. The Company has fully recorded its liability in connection with this plan. The liability was approximately $73,000 and $76,000 at December 31, 2005 and 2004, respectively, and is recorded as long-term pension and other benefits in the accompanying balance sheets. No expense was recorded in 2005, 2004 or 2003 related to the death benefit as the Plan is closed to new participants. The decrease in the calculated liability for benefits under this plan in 2005 is as a result of the increasing age of the participants, in accordance with the provisions of the plan.

Defined Contribution Plan

During 1999, the Company established a 401(k) plan for the benefit of its U.S. full-time employees. Under the Company's 401(k) plan, the Company makes an employer matching contribution equal to $0.10 for each $1.00 of an employee's salary contributions up to a total of 10% of that employee's compensation. The Company's contributions vest over a period of five years. The Company recorded expense of approximately $19,000, $21,000 and $21,000 in connection with its contribution to the plan during 2005, 2004, and 2003, respectively.

10. Capital Stock

The Certificate of Incorporation, as amended, authorizes 4,000,000 shares of common stock and 1,000,000 shares of preferred stock, 200,000 shares of which have been designated as Series A Junior Participating Preferred Stock. As of December 31, 2005, 1,738,146 shares of common stock were outstanding and zero shares of preferred stock were outstanding.

11. Stock Options

In 1999, the Company adopted the American Locker Group Incorporated Stock Incentive Plan, permitting the Company to provide incentive compensation of the types commonly known as incentive stock options, stock options and stock appreciation rights. The price of option shares or appreciation

rights granted under the Plan shall not be less than the fair market value of common stock on the date of grant, and the term of the stock option or appreciation right shall not exceed ten years from date of grant. Upon exercise of a stock appreciation right granted in connection with a stock option, the optionee shall surrender the option and receive payment from the Company of an amount equal to the difference between the option price and the fair market value of the shares applicable to the options surrendered on the date of surrender. Such payment may be in shares, cash or both at the discretion of the Company's Stock Option-Executive Compensation Committee.

At December 31, 2005 and 2004, there were no stock appreciation rights outstanding.

The following table sets forth the activity related to the Company's stock options for the years ended December 31:

	2005				2004			2003
	Options		Weighted Average Exercise Price		Options	Weighted Average Exercise Price		Options		Weighted Average Exercise Price
Outstanding—beginning of year	80,600		$	6.34	80,600	$	6.34	97,600		$	5.72
Exercised	(12,000	)		2.81	—		—	(17,000	)		2.81
Granted	—			—	—		—	—			—
Expired or forfeited	(35,000	)		6.50	—		—	—			—

Outstanding—end of year	33,600		$	7.43	80,600	$	6.34	80,600		$	6.34

Exercisable—end of year	33,600				80,600			80,600

The exercise prices for options outstanding as of December 31, 2005 were as follows: $6.50—13,600 shares, $7.25—10,000 shares and $8.88—10,000 shares. The weighted-average remaining contractual life of those options is 3.8 years.

At December 31, 2005, 73,000 options remain available for future issuance under the 1999 Plan.

12. Shareholder Rights Plan

In November 1999, the Company adopted a Shareholder Rights Agreement and declared a dividend distribution of one Right for each outstanding share of common stock. Under certain conditions, each right may be exercised to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock at a price of $40 (Purchase Price), subject to adjustment. The Right will be exercisable only if a person or group (an Acquiring Person) has acquired beneficial ownership of 20% or more of the outstanding common stock, or following the commencement of a tender or exchange offer for 20% or more of such outstanding common stock. The Rights Plan includes certain exceptions from the definitions of Acquiring Person and beneficial ownership to take into account the existing ownership of common shares by members of one family. If any person becomes an Acquiring Person, each Right will entitle its holder to receive, upon exercise of the Right, such number of common shares determined by (A) multiplying the current purchase price by the number of one one-hundredths of a preferred share for which a right is now exercisable and dividing that product by (B) 50% of the current market price of the common shares.

In addition, if the Company is acquired in a merger or other business combination transaction, each Right will entitle its holder to receive, upon exercise, that number of the acquiring Company's common shares having a market value of twice the exercise price of the Right. The Company will be entitled to redeem the Rights at $.01 per Right at any time prior to the earlier of the expiration of the Rights in November 2009 or the time that a person becomes an Acquiring Person. The Rights do not have voting or dividend rights, and until they become exercisable, have no dilutive effect on the Company's earnings.

13. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31:

			2005			(Restated) 2004		(Restated) 2003
Numerator:
	Net income (loss)		$	(8,091,898	)	$	2,681,034	$	2,163,230
Denominator:
	Denominator for basic earnings per share—weighted average shares outstanding			1,540,228			1,534,146		1,523,429
	Effect of dilutive securities:
		Employee stock options		—			23,785		30,899

Denominator for diluted earnings per share—weighted average shares outstanding and assumed conversions				1,540,228			1,557,931		1,554,328

Basic earnings per share			$	(5.25	)	$	1.75	$	1.42

Diluted earnings per share			$	(5.25	)	$	1.72	$	1.39

For the year ended December 31, 2005, 33,600 shares attributable to outstanding stock options were excluded from the calculation of diluted earnings per share because the effect was antidilutive.

14. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows:

	December 31
	2005			(Restated) 2004
Foreign currency translation adjustment	$	(35,920	)	$	(1,701	)
Minimum pension liability adjustment, net of tax effect of $331,139 in 2005 and $309,598 in 2004		(485,918	)		(488,391	)

	$	(521,838	)	$	(490,092	)

15. Geographical and Customer Concentration Data

The Company is primarily engaged in one business, sale and rental of lockers. This includes coin, key-only and electronically controlled checking lockers and related locks and sale of plastic centralized mail and parcel distribution lockers. The Company sells to customers in the United States, Canada and other foreign locations. Net sales to external customers are as follows:

	2005		(Restated) 2004		(Restated) 2003
United States customers	$	29,295,544	$	47,506,173	$	38,039,553
Foreign customers		3,008,145		2,146,956		1,699,149

	$	32,303,689	$	49,653,129	$	39,738,702

Sales to the U.S. Postal Service represented 21.4%, 53.9% and 52.7% of net sales in 2005, 2004, and 2003, respectively.

At December 31, 2005 and 2004, the Company had unsecured trade receivables from governmental agencies of $190,000 and $1,692,000 respectively. At December 31, 2005 and 2004, the Company had trade receivables from customers considered to be distributors of $1,995,000 and $2,179,000, respectively.

Other concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities comprising the Company's customer base and their dispersion across many industries.

16. Quarterly Results of Operations (Unaudited)

The following is a tabulation of the unaudited quarterly results of operations for the years ended December 31, 2005 and 2004:

	2005
	Three Months Ended
	(Restated) March 31			(Restated) June 30			(Restated) September 30			December 31
Net sales	$	9,323,627		$	9,173,660		$	6,791,828		$	7,014,574

Gross profit	$	2,862,334		$	2,552,445		$	1,657,109		$	1,327,711

Net income (loss)	$	(5,697,031	)	$	(375,527	)	$	(539,318	)	$	(1,480,022	)

Earnings (loss) per share—Basic	$	(3.71	)	$	(.25	)	$	(.35	)	$	(.94	)

Earnings (loss) per share—Diluted	$	(3.71	)	$	(.25	)	$	(.35	)	$	(.94	)

	2004
	Three Months Ended
	(Restated) March 31		(Restated) June 30		(Restated) September 30		(Restated) December 31
Net sales	$	9,692,088	$	10,415,722	$	18,221,663	$	11,323,656

Gross profit	$	3,279,619	$	3,209,385	$	5,385,229	$	3,111,100

Net income	$	630,820	$	450,165	$	1,826,751	$	(226,702	)

Earnings per share—Basic	$	.41	$	.29	$	1.19	$	(.14	)

Earnings per share—Diluted	$	.40	$	.29	$	1.17	$	(.14	)

The Company's accounting practice for interim periods provides for possible accounting adjustments in the fourth quarter or at year-end. In 2005, adjustments to write off uncollectible accounts resulted in an increase to the fourth quarter pre-tax loss of approximately $300,000, adjustments to inventory resulted in an increase to the fourth quarter pre-tax loss of approximately $950,000 and adjustments to accrued expenses resulted in an increase to the fourth quarter pre-tax loss of approximately $360,000. The net loss for the quarter ended December 31, 2004, includes a pre-tax charge against operating results of $1,102,500 as the result of a settlement agreement related to certain environmental claims against the Company (See Note 18—Contingencies). In 2004, adjustments to inventory resulted in an increase to the fourth quarter pre-tax loss of approximately $200,000.

17. Related Parties

The Chairman and Chief Executive Officer of the Company is a stockholder and director of Rollform of Jamestown Inc., a rollforming company, and is actively involved in its management. One of

the Company's subsidiaries purchased $90,000, $245,000 and $151,000 of fabricated parts from Rollform of Jamestown, Inc. in 2005, 2004 and 2003, respectively.

18. Contingencies

In July 2001, the Company received a letter from the New York State Department of Environmental Conservation (the NYSDEC) advising the Company that it is a potentially responsible party (PRP) with respect to environmental contamination at and alleged migration from the site located in Gowanda, New York which was sold by the Company to Gowanda Electronics Corporation prior to 1980. In March 2001, the NYSDEC issued a Record of Decision with respect to the Gowanda site in which it set forth a remedy including continued operation of an existing extraction well and air stripper, installation of groundwater pumping wells and a collection trench, construction of a treatment system in a separate building on the site, installation of a reactive iron wall covering 250 linear feet, which is intended to intercept any contaminates and implementation of an on-going monitoring system. The NYSDEC has estimated that its selected remediation plan will cost approximately $688,000 for initial construction and a total of $1,997,000 with respect to expected operation and maintenance expenses over a 30-year period after completion of initial construction. The Company has not conceded to the NYSDEC that the Company is liable with respect to this matter and has not agreed with the NYSDEC that the remediation plan selected by NYSDEC is the most appropriate plan. This matter has not been litigated, and at the present time the Company has only been identified as a PRP. The Company also believes that other parties may have been identified by the NYSDEC as PRPs, and the allocation of financial responsibility of such parties has not been litigated. Based upon currently

available information, the Company is unable to estimate timing with respect to the resolution of this matter. The NYSDEC has not commenced implementation of the remedial plan and has not indicated when construction will start, if ever. The Company's primary insurance carrier has assumed the cost of the Company's defense in this matter, subject to a reservation of rights.

19. Restructuring

In May 2005, the Company announced that it would undertake restructuring initiatives to realign its organization in response to the loss of its CBU contract with USPS. The Company's plan called for significant reductions in selling, general and administrative costs. A majority of the cost reductions were realized by relocating the Company's headquarters from leased facilities in Jamestown, NY to a Company-owned facility in Grapevine, TX. In addition, the Company eliminated certain corporate level staff and several satellite sales offices.

To implement the restructuring plan, management incurred aggregate impairments charges (exclusive of goodwill impairment) and costs of approximately $2,329,000. In accordance with Financial Accounting Standards (FAS) No. 146 "Accounting for Costs Associated with Exit or Disposal Activities", costs associates with an exit or disposal activity are recognized when the associated liabilities are incurred.

The following table summarized restructuring and related costs incurred by the Company in the year ended December 31, 2005:

Cost Of Sales:
Equipment depreciation	$	92,000
Inventory impairment		160,000
Purchase order commitments		108,000

Subtotal		360,000
Sales, General and Administrative:
Severance		641,000
Professional fees		1,328,000

Subtotal		1,969,000

	$	2,329,000

The following table analyzes the changes in the Company's reserve with respect to the restructuring plan from December 31, 2005 and 2004:

	2004		Expense		Payments/ Charges		2005
Purchase order commitments		—	$	108,000	$	108,000		—
Severance		—		641,000		508,000		133,000
Professional fees		—		1,328,000		1,328,000		—

Total	$	—	$	2,077,000	$	1,944,000	$	133,000

20. Subsequent Events

Prior to March 5, 2007, the Company had a $2,316,210 mortgage loan that was in default and had matured on August 1, 2006 with Manufacturers and Traders Trust Company ("M&T"). On March 5, 2007, the Company entered into a new credit facility with The F&M Bank and Trust Company which was used to repay the existing mortgage loan. The new credit facility consists of a $2,200,000 term loan and a $750,000 revolving line of credit. The loan bears interest at prime plus 75 basis points (0.75%). The revolving line of credit matures on March 5, 2008 and the term loan matures on March 5, 2012. The Term loan is payable in monthly installments of $22,493 in principal and accrued interest (subject to upward adjustment based upon the current interest rate in effect). The line of credit is secured by all accounts receivable, inventory and equipment. The term loan is secured by a Deed of Trust covering the primary manufacturing and headquarters facility in Grapevine, Texas. The credit agreement underlying the bank notes payable requires compliance with certain covenants.

On July 24, 2007, the Company received a waiver from The F&M Bank and Trust Company under its credit facility with respect to, among other things, waiver of any default or event of default arising under the Credit Facility as a result of our failure to comply with certain reporting covenants requiring the delivery of the Company's 2005 and 2006 10-Ks as well as the delivery of financial statements for the first and second quarter of 2007.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

On September 19, 2005, the Audit Committee of the Board of Directors of American Locker Group Incorporated (the "Company") engaged as of that date Travis, Wolff & Company, LLP ("TravisWolff") to serve as Company's independent registered public accounting firm for the fiscal year ending December 31, 2005.

During the Company's two most recent fiscal years and the subsequent interim periods prior to the engagement of TravisWolff, neither the Company nor anyone on its behalf consulted with TravisWolff regarding either:

(i) (A) the application of accounting principles to a specified transaction, either completed or proposed; or (B) the type of audit opinion that might be rendered on the Company's financial statements, and either a written report was provided to the Company or oral advice was provided that TravisWolff concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

(ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9A. Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including its principal executive officer and principal accounting officer, of the effectiveness of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2005. These disclosure controls and procedures are designed to provide reasonable assurance to the Company's management and board of directors that information required to be disclosed by the Company in the reports that it files under the Exchange Act is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, including all matters discussed in the paragraphs below, the principal executive officer and principal accounting officer of the Company have concluded that the Company's disclosure controls and procedures as of December 31, 2005 were not effective, at the reasonable assurance level, to ensure that (a) material information relating to the Company is accumulated and made known to the Company's management, including its principal executive officer and principal accounting officer, to allow timely decisions regarding required disclosure and (b) is recorded, processed, summarized and reported within the time periods specified in SEC's rules and forms. There were no changes in the Company's internal control over financial reporting during the fourth quarter of 2005.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Taking into account the communications dated August 30, 2007 by the Company's independent registered public accounting firm to the Audit Committee of the Board of Directors, management has identified the following material weaknesses in the Company's internal control over financial reporting:

1) The Company lacked adequate accounting personnel to oversee the financial accounting and reporting responsibilities of an SEC registrant and maintain internal control over financial reporting to produce financial statement in accordance with U.S. generally accepted accounting principles.

2) The Company's independent registered public accounting firm proposed numerous material adjustments as a result of its audit procedures related to the following:

•: Bank account reconciliations were not prepared in a timely manner and the Company's management did not monitor the timeliness of the reconciliation process.
•: Failure to routinely maintain the Company's perpetual inventory system. In addition, Company inventory maintained offsite was not reconciled with the general ledger, except annually.
•: Inadequate procedures in place to ensure that purchases or sale transactions are recorded in the appropriate accounting period.
•: Reconciliations of subsidiary ledger systems for various other accounts were not reconciled to the general ledger in a timely manner.
•: Failure to appropriately account for and disclose pension liabilities, which resulted in a restatement to the previously issued financial statements.

3) The Company has insufficient entity level controls, as defined by COSO, to ensure that the Company meets its disclosure and reporting obligations.

Management has endeavored to address the material weaknesses noted above and is committed to effectively remediating known weaknesses. Although the Company's remediation efforts are currently on-going, control weaknesses will not be considered remediated until new internal controls over financial reporting are implemented and operational for a period of time and are tested, and management concludes that these controls are operating effectively. However, management has addressed the following items:

•: Identified a Chief Financial Officer.
•: Implemented more thorough and detailed reviews of financial information.
•: Developed a reporting package that includes interim financial statements, gross margin analysis, sales reports and material non-financial data by company.
•: Implemented a prescribed time table for the prompt, regular reconciliations of bank accounts, with the bank reconciliations reviewed by management.
•: The Company no longer maintains offsite inventory as of June 2006.
•: Implementation of additional procedures to ensure that purchase or sale transactions are recorded in the appropriate accounting periods.
•: Regularly update and reconcile the Company's perpetual inventory records.

In addition management is in the process of considering implementing entity level controls such as (i) a detailed policy and procedures manual; (ii) a strategic plan and business model; (iii) a budgeting/forecasting control activity; (iv) formalize and enhance management reporting procedures, including those to the audit committee; and (v) implement formal self-monitoring procedures.

Item 9B. Other Information

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

Directors and Executive Officers

The following sets forth certain information concerning the Company's directors and executive officers as of December 31, 2005. There are no family relationships between any directors and executive officers other than as indicated below.

Edward F. Ruttenberg. Mr. Ruttenberg, 60, has been a director since 1996 and has been the Company's Chairman and Chief Executive Officer since September 1998 and Chief Operating Officer and Treasurer since May 2005.

Alan H. Finegold. Mr. Finegold, 64, was a director from 1994 until January 2007, at which time he resigned as a director. Mr. Finegold has been employed with the Law Offices of Alan H. Finegold, LLC, a law firm, and the Alan H. Finegold Company, which provides estate planning services, for more than five years.

Craig R. Frank. Mr. Frank, 47, has been a Director since March 2006 and is a member of the Stock Option—Executive Compensation Committee. From 2000 to 2002, Mr. Frank was the Chief Executive Officer of Tudog Creative Business Consulting, a business consulting firm. Mr. Frank has served as Chief Executive Officer of Tudog International Consulting, also a business consulting firm, since 2002.

John E. Harris. Mr. Harris, 46, has been a Director since July 2005 and is a member of the Stock Option—Executive Compensation and the Nominating and Governance Committees. Since August 2006, Mr. Harris has been a Vice President of United States Trust Company, an investment management company. Mr. Harris has served as Principal of Harris Capital Advisors, a consulting, investment analysis and private equity financing firm, from 2001 through August 2006. Mr. Harris also served as Vice President of Emerson Partners, a real estate private equity fund, from 2001 to 2003. Prior to that, Mr. Harris was a partner at SunTx Capital Partners, a private investment firm, from 2000 to 2001.

Harold. S. Rabin. Dr. Rabin, 60, was a Director from July 2005 until January 2007, at which time he resigned as a director. Dr. Rabin has been a diagnostic radiologist with Quantum Imaging and Therapeutic Associates for over 25 years. Dr. Rabin currently serves as a member of the group's Finance Committee and previously served as its President. In addition, Dr. Rabin is a member of the Medical Executive Committee of Holy Spirit Hospital in Camp Hill, Pennsylvania. Dr. Rabin is Mr. Ruttenberg's brother-in-law.

Mary A. Stanford. Dr. Stanford, 47, has been a Director since July 2005 and is a member of the Audit, Stock Option—Executive Compensation and Nominating and Governance Committees. Dr. Stanford has been a Professor of Accounting at the Neeley School of Business at Texas Christian University since 2002. Dr. Stanford previously was an Associate Professor of Accounting at Syracuse University from 1999 to 2002.

James T. Vanasek. Mr. Vanasek, 37, has been a Director since July 2005 and is a member of the Audit and Nominating and Governance Committees. Mr. Vanasek has served as Principal of VN Capital Management, LLC, a private hedge fund, since 2002. Prior to that, Mr. Vanasek was an investment banking associate at JPMorgan.

In addition, on February 13, 2007, the Company appointed Anthony B. Johnston, 47, as a director of the Company to serve until the next Annual Meeting of Stockholders of the Company and until his successor is duly elected and qualified. Mr. Johnston has over 20 years of public company experience in both the manufacturing and service sectors. Since October 1996, Mr. Johnston has been a Senior Vice President with The Westaim Corporation located in Calgary, Alberta, Canada. Prior to joining Westaim, Mr. Johnston was a Vice President with a major international airline.

There have been no events under any bankruptcy act, no criminal proceedings and no judgments or injunctions material to the evaluation of the ability and integrity of any executive officer during the past five years.

Audit Committee

The Company has a standing Audit Committee. The Audit Committee consists of two directors: James T. Vanasek and Mary A. Stanford. The Company's Board of Directors has determined that Mr. Vanasek qualifies as an "audit committee financial expert" as defined by SEC regulations.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon the Company's review of the reports and representations provide to it by persons required to file reports under Section 16(a), the Company believes that all of the Section 16(a) filing requirements applicable to the Company's reporting officers and directors were properly and timely satisfied during 2005, except for late Form 3 filings by Harold S. Rabin and Mary A. Stanford.

Code of Ethics

The Company has adopted a Code of Ethics which is applicable to all employees, officers and Directors of the Company. The Code of Ethics is intended to address conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets and compliance with laws, rules and regulations (including inside trading and reporting requirements). The Code of Ethics establishes special ethical rules with respect to the Chief Executive Officer and senior financial officials of the Company. It also establishes compliance procedures and mechanisms for reporting suspected violations. The Code of Ethics is available on the Company's website (www.americanlocker.com). The Company intends to disclose amendments to, or waivers from, provisions of the Code of Ethics that apply to the Chief Executive Officer and senior financial officials by posting such information on its website. The contents of the Company's website are not part of this Annual Report on Form 10-K.

Item 11. Executive Compensation

The following information is given for 2005, 2004 and 2003 with respect to the compensation which was paid or accrued for services in such years, or which was paid in such years for services in prior years but not included in the remuneration table in prior years' proxy statements, for each of the executive officers of the Company as of December 31, 2005.

	Annual Compensation				Long-Term Compensation
					Awards
					Awards		Payouts
				Other Annual Compensation ($)	Restricted Stock Award ($)	Securities Underlying Options (Shares)	Payouts
Name and Principal Positions	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Award ($)	Securities Underlying Options (Shares)	LTIP Payouts ($)	All Other Compensation ($)(1)
Edward F. Ruttenberg Chairman, Chief Executive Officer, Chief Operating Officer and Treasurer	2003 2004 2005	196,812 196,812 155,812	120,000 140,000 140,000	— — —	— — —	— — —	— — —	— — —
Ronald Cronin Chief Financial Officer(2)	2003 2004 2005	— — 19,038	— — —	— — —	— — —	— — —	— — —	— — —

(1): In accordance with applicable regulations, the amounts do not include perquisites and other personal benefits received by the named officers because the aggregate value of such benefits did not exceed the lesser of $50,000 or 10 percent of the total salary and bonus for the named officers.
(2): Mr. Cronin became the Company's Chief Financial Officer effective December 15, 2005. Mr. Cronin resigned his position as the Company's Chief Financial Officer on March 17, 2006.

STOCK OPTIONS

1999 Plan

In May 1999, the stockholders of the Company approved the American Locker Group Incorporated 1999 Stock Incentive Plan (the "1999 Plan").

Administration. The 1999 Plan is administered by the Stock Option—Executive Compensation Committee of the Board of Directors (the "Committee"). The Committee has the sole discretion to interpret the 1999 Plan, establish and modify administrative rules, impose conditions and restrictions on awards, and take such other actions as it deems necessary or advisable. In addition, the full Board of Directors of the Company can perform any of the functions of the Committee under the 1999 Plan.

Amount of Stock. The 1999 Plan provides for awards of up to 150,000 shares of Common Stock. The number and kind of shares subject to outstanding awards, the purchase price for such shares and the number and kind of shares available for issuance under the 1999 Plan is subject to adjustments, in the sole discretion of the Committee, in connection with the occurrence of mergers, recapitalizations and other significant corporate events involving the Company. The shares to be offered under the 1999 Plan will be either authorized and unissued shares or issued shares which have been reacquired by the Company.

Eligibility and Participation. The participants under the 1999 Plan will be those employees and consultants of the Company or any subsidiary who are selected by the Committee to receive awards, including officers who are also directors of the Company or its subsidiaries. Approximately five persons will initially be eligible to participate. No participant can receive awards under the 1999 Plan in any calendar year in respect of more than 15,000 shares of Common Stock.

Amendment or Termination. The 1999 Plan has no fixed expiration date. The Committee will establish expiration and exercise dates on an award-by-award basis. However, for the purpose of awarding incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") ("incentive stock options"), the 1999 Plan will expire ten years from its effective date of May 13, 1999.

Stock Options. The Committee may grant to a participant incentive stock options, options which do not qualify as incentive stock options ("non-qualified stock options") or a combination thereof. The terms and conditions of stock option grants including the quantity, price, vesting periods, and other conditions on exercise will be determined by the Committee. Incentive stock option grants shall be made in accordance with Section 422 of the Code.

The exercise price for stock options will be determined by the Committee at its discretion, provided that the exercise price per share for each stock option shall be at least equal to 100% of the fair market value of one share of Common Stock on the date when the stock option is granted.

Upon a participant's termination of employment for any reason, any stock options which were not exercisable on the participant's termination date will expire, unless otherwise determined by the Committee.

Upon a participant's termination of employment for reasons other than death, disability or retirement, the participant's stock options will expire on the date of termination, unless the right to exercise the options is extended by the Committee at its discretion. In general, upon a participant's termination by reason of death or disability, stock options which were exercisable on the participant's termination date (or which are otherwise determined to be exercisable by the Committee) may continue to be exercised by the participant (or the participant's beneficiary) for a period of twelve months from the date of the participant's termination of employment, unless extended by the Committee. Upon a participant's termination by reason of retirement, stock options which were

exercisable upon the participant's termination date (or which are otherwise determined to be exercisable by the Committee) may continue to be exercised by the participant for a period of three months from the date of the participant's termination of employment, unless extended by the Committee. If upon the disability or retirement of the participant, the participant's age plus years of continuous service with the company and its affiliates and predecessors (as combined and rounded to the nearest month) equals 65 or more, then all of the participant's options will be exercisable on the date of such disability or retirement for the exercise period stated above. In no event, however, may the options be exercised after the scheduled expiration date of the options.

Subject to the Committee's discretion, payment for shares of Common Stock on the exercise of stock options may be made in cash, by the delivery (actually or by attestation) of shares of Common Stock held by the participant for at least six months prior to the date of exercise, a combination of cash and shares of Common Stock, or in any other form of consideration acceptable to the Committee (including one or more "cashless" exercise forms).

Stock Appreciation Rights. Stock appreciation rights ("SARs") may be granted by the Committee to a participant either separate from or in tandem with non-qualified stock options or incentive stock options. SARs may be granted at the time of the stock option grant or, with respect to non-qualified stock options, at any time prior to the exercise of the stock option. A SAR entitled the participant to receive, upon its exercise, a payment equal to (i) the excess of the fair market value of a share of Common Stock on the exercise date over the SAR exercise price, times (ii) the number of shares of Common Stock with respect to which the SAR is exercised.

The exercise price of a SAR is determined by the Committee, but in the case of SARs granted in tandem with stock options, may not be less than the exercise price of the related stock option. Upon exercise of a SAR, payment will be made in cash or shares of Common Stock, or a combination thereof, as determined at the discretion of the Committee.

Change in Control. In the event of a change in control of the Company, all stock options and SARs will immediately vest and become exercisable. In general, events which constitute a change in control include: (i) acquisition by a person of beneficial ownership of shares representing 30% or more of the voting power of all classes of stock of the Company; (ii) during any year or period of two consecutive years, the individuals who at the beginning of such period constitute the Board no longer constitute at least a majority of the Board; (iii) a reorganization, merger or consolidation; or (iv) approval by the stockholders of the Company of a plan of complete liquidation of the Company.

No options were granted or exercised in 2005 under the 1999 Plan. The following table sets forth information with respect to the persons named in the Executive Compensation Table concerning the exercise of options during the last fiscal year and unexercised options held as of December 31, 2005. Share data reflects the four-for-one stock distribution which was distributed on June 25, 1998.

Aggregated Option/SAR Exercises in Last Fiscal Year
And Fiscal Year-End Option/SAR Values

			Number of Securities Underlying Unexercised Options at 12/31/05 (#)		Value of Unexercised In-The-Money Options at 12/31/05 ($)(1)
Name	Shares Acquired on Exercise (#)	Value Realized ($)
Name	Shares Acquired on Exercise (#)	Value Realized ($)	Exercisable	Unexercisable	Exercisable	Unexercisable
Edward F. Ruttenberg	—	—	25,000	—	—	—
Ronald Cronin	—	—	—	—	—	—

(1): Calculated on the basis of the closing price of the underlying securities at the closing of the market on December 31, 2005 ($5.92 per share) minus the applicable exercise price.

ESTIMATED RETIREMENT BENEFITS

The Company's pension plans for salaried employees (U.S. and Canadian) provide for an annual pension upon normal retirement computed under a career average formula, presently equal to 2% of an employee's eligible lifetime earnings, which includes salaries, commissions and bonuses. The following table sets forth the approximate annual benefits payable on normal retirement pursuant to the provisions of the pension plans for salaried employees to persons in specified lifetime average annual earnings categories and years-of-service classifications. Edward F. Ruttenberg is credited with eight years of service under this plan. See Note 9 for additional information about the Company's decision in May 2005 to freeze its obligations under the defined benefit plan for United States employees such that after July 15, 2005 no benefits will accrue under this plan.

	Annual Pension Benefits for Years of Credited Service Shown(1)
Lifetime Average Annual Earnings
Lifetime Average Annual Earnings	10 Years	20 Years	30 Years
50,000	10,000	20,000	30,000
75,000	15,000	30,000	45,000
100,000	20,000	40,000	60,000
125,000	25,000	50,000	75,000
150,000	30,000	60,000	90,000

(1): Pension benefit amounts listed in the table are not subject to deduction for Social Security benefits.

Effective February 1, 1999, the Company established a 401(K) Plan under which it matches employee contributions at the rate of $.10 per $1.00 of employee contributions up to 10% of employee's wages.

REPORT ON EXECUTIVE COMPENSATION

This Report on Executive Compensation is furnished by the Stock Option—Executive Compensation Committee of the Board of Directors (referred to as the "Committee").

In accordance with the rules of the Securities and Exchange Commission, this report is not incorporated by reference into any of the Company's registration statements under the Securities Act of 1933.

The Committee consists of three members, Craig R. Frank, John E. Harris and Mary A. Stanford, all of whom are independent non-employee directors.

The Committee is responsible for all aspects of executive compensation of the Company. It determines levels of executive compensation for each of the two principal executive officers of the Company and administers the Company's 1999 Stock Incentive Plan and the Company's 1988 Stock Incentive Plan. Following its deliberations, the Executive Committee makes periodic reports to the entire Board of Directors.

Compensation Philosophy—The Company's overall executive compensation objective is to attract and retain qualified executive officers by compensating them at levels comparable to those at similar businesses. The Company's compensation program for executive officers consists of five components:

(1): base salary;
(2): participation in bonus distributions;
(3): participation in other welfare and benefit plans available to employees of the Company and its subsidiaries generally; and
(4): participation in the 1999 Stock Incentive Plan.

Salary—The Committee reviews and, if appropriate, revises salary levels for the two principal executive officers of the Company annually. Salary adjustments made by the Committee generally become effective January 1 of each fiscal year.

Executive officer salaries are determined in light of individual performance and how their performance compares to the objectives and goals set forth at the beginning of each year, corporate performance and corporate salaries of executives at comparable companies. In fixing the Chief Executive Officer's salary, the Committee also considers his effectiveness in achieving expansion and growth objectives of the Company.

Bonus Distribution—The executive officers, on an annual basis at the end of each fiscal year, allocate discretionary bonuses to key employees of the Company. These bonuses are drawn from a pool established at the time by the executive officers based on factors including the operating results of the Company for such fiscal year. The Chief Executive Officer and the President make their determinations known to the Committee for all eligible employees. Decisions as to the amount of any such bonus to the two principal executive officers is determined by the Committee based on data submitted to it regarding individual performance and how their performance compares to the objectives and goals set forth at the beginning of each year. The bonuses are paid in cash.

1999 Stock Incentive Plan—The Stockholders of the Company adopted the 1999 Stock Incentive Plan in May 1999 to recruit and retain highly qualified managers, consultants and staff. The Committee administers the Plan which includes directing the amount of stock options awarded, selecting the persons to receive stock option awards, determining the terms, provisions and exercise prices for the stock options. The actual amount earned by any individual who receives stock options is determined by the performance of the Company's stock. The Committee uses the level of responsibility of an individual as a guideline to establish the size of stock option awards.

Other Plans—The Company maintains other pension benefit and welfare plans for employees of the Company and its subsidiaries, including a defined benefit plan, a 401(k) plan, medical, disability and life insurance plans. Executive officers participate in these plans on a non-preferential basis.

Compensation of Chief Executive Officer—Mr. Ruttenberg's compensation is based on the same philosophy and policies for all executive officers and includes the same components as the executive officers. In January 2006, to assure Mr. Ruttenberg's continued service to the Company, he and the Company entered into an employment agreement with a three year term, subject to termination in accordance with its provisions. The Committee believes that Mr. Ruttenberg's compensation is reasonable, competitive and fair.

Deductibility of Executive Compensation—Section 162(a) of the Internal Revenue Code imposes limits on tax deductions for annual compensation paid to a chief executive officer and other highly compensated officers unless the compensation qualifies as "performance-based" or is otherwise exempt under the law. The current levels of compensation of the executive officers of the Company are substantially below the levels at which the limitations of Section 162 are applicable. In the event that levels of compensation rise such that Section 162 should become applicable, the Committee intends to comply with the limitations of Section 162 unless such compliance is determined by the Committee not to be in the best interest of the Company at such time.

THE STOCK OPTION-EXECUTIVE
COMPENSATION COMMITTEE
John E. Harris, Chairperson
Craig R. Frank
Mary A. Stanford

COMPENSATION OF DIRECTORS

During 2004 and 2005, each director, other than the Chair of the Audit Committee, who was not a salaried employee of the Company, was paid a base director fee of $2,000 per calendar quarter and a fee of $500 for each meeting of the Board of Directors or of a Committee of the Board which he attended. In recognition of the additional responsibilities and time commitment associated with the position, the Chair of the Audit Committee instead received a base director fee of $4,000 per calendar quarter and a fee of $500 for each meeting of the Board of Directors or of a Committee of the Board which he attended. All payments of compensation to directors were payable on a monthly basis.

During 2006, each director, other than the Chair of the Audit Committee, who was not a salaried employee of the Company, was paid an annual base director fee of $8,000, payable quarterly at the end of each calendar quarter. $5,000 of that amount was payable in cash, and the remaining $3,000 was paid in the form of unregistered shares of the Company's Common Stock, as valued on the basis of the closing price thereof on the last business day of the calendar quarter for which such shares were issued. In recognition of the additional responsibilities and time commitment associated with the position, the Chair of the Audit Committee received an additional fee of $3,000 on an annual basis, payable in cash quarterly at the end of each calendar quarter. Each director received $500 for each meeting of the Board of Directors attended in person or by conference telephone, payable in cash quarterly at the end of each calendar quarter. No director received additional compensation for attendance at any meeting of any committee of the Board of Directors.

Effective January 1, 2007, each director, other than the Chair of the Audit Committee, who was not a salaried employee of the Company, was paid an annual base director fee of $8,000, payable quarterly at the end of each calendar quarter. In recognition of the additional responsibilities and time commitment associated with the position, the Chair of the Audit Committee received an additional fee of $3,500 on an annual basis, payable in cash quarterly at the end of each calendar quarter. Each director received $500 for each meeting of the Board of Directors attended in person or by conference telephone, payable in cash quarterly at the end of each calendar quarter. No director received additional compensation for attendance at any meeting of any committee of the Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Executive Compensation-Stock Option Committee is an officer or employee of the Company. No other member of the Committee has a current or prior relationship, and no officer who is a statutory insider of the company has a relationship to any other company, required to be described under the Securities and Exchange Commission rules relating to disclosure of executive compensation.

EMPLOYMENT CONTRACT

On January 3, 2006, the Company and Mr. Ruttenberg, the Company's Chief Executive Officer, Chief Operating Officer and Treasurer, entered into an Employment Agreement (the "Employment Agreement") in connection with Mr. Ruttenberg's continued employment with the Company in such capacity

The Employment Agreement provides for three years, subject to termination in accordance with its terms. Under the Employment Agreement, Mr. Ruttenberg will be paid a base annual salary in an amount of no less than $160,000, plus an annual bonus to the extent authorized by the Company's Board of Directors. Mr. Ruttenberg will be entitled to participate in any benefit programs maintained by the Company for full-time salaried employees generally. The Employment Agreement also contains customary covenants regarding nondisclosure of confidential information and non-competition restrictions.

If the Employment Agreement is terminated as a result of Mr. Ruttenberg's death, disability or retirement, Mr. Ruttenberg or his estate, as applicable, will be entitled to payment of (i) his base salary for the entire calendar month in which the termination takes place and for a period of 12 months commencing with the beginning of the month immediate following the month in which the termination takes place and (ii) any annual bonus, prorated through the date of the termination. If Mr. Ruttenberg terminates the Employment Agreement for "good reason", Mr. Ruttenberg will be entitled to payment of (i) his base salary for the entire calendar month in which the termination takes place and for the period thereafter through December 31, 2008 and (ii) any annual bonus, prorated through the date of the termination. If the Company terminates the Employment Agreement for "cause", Mr. Ruttenberg will be entitled only to payment of his base salary for the entire calendar month in which the termination takes place. If the Employment Agreement is terminated after December 31, 2008 for any other reason, Mr. Ruttenberg will be entitled to payment of (i) his base salary for the entire calendar month in which the termination takes place and (ii) any annual bonus, prorated through the date of the termination.

CUMULATIVE TOTAL STOCKHOLDER RETURN

The graph set forth below shows the cumulative total stockholder return (i.e., price change plus reinvestment of dividends) on the Common Stock from the first day of trading in the Common Stock for the past five calendar years as compared to the Russell 2000 Index, the Hemscott Group Index and a peer group consisting of a group of business equipment manufacturers, including HNI Corp., Herman Miller, Inc., Xerox Corporation, Steelcase Inc. and Pitney Bowes, Inc. The graph assumes that $100 was invested on January 1, 2000.

In accordance with the rules of the Securities and Exchange Commission, this presentation is not incorporated by reference into any of the Company's registration statements under the Securities Act of 1933.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG AMERICAN LOCKER GROUP, INC.,
RUSSELL 2000 INDEX AND PEER GROUP INDEX

ASSUMES $100 INVESTED ON JAN. 1, 2001
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2005

	2000	2001	2002	2003	2004	2005
American Locker Group, Inc.	100.00	309.09	242.73	202.91	268.16	107.64
Hemscott Group Index	100.00	133.83	115.30	168.80	192.54	190.44
Russell 2000 Index	100.00	101.02	79.22	115.16	135.31	139.81
Peer Group	100.00	131.03	110.74	160.09	185.56	178.85

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

As of August 24, 2007, the directors and named executive officers of the Company owned the following shares of Common Stock of the Company:

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership		Percent of Class
Edward F. Ruttenberg	79,841	(2)	5.2	%
Craig R. Frank	150		*
John E. Harris	644		*
Anthony B. Johnston	0		*
Mary A. Stanford	644		*
James T. Vanasek	122,152	(3)	7.9	%
All 6 directors and executive officers as a group(7)	203,431		13.1	%

(*): Less than 1%
(1): The address of each listed individual is c/o American Locker Group Incorporated, 815 Main Street, Grapevine, TX 76051.
(2): Includes 25,000 shares which Edward F. Ruttenberg has the right to obtain under stock options. Also includes 47,509 shares held by Edward F. Ruttenberg, 2,000 shares held jointly by Edward F. Ruttenberg and Sara Ruttenberg and 5,332 shares held by Rollform of Jamestown, Inc., a company in which Edward F. Ruttenberg and his immediate family own a 97% interest.
(3): Includes 644 shares held in Mr. Vanasek's name and 121,508 shares held by VN Capital Management, LLC and Joinville Capital Management, LLC, of which Mr. Vanasek is a Principal, with respect to which Mr. Vanasek disclaims beneficial ownership except to the extent of his pecuniary interest, if any.

EQUITY COMPENSATION PLAN INFORMATION

Information about its equity compensation plans at December 31, 2005 was as follows:

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders	33,600	$	7.43	73,000
Equity compensation plans not approved by security holders	—		—	—

Total	33,600	$	7.43	73,000

Item 13. Certain Relationships and Related Transactions

The Chairman and Chief Executive Officer of the Company is a stockholder and director of Rollform of Jamestown Inc., a rollforming company. One of the Company's subsidiaries purchased

$90,000, $245,000 and $151,000 of fabricated parts from Rollform of Jamestown, Inc. in 2005, 2004 and 2003, respectively.

Item 14. Principal Accountant Fees and Services 9(e)

The Audit Committee of the Board of Directors of the Company has appointed Travis, Wolff & Company, LLP as the independent registered public accounting firm to audit the financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 2005. Previously, the Company engaged Schneider Downs & Co., Inc. as the independent registered public accounting firm to audit the financial statements of the Company and its subsidiaries for the fiscal year ended December 31, 2004. Schneider Downs & Co., Inc. resigned as the independent registered public accounting firm effective August 26, 2005.

The following table presents fees and other expenses for professional audit services rendered by (i) Travis, Wolff & Company, LLP for the audit of the Company's annual financial statements for the year ended December 31, 2005 and fees and other expenses for other services rendered during that period and (ii) Schneider Downs & Co., for the audit of the Company's annual financial statements for the year ended December 31, 2004 and fees and other expenses for other services rendered during that period.

		2005		2004
Audit fees		$	409,000	$	185,000
Audit-related fees			39,000		0
Tax fees			31,000		2,600
All other fees			0		500

	Total	$	479,000	$	188,100

AUDIT FEES

Audit fees in 2005 relate to services rendered in connection with the audit of the Company's consolidated financial statements and the quarterly review of the financial statements included in the Company's Form 10-Q for its third fiscal quarter.

AUDIT-RELATED FEES

Audit-related fees in 2005 include fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and that are not reported under the caption "Audit Fees" above. Audit-related fees in 2005 relate to services rendered in connection with the audit of the Company's U.S. employee benefit plans.

TAX FEES

Tax fees in 2005 include fees for services with respect to tax compliance, tax advice and tax planning.

OTHER FEES

There were no other fees in 2005.

The Audit Committee considered whether the provision of all services described above was compatible with maintaining the auditor's independence, and has determined that such services for 2005 and 2004 were compatible with maintaining the auditor's independence. All services described above were pre-approved by the Audit Committee.

Part IV

Item 15. Exhibits and Financial Statement Schedules

(a)

The documents filed as part of this report are as follows:

1.: Financial Statements
2.: Financial Statement Schedules

See Index to Financial Statements and Financial Statement Schedules. All other consolidated financial schedules are omitted because they are inapplicable, not required or the information is included elsewhere in the consolidated financial statements or the notes thereto.

3.: Exhibits

Exhibits required by Item 601 of Regulation S-K are submitted as a separate section herein immediately following the "Exhibit Index".

American Locker Group Incorporated

Index to Financial Statements and Financial Statement Schedules

The financial statements together with the reports of Travis, Wolff & Company, LLP dated August 30, 2007, Schneider Downs & Co., Inc. dated March 18, 2005, May 12, 2005 and August 31, 2007 and Ernst & Young LLP dated February 24, 2004 are included in Item 8 Financial Statements and Supplementary Data in the Annual Report on Form 10-K.

Financial Schedules for the years 2005, 2004, and 2003:

Valuation and Qualifying Accounts

Schedule II

American Locker Group Incorporated

Valuation and Qualifying Accounts

Year	Description	Balance at the Beginning of Year		Additions Charged to Costs and Expense		Deductions			Balance at End of Year
Year ended 2005
	Allowance for Doubtful Accounts	$	232,000	$	332,000	$	(444,000	)	$	120,000
	Reserve for Inventory Valuation		386,000		617,000		—			1,003,000
Year ended 2004
	Allowance for Doubtful Accounts	$	371,000	$	155,000	$	(294,000	)	$	232,000
	Reserve for Inventory Valuation		457,000		123,000		(194,000	)		386,000
Year ended 2003
	Allowance for Doubtful Accounts	$	333,000	$	94,000	$	(56,000	)	$	371,000
	Reserve for Inventory Valuation		357,000		100,000		—			457,000

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMERICAN LOCKER GROUP INCORPORATED

		/s/ EDWARD F. RUTTENBERG Edward F. Ruttenberg Chairman, Chief Executive Officer, Chief Operating Officer and Treasurer
		August 31, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ EDWARD F. RUTTENBERG Edward F. Ruttenberg	Chairman, Chief Executive Officer, Chief Operating Officer, Treasurer, Principal Executive, Financial and Accounting Officer	August 31, 2007
/s/ CRAIG R. FRANK Craig R. Frank	Director	August 31, 2007
/s/ JOHN E. HARRIS John E. Harris	Director	August 31, 2007
/s/ ANTHONY B. JOHNSTON Anthony B. Johnston	Director	August 31, 2007
/s/ MARY A. STANFORD Mary A. Stanford	Director	August 31, 2007
/s/ JAMES T. VANASEK James T. Vanasek	Director	August 31, 2007

EXHIBIT INDEX

Exhibit No.		Prior Filing or Notation of Filing Herewith
3.1	Certificate of Incorporation of American Locker Group Incorporated	Exhibit to Form 10-K for Year ended December 31, 1980
3.2	Amendment to Certificate of Incorporation changing name of company	Form 10-C filed May 6, 1985
3.3	Amendment to Certificate of Incorporation limiting liability of Directors and Officers	Exhibit to Form 10-K for year ended December 31, 1987
3.4	By-laws of American Locker Group Incorporated as amended and restated	Exhibit to Form 10-K for year ended December 31, 1985
3.5	Certificate of Designations of Series A Junior Participating Preferred Stock	Exhibit to Form 10-K for year ended December 31, 1999
3.6	Amendment to By-laws of American Locker Group Incorporated dated January 15, 1992	Exhibit to Form 10-K for year ended December 31, 1991
3.7	Amendment to Bylaws dated March 3, 1999	Exhibit to Form 10-K for year ended December 31, 1998
3.8	Amendment to Bylaws dated November 19, 1999	Exhibit to Form 10-K for year ended December 31, 1999
10.1	Form of Indemnification Agreement between American Locker Group Incorporated and its directors and officers	Exhibit to Form 8-K filed May 18, 2005
10.2	American Locker Group Incorporated 1999 Stock Incentive Plan	Exhibit to Form 10-Q for the quarter ended June 30, 1999
10.3	Rights Agreement dated November 19, 1999 between American Locker Group Incorporated and Chase Mellon Shareholder Services LLC	Exhibit to Form 8-K filed November 18, 1999
10.4	Employment Agreement dated January 3, 2006 between American Locker Group Incorporated and Edward F. Ruttenberg	Exhibit to Form 8-K filed January 4, 2006
10.5	Form of Option Agreement under 1999 Stock Incentive Plan	Exhibit to Form 10-K for year ended December 31, 1999
10.6	Loan Agreement dated March 6, 2007 between American Locker Group, F&M Bank and Trust Company and Altreco, Inc.	Filed herewith
10.7	Loan Agreement dated March 6, 2007 between American Locker Group, F&M Bank and Trust Company and Altreco, Inc., as Guarantor.	Filed herewith
21.1	List of Subsidiaries	Filed herewith
23.1	Consent of Travis, Wolff & Company, LLP	Filed herewith
23.2	Consent of Schneider Downs & Co., Inc.	Filed herewith
23.3	Consent of Ernst & Young LLP	Filed herewith

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.	Filed herewith
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.	Filed herewith
32	Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith

EX-10.6 2 a2179345zex-10_6.htm EXHIBIT 10.6
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.6

Loan Agreement

This Loan Agreement ("Agreement") dated as of March 5, 2007, is between The F&M Bank & Trust Company ("Lender"), American Locker Group, Incorporated, a Delaware corporation ("Borrower"), and Altreco, Incorporated, a Delaware corporation (the "Guarantor").

Recitals

Borrower and Guarantor have requested Lender to make a revolving line of credit loan to Borrower in an aggregate principal amount of up to Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00), or so much thereof as may be advanced or readvanced and outstanding and unpaid, more fully described in Section 1.1. (15) below (the "Loan"). Lender is willing to make the Loan to Borrower upon the terms and conditions hereinafter set forth.

Agreements

Now, Therefore, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

Article 1.
Definitions

1.1. Definitions. As used in this Agreement, the following terms have the following meanings:

(1) "Account Receivable" or "Accounts Receivable" means all of Borrower's now owned and hereafter acquired, accounts, accounts receivable (whether or not earned by performance), right to payment of any kind, proceeds of any letters of credit naming Borrower as beneficiary, contract rights, chattel paper, instruments, documents and all other forms of obligations at any time owing to Borrower, all guaranties and other security therefor, whether secured or unsecured, all merchandise returned to or repossessed by Borrower, and all rights of stoppage in transit and all other rights or remedies of an unpaid vendor, lienor or secured party. Accounts Receivable include all now owned or hereafter acquired accounts, instruments and general intangibles, all rights, remedies, guaranties, security interests and liens, all records and other property evidencing any and all proceeds which relating to or are associated with such Accounts Receivable.

(2) "Affiliate" means any Person directly or indirectly controlling, controlled by, or under common control with Borrower.

(3) "Borrowing Base" means the sum of eighty percent (80%) of the aggregate amount of Eligible Accounts Receivable.

(4) "Borrowing Base Certificate" means the Borrowing Base Certificate shown on Exhibit "A" attached hereto.

(5) "Business Day" means a day when Lender is open for business.

(6) "Collateral" has the meaning specified in Section 4.1.

(7) "Debt" means for any Person: (i) all indebtedness, whether or not represented by bonds, debentures, notes or other evidences of indebtedness, for the repayment of money borrowed; (ii) all indebtedness representing deferred payment of the purchase price of property or assets; (iii) all indebtedness under any lease which, in conformity with GAAP, is required to be capitalized for balance sheet purposes; (iv) all indebtedness under guaranties, endorsements, assumptions or other contingent obligations, in respect of, or to purchase or otherwise acquire, indebtedness to others; and (v) all indebtedness secured by a Lien existing on property owned, subject to such Lien, whether or not the indebtedness secured thereby shall have been assumed by the owner thereof.

(8) "Eligible Accounts Receivable" means Accounts Receivable arising in the ordinary course of Borrower's business from the sale of goods or rendition of services, which Lender, in its Permitted Discretion, shall deem eligible based on such considerations as Lender may from time to time deem appropriate. Without limiting the foregoing, an Account Receivable shall not be deemed to be an Eligible Accounts Receivable if (i) the account debtor has failed to pay the Account Receivable within a period of ninety (90) days after invoice date, to the extent of any amount remaining unpaid after such period; (ii) the account debtor has failed to pay more than 25% of all outstanding Accounts Receivable owed by it to Borrower within ninety (90) days after invoice date; (iii) the account debtor is an Affiliate of Borrower; (iv) the goods relating thereto are placed on consignment, guaranteed sale, "bill and hold," "COD" or other terms pursuant to which payment by the account debtor may be conditional; (v) the account debtor is not located in the United States or Canada, unless the Account Receivable is supported by a letter of credit or other form of guaranty or security, in each case in form and substance satisfactory to Lender; (vi) Borrower is or may become liable to the account debtor for goods sold or services rendered by the account debtor to Borrower; (vii) the account debtor's total obligations to Borrower exceed 25% of all Eligible Accounts Receivable, to the extent of such excess; (vii) the account debtor disputes liability or makes any claim with respect thereto (up to the amount of such liability or claim), or is subject to any insolvency or bankruptcy proceeding, or becomes insolvent, fails or goes out of a material portion of its business; (ix) the amount thereof consists of late charges or finance charges; (x) the amount thereof consists of a credit balance more than ninety (90) days past due; ((xi) the invoice constitutes a progress billing on a project not yet completed, except that the final billing at such time as the matter has been completed and delivered to the customer may be deemed an Eligible Accounts Receivable; (xii) the amount thereof is not yet represented by an invoice or bill issued in the name of the applicable account debtor; (xiii the amount thereof is denominated in or payable with any currency other than U.S. Dollars; or (xiv) such Account Receivable is not at all times subject to Lender's duly perfected first priority security interest.

(9) "EBITDA" means the earnings before interest expense, taxes, depreciation and amortization, plus non-recurring professional fees and other non-recurring adjustments as determined by Lender in its sole discretion.

(10) "Equipment" means any tangible assets used in Borrower's business including, but not limited to equipment, machinery, electronics and tools.

(11) "Event of Default" has the meaning specified in Section 9.1.

(12) "Guaranty" means the Guaranty Agreement executed by Guarantor in favor of Lender, executed in connection with the Loan, as the same may be amended, supplemented, or modified from time to time.

(13) "Inventory" means all of Borrower's now owned and hereafter acquired goods, merchandise or other personal property, wherever located, to be furnished under any contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in Borrower's business or used in connection with the manufacture, packing, shipping, advertising, selling or finishing of such goods, merchandise or other personal property, and all documents of title or other documents representing them.

(14) "Lien" means any lien, mortgage, security interest, tax lien, pledge, encumbrance, or conditional sale or title retention agreement, or any other interest in property designed to secure the repayment of Debt or any other obligation, whether arising by agreement, operation of law, or otherwise.

(15) "Loan" means the loan in the original principal amount of up to Seven Hundred Fifty Thousand and No/100 Dollars ($750,000.00), or so much thereof as may be advanced and outstanding and unpaid, to be made by Lender to Borrower pursuant to Article 2.

(16) "Loan Agreement Rider" means the Loan Agreement Rider executed by Borrower, Guarantor and Lender executed in connection with the Loan, as the same may be amended, supplemented or modified from time to time.

(17) "Loan Documents" means this Agreement, the Note, the Guaranty, the Security Agreement, the UCC-1 Financing Statement, the Subordination Agreements, the Loan Agreement Rider, the InterCreditor Agreement and all other promissory notes, pledge agreements, guaranties, deeds of trust, security agreements, and other instruments, documents and agreements executed and delivered by Borrower or Guarantor pursuant to or in connection with this Agreement and any future amendments hereto or thereto. All such Loan Documents shall be in form, substance and content in all respects satisfactory to Lender.

(18) "Lockbox Account" means the bank account established under the Lockbox Agreement.

(19) "Lockbox Agreement" means an agreement between Lender and Borrower governing the Lockbox Account with Lender titled in the name of Borrower which shall provide Lender with a security interest in and exclusive domain and control over such lockbox (and/or any related depository account) and all cash and other items received or deposited therein.

(20) "Note" means the Revolving Line of Credit Promissory Note of even date herewith, executed or to be executed by Borrower, payable to the order of Lender in the principal amount of the Loan and all extensions, renewals and modifications thereof.

(21) "Obligated Party" means Borrower, Guarantor and any Person who is or becomes party to any agreement that guarantees or secures payment and performance of the Obligations or any part thereof.

(22) "Obligations" means all obligations, indebtedness and liabilities of any Obligated Party to Lender, now existing or hereafter created, acquired or incurred, whether direct, indirect, primary or secondary, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, regardless of whether such present or future indebtedness, obligations and liabilities may, prior to their acquisition by any Obligated Party, be or have been in favor of some other person or have been acquired by Obligated Party in a transaction with one or more borrowers, together with any and all renewals and extensions of such indebtedness, obligations and liabilities, including, without limitation, the obligations, indebtedness and liabilities of Borrower and/or Guarantor under this Agreement, the Note, the Term Note, and the other Loan Documents, and all interest accruing thereon and all attorneys' fees and other expenses incurred in the enforcement or collection thereof.

(23) "Permitted Discretion" means Lender's judgment exercised in good faith based upon its consideration of any factor which Lender believes in good faith: (i) will or could materially adversely affect the value of any Collateral, the enforceability or priority of Lender's liens thereon or the amount which Lender would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation of such Collateral; (ii) suggests that any collateral report or financial information delivered to Lender by any Person on behalf of the Borrower is incomplete, inaccurate or misleading in any material respect; (iii) materially increases the likelihood of a bankruptcy, reorganization or other insolvency proceeding involving the Borrower, any Guarantor or any of the Collateral, or (iv) creates or reasonably could be expected to create an Event of Default. In exercising such judgment, Lender may consider such factors already included in or tested by the definition of Eligible Account Receivables or Eligible Inventory, as well as any of the following: (i) the financial and business climate of the Borrower's industry and general macroeconomic conditions, (ii) changes in collection history and dilution with respect to the Accounts Receivable, (iii) changes in demand for, and pricing of, Inventory, (iv) changes in any concentration of risk with respect to Receivables and/or Inventory, and (v) any other factors that change the credit risk of lending to the Borrower on the security of the Receivables and Inventory. The burden of establishing lack of good faith hereunder shall be on the Borrower

(24) "Permitted Liens" means (i) security interests securing purchase money debt for the acquisition or lease of equipment used in the ordinary course of Borrower's business, not to exceed $100,000.00 in the aggregate, and which do not affect any part of the real estate securing the payment and performance of the Obligations, and (ii) liens or security interests arising for non-delinquent taxes not yet due and payable.

(25) "Person" means any individual, corporation, business trust, association, company, partnership, joint venture or other entity.

(26) "Reserves" means as of any date of determination, such amounts as Lender may from time to time establish and revise in its Permitted Discretion reducing the loan limits which would otherwise be available to Borrower: (a) to reflect events, conditions, contingencies or risks which, as determined by Lender in good faith, do or may materially affect either (i) the Collateral or any other property which is security for the Obligations or its value, (ii) the assets, business or prospects of Borrower or any Guarantor or (iii) the security interests and other rights of Lender in the Collateral (including the enforceability, perfection and priority thereof) or (b) to reflect Lender's good faith belief that any collateral report or financial information furnished by or on behalf of Borrower or any Guarantor to Lender is or may have been materially incomplete, inaccurate or misleading in any material respect or (c) in respect of any state of facts which Lender determines in good faith constitutes an Event of Default or may, with notice or passage of time or both, constitute an Event of Default.

(27) "Security Agreement" means the Security Agreement executed by the Borrower in favor of Lender in connection with the Loan, as the same may be amended, supplemented or modified from time to time.

(28) "Subsidiary" or "Subsidiaries" means any corporation, general partnership or limited partnership of which more than fifty percent (50%) of the issued and outstanding securities or partnership interests, as the case may be, having ordinary voting power for the election of a majority of directors or managing partners, as the case may be, is owned or controlled, directly or indirectly, by Borrower, Borrower and one or more other Subsidiaries, or by one or more other Subsidiaries.

(29) "Term Loan Agreement" means the Loan Agreement Note of even date herewith, by and between Borrower, Guarantor and Lender executed in connection with and pertaining to the Term Note.

(30) "Term Note" means the Promissory Note of even date herewith, executed or to be executed by Borrower, payable to the order of Lender in the principal amount of $2,200,000.00, and all extensions, renewals and modifications thereof.

1.2. Other Definitional Provisions. All definitions contained in this Agreement are equally applicable to the singular and plural forms of the terms defined. The words "hereof," "herein" and "hereunder" and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all article and section references pertain to this Agreement. All accounting terms not specifically defined herein shall be construed in accordance with and determined by generally accepted accounting principles ("GAAP").

Article 2.
Loan

2.1. Advance Limit and Borrowing Base. Subject to the terms and conditions of this Agreement Lender agrees to extend the Loan to Borrower in one or more advances from time to time from the date hereof. Borrower must comply with all of the provisions in this Agreement, including, without limitation, the provisions of Article 4. prior to Lender making an advance in conjunction with the Loan. The outstanding principal balance of the Loan shall not exceed the lesser of (i) the Borrowing Base or (ii) $750,000.00, subject to any Reserves. In the event the outstanding principal balance of the Loan shall at any one time exceed the lesser of the $750,000.00, or the Borrowing Base, in either case, after accounting for Reserves, Borrower agrees to forthwith reduce the outstanding principal amount of the Note, within five (5) days after demand is made by Lender, to bring such outstanding balance into compliance with the lesser of $750,000.00, or the Borrowing Base. With each draw request Borrower shall execute and deliver to Lender a Borrowing Base Certificate. Notwithstanding the forgoing to the contrary, Lender has the right, but not the obligation, to make advances of principal under the Loan in excess of the limits described above to pay any portion of the Obligations that may be due and owing at any time under the Note or the Term Note.

2.2. Repayment of Note. The obligation of Borrower to repay the Loan shall be evidenced by the Note executed by Borrower, payable to the order of Lender, in the principal amount of the Loan and dated the date of the making of the Loan.

2.3. Revolving Indebtedness. It is contemplated that the Loan shall be revolving in nature, in that principal amounts may be advanced thereunder, repaid and readvanced from time to time during the term of the Loan. It is further contemplated by the parties that disbursements will be made for working capital purposes of Borrower, repaid partially and readvanced as deposits are made under the Lockbox Agreement and readvanced under the terms of the Agreement. It is the intent of the parties that this Agreement and the other Loan Documents shall remain in full force and effect and shall govern the agreements of the parties notwithstanding the fact that the Loan may be paid down to a zero principal balance. It is understood and agreed that notwithstanding such release, substitution and replacement of collateral, the Loan Documents shall remain in full force and effect and unchanged.

2.4. Use of Proceeds of Loan. The proceeds of the Loan shall be used by Borrower as working capital for the Borrower's business.

Article 3.
Payments

3.1. Principal Payments. Except where evidenced by notes or other instruments issued or made by Borrower to Lender specifically containing payment provisions which are in conflict with this Section 3.1 (in which event the conflicting provisions of said notes or other instruments shall govern and control), that portion of the Obligations consisting of principal payable on account of the Loan shall be payable by Borrower to Lender immediately upon the earliest of (i) the receipt by Lender or Borrower of any proceeds of or income from any of the Collateral, to the extent of said proceeds, (ii) the occurrence of an Event of Default in consequence of which Lender elects to accelerate the maturity and payment of such loans, (iii) any termination of this Agreement; provided, however, that any overadvance or overline shall be payable on demand pursuant to the provisions of Section 2.1. hereof., or (iv) when called for in the Loan Documents.

3.2. Interest Payments. Accrued but unpaid interest shall be due and payable as set forth in the Note.

3.3. Collections. Until Lender notifies Borrower in writing to the contrary, Borrower may collect all Account Receivables directly from all account debtors. If Lender notifies Borrower in writing that Lender requires all Account Receivables to be deposited directly into the LockBox Account, Borrower shall then direct all of its account debtors, payors and other third parties to remit all payments owing to Borrower directly to the Lockbox Account. In the event Borrower shall nevertheless directly receive any payments or other financial proceeds of any Collateral after such written notice from Lender, Borrower shall receive all payments in trust for Lender and immediately deliver all payments to Lender in their original form as set forth below, duly endorsed in blank or cause the same to be deposited into the Lockbox Account. Lender or its designee may, at any time, notify account debtors that the Accounts Receivable have been assigned to Lender and of Lender's security interest therein, and may collect the Accounts Receivable directly and charge the collection costs and expenses to Borrower's loan account. Borrower agrees that, in computing the charges under this Agreement, all items of payment shall be deemed applied by Lender on account of the Obligations one (1) Business Day after receipt by Lender of good funds which have been finally credited to Lender's account, whether such funds are received directly from Borrower or from the Lockbox Account, and this provision shall apply regardless of the amount of the Obligations outstanding or whether any Obligations are outstanding; provided, that if any such good funds are received after 12:00 p.m. noon (Dallas time) on any Business Day or at any time on any day not constituting a Business Day, such funds shall be deemed received on the immediately following Business Day. Lender is not, however, required to credit Borrower's account for the amount of any item of payment which is unsatisfactory to Lender in its Permitted Discretion and Lender may charge Borrower's loan account for the amount of any item of payment which is returned to Lender unpaid.

Article 4.
Collateral

4.1. Collateral. To secure full and complete payment and performance of the Obligations of Borrower, Borrower and Guarantor have executed or shall execute and deliver or cause to be executed and delivered the Security Agreement covering the property and collateral described in this Section 4.1. (which, together with any other property and collateral which may now or hereafter secure the Obligations of Borrower or any part thereof, is sometimes herein called the "Collateral"):

a. All of the Borrower's right, title and interest in and to all of the Borrower's Inventory, Equipment, materials, supplies, goods, general intangibles, money, instruments, accounts, chattel paper, contract rights, accounts, Accounts Receivable, purchase orders received and rights to payment of any kind (including, without limitation, such rights of payment arising out of a sale, lease or other disposition of goods by the Borrower, out of a rendering of services by the Borrower, out of a loan by the Borrower, whether such right to payment is or is not already earned by performance, and howsoever such right to payment may be evidenced, together with all of the rights and interest (including all liens and security interests) which the Borrower may at any time have by law or agreement against any account debtor or other obligor obligate to make any such payment or against any of the property of such account debtor or other obligor contract rights, whether now owned or acquired later; all accessions, additions, replacements and substitutions or any of the foregoing; all records of any kind relating to any of the foregoing; and all proceeds (including insurance and accounts proceeds) and all products and proceeds of any of the foregoing, and wherever located;

4.2. Setoff. Upon the occurrence of an Event of Default, Lender shall have the right to set off and apply against the Obligations in such manner as Lender may determine, without notice to Borrower, any and all deposits (general or special, time or demand, provisional or final) or other sums at any time credited by or owing from Lender to Borrower. As further security for the Obligations of Borrower, Borrower hereby grants to Lender a security interest in all money, instruments and other property of Borrower now or hereafter held by Lender, including, without limitation, property held in safekeeping. In addition to Lender's right of setoff and as further security for the Obligations of Borrower, Borrower hereby grants to Lender a security interest in all deposits (general or special, time or demand, provisional or final) and other accounts of Borrower now or hereafter on deposit with or held by Lender and all other sums at any time credited by or owing from Lender to Borrower. The rights and remedies of Lender hereunder are in addition to other rights and remedies (including, without limitation, other rights of setoff) which Lender may have.

4.3. Guaranty of the Obligations. Contemporaneously with the making of the Loan, Guarantor shall guarantee payment of the Obligations of Borrower by execution and delivery of the Guaranty.

Article 5.
Conditions Precedent

5.1. Loan. The obligation of Lender to make the Loan is subject to Lender's receipt or written waiver, on or before the day of the making of the Loan, of each of the following, each dated (unless otherwise indicated) the day of the making of the Loan, in form and substance satisfactory to Lender:

a. The Certificate of Incorporation of Borrower.

b. Certificates of the appropriate government officials of the state of formation of the Borrower as to the existence of the Borrower.

c. The Note executed by Borrower.

d. The Guaranty executed by Guarantor.

e. The Security Agreement executed by Borrower.

f. UCC-1 Financing Statement covering the Collateral executed by Borrower.

g. The Certificate of Secretary of certifying that the Board of Directors of Borrower has passed a resolution, which (i) authorizes the execution, delivery and performance by Borrower of this Agreement and/or the other Loan Documents to which Borrower is or will be a party hereunder and (ii) sets forth the name of the officers of Borrower authorized to sign this Agreement and/or each of the other Loan Documents to which Borrower is or will be a party (including the certificates contemplated herein).

h. The Certificate of Secretary of Guarantor certifying that the Board of Directors of Guarantor has passed a resolution, which (i) authorizes the execution, delivery and performance by Guarantor of this Agreement, the Guaranty and/or the other Loan Documents to which the Borrower are or will be a party hereunder and (ii) sets forth the name of the officers of Guarantor authorized to sign this Agreement and/or each of the other Loan Documents to which Guarantor is or will be a party (including the certificates contemplated herein).

h. The Loan Agreement Rider executed by the Borrower and Guarantor.

i. A UCC search report from the Secretary of States of Texas revealing no conflicting security interests in the Collateral other than as expressly permitted by Lender in its sole and absolute discretion.

j. All necessary authorizations, consents, approvals, licenses, filings and registrations with governmental or regulatory authorities or in connection with the execution, delivery or performance by Borrower or Guarantor of this Agreement, the Note and other Loan Documents to which Borrower and Guarantor are a party.

k. Such documents, instruments, and information as Lender may reasonably request.

l. Borrower and Guarantor have delivered to Lender its audited financial statements.

m. All corporate proceedings taken in connection with the transactions contemplated by this Agreement and all documents, instruments and other legal matters incident thereto shall be satisfactory to Lender.

n. An opinion letter issued by Borrower's legal counsel opining that, among other things, the execution and delivery of the Loan Documents by Borrower and Guarantor have been duly authorized by all requisite corporate action of Borrower and Guarantor and that the Loan Documents constitute the legally binding obligations of Borrower and Guarantor enforceable in accordance with its terms, subject to certain qualifications approved by Lender.

Article 6.
Representations and Warranties

To induce Lender to enter into this Agreement, Borrower and Guarantor represent and warrant to Lender that:

6.1. Existence and Authority. The Borrower (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) has all requisite power to own assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify would have a material adverse effect on its business, financial condition, or operations. The Borrower has the power and authority to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is or may become a party.

6.2. Financial Statements. Borrower has delivered to Lender audited consolidated financial statements of Borrower and Guarantor, setting forth all financial information regarding the Borrower, all as at and for the last fiscal year of Borrower. The audited financial statements prepared at the end of the fiscal year of Borrower and, along with the other financial statements referred to above or delivered in connection herewith, are true and correct, and fairly present, on a consolidated basis, if applicable, the financial condition of the Borrower as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Borrower has no material contingent liabilities, liabilities for taxes, material forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments not reflected in such financial statements. There has been no material adverse change in the condition, financial or otherwise, or operations of the Borrower since the effective date of the most recent financial statements referred to in this Section 6.2.

6.3. Default. Neither Borrower nor Guarantor are in default in any material respect under any loan agreement, indenture, mortgage, pledge agreement or other material agreement or obligation to which it is a party or by which any of their properties may be bound.

6.4. Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by Borrower and Guarantor of this Agreement and the other Loan Documents to which Borrower and Guarantor are or may become parties have been duly authorized by all requisite action on the part of Borrower and Guarantor and do not and will not violate the Certificates of Incorporation of Borrower and Guarantor, or any law or any order of any court, governmental authority or arbitrator, and do not and will not conflict with, result in a breach of, or constitute a default under, or result in the imposition of any Lien (except as provided in Article 4.) upon any assets of Borrower and Guarantor pursuant to the provisions of any indenture, mortgage, deed of trust, pledge agreement, franchise, permit, license or other instrument or agreement by which Borrower or Guarantor or their respective properties is bound.

6.5. Litigation and Judgments. Except as disclosed under the caption "Legal Proceedings" in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 4, 2004, there is no action, suit or proceeding before any court, governmental authority or arbitrator pending, or to the knowledge of Borrower or Guarantor, threatened against or affecting Borrower or Guarantor that would, if adversely determined, have a material adverse effect on the financial condition or operations of Borrower or Guarantor or the ability of Borrower or Guarantor to pay and perform the Obligations. There are no outstanding judgments against Borrower or Guarantor.

6.6. Rights in Properties; Liens. Borrower and Guarantor have good and indefeasible title or valid leasehold interests in their respective properties and assets, real and personal, reflected in the financial statements described in Section 6.2., and none of the properties, assets or leasehold interests of Borrower or Guarantor is subject to any Lien, except as permitted by Section 8.2.

6.7. Title to Collateral. Borrower and Guarantor own, and with respect to Collateral acquired after the date hereof, Borrower and Guarantor will own, legally and beneficially, the Collateral free of any Lien or any right or option on the part of any third person to purchase or otherwise acquire the Collateral or any part thereof, except for the Lien granted pursuant to the Security Agreement executed by the Borrower and the Permitted Liens. Borrower and Guarantor have the unrestricted right to grant a security interest in the Collateral as contemplated hereby. The Collateral is not subject to any restriction on transfer or assignment except for compliance with applicable federal and state laws and regulations promulgated thereunder.

6.8. Enforceability. This Agreement constitutes, and the other Loan Documents to which Borrower and Guarantor are parties, when delivered, shall constitute legal, valid and binding obligations of Borrower and Guarantor, enforceable against Borrower and Guarantor in accordance with their respective terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditors' rights.

6.9. Approvals. No authorization, approval or consent of, and no filing or registration with, any court, governmental authority or third party is or will be necessary for the execution, delivery or performance by Borrower or Guarantor of this Agreement and the other Loan Documents to which Borrower and Guarantor are or may become a party or the validity or enforceability thereof.

6.10. Taxes. Borrower and Guarantor have filed all tax returns (federal, state and local) required to be filed, including all income, franchise, employment, property and sales taxes. Except for (a) the existing employment tax dispute with the Internal Revenue Service previously disclosed to Lender in writing by Borrower, for which Borrower has a maximum potential liability of no more the $50,000.00 in the aggregate, and (b) certain existing unpaid sales tax obligations in various states which do not exceed more than $20,000.00 in the aggregate [(a) and (b) being collectively referred to herein as the "Disclosed Outstanding Tax Issues"], Borrower and Guarantors have paid all of their respective tax liabilities, and neither Borrower or Guarantor know of any pending investigation of Borrower or Guarantor by any taxing authority or of any pending but unassessed tax liability of Borrower or Guarantor.

6.11. Use of Proceeds; Margin Securities. Borrower is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations G, T, U of X of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any extension of credit under this Agreement will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying margin stock. Borrower, nor any person acting on Borrower's behalf, has taken any action that might cause the transactions contemplated by this Agreement or the Note, as to violate Regulations G, T, U or X or to violate the Securities Exchange Act of 1934, as amended.

6.12. ERISA. The Borrower has complied with all applicable minimum funding requirements and all other applicable and material requirements, if applicable, of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and there are no existing conditions that would give rise to liability thereunder. No Reportable Event (as defined in Section 4043 of ERISA) has occurred in connection with any employee benefit plan that might constitute grounds for the termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer such plan.

6.13. Disclosure. No representation or warranty made by Borrower and Guarantor in this Agreement or in any other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to Borrower or Guarantor which has a material adverse effect, or which could reasonably be expected to have a material adverse effect, on the business, assets, financial condition, or operations of Borrower or Guarantor.

6.14. Contracts. Neither Borrower nor Guarantor is a party to, or bound by any agreement, condition, contract or arrangement, which which could reasonably be expected to have a material adverse effect on the business, operations or financial condition of Borrower or Guarantor.

6.15. Compliance with Law. To the best of its knowledge Borrower and Guarantor are in compliance with all laws, rules, regulations, orders and decrees which are applicable to Borrower or Guarantor or any of their respective properties.

6.16. Principal Place of Business. The place where the Borrower keeps its books and records is located at the address set forth in Article 10.

Article 7.
Positive Covenants

Borrower and Guarantor covenant and agree that, as long as the Obligations or any part thereof are outstanding or Lender has any commitment hereunder, Borrower and Guarantor will perform and observe the following positive covenants, unless Lender shall otherwise consent in writing:

7.1. Financial Statements. Borrower and Guarantor will furnish to Lender:

a. As soon as available, and in any event within one hundred twenty (120) days after the end of each fiscal year of Borrower and Guarantor, beginning with the fiscal year most recently ended, a copy of the annual audited consolidated financial report of Borrower and Guarantor for such fiscal year containing, for each of Borrower and Guarantor, balance sheets, statements of income, statements of partners' equity and statements of change in financial position as of the end of such fiscal year and for the 12-month period then ended, in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and certified by the chief financial officer of the Borrower and Guarantor, prepared in accordance with GAAP.

b. As soon as available, and in any event within thirty (30) days after the end of each fiscal quarter of Borrower, commencing at the end of the current fiscal quarter, a copy of the quarterly operating statements of Borrower for such fiscal quarter containing cash flow statements, balance sheets, and statements of income, all in reasonable detail and certified to be true and correct in all material respects by the president or chief financial officer of Borrower.

c. As soon as available and in any event within ten (10) days after the end of each month of each fiscal year of Borrower, (i) a copy of the accounts receivable aging and sales journal, all in reasonable detail and certified by the chief financial officer of Borrower to fairly present the financial condition and results of operations of Borrower, at the date and for the period indicated therein, and (ii) a current Borrowing Base Certificate. Lender shall have the right to audit at Borrower's expense the accounts receivable aging and sales journals every three (3) months during the term hereof.

d. As soon as available, and in any event within thirty (30) days of filing same with the Internal Revenue Service of each year, a true and correct copy of the consolidated annual federal income tax return of Borrower and Guarantor for the immediately preceding year, signed by Borrower and Guarantor and filed with the Internal Revenue Service.

e. On or before January 31 of each year, evidence that all ad valorem taxes or other assessments due and owing against the Property have been paid in full.

f. Promptly, such additional financial information concerning Borrower and Guarantor as Lender may request.

7.2. Certificates; Other Information. Borrower and Guarantor will furnish to Lender all of the following:

a. As soon as available, copies of all reports and information made available to directors and shareholders of the Borrower of a material nature which could impair Lender's prospect of payment or performance of the Obligations or any portion thereof.

b. Promptly, such additional information concerning the Borrower and Guarantor as Lender may reasonably request.

7.3. 2005 and 2006 Financial Reports. Borrower agrees to deliver to Lender Borrower's audited financial reports for the 2005 fiscal year on or before April 30, 2007, and Borrower's audited financial reports for the 2006 fiscal year on or before June 30, 2007. Notwithstanding the foregoing to the contrary, Borrower will deliver its first quarter of 2007 financial reports on or before June 30, 2007. Thereafter, all financial reports shall be delivered to Lender as set forth in Section 7.1 above.

7.4. Performance of Obligations. Borrower will duly and punctually pay and perform the Obligations, including without limitation, its obligations under this Agreement and the other Loan Documents.

7.5. Preservation of Existence and Conduct of Business. Borrower will (i) preserve and maintain its legal existence and all of its leases, privileges, franchises, qualifications and rights that are necessary or desirable in the ordinary conduct of its business, and (ii) conduct its business as presently conducted in an orderly and efficient manner in accordance with good business practices.

7.6. Maintenance of Properties. Borrower will maintain its respective assets and properties in good condition and repair.

7.7. Payment of Taxes and Claims. Borrower and Guarantor will pay or discharge at or before maturity or before becoming delinquent (i) all taxes, levies, assessments and governmental charges imposed on them or any of their property, except for the Disclosed Outstanding Tax Issues which Borrower is contesting or resolving in good faith, and (ii) all lawful claims for labor, material and supplies, which, if unpaid, might become a Lien upon any of their property; provided, however, that neither Borrower nor Guarantor shall be required to pay or discharge any tax, levy, assessment or governmental charge which is being contested in good faith by appropriate proceedings diligently pursued, and for which adequate reserves have been established.

7.8. Insurance. Borrower will maintain with financially sound and reputable insurance companies workmen's compensation insurance, liability insurance, and insurance on its property, assets and business at least in such amounts and against such risks as are usually insured against by Persons engaged in similar businesses and showing Lender as an additional Loss Payee.

7.9. Inspection Rights. At any reasonable time and from time to time, Borrower will permit representatives of Lender to examine and make copies of the books and records of, and visit and inspect the properties of Borrower, and to discuss the business, operations and financial condition of Borrower with its officers and employees and with its independent certified public accountants.

7.10. Keeping Books and Records. Borrower will maintain proper books of record and account in which full, true and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities.

7.11. Compliance with Laws. Borrower and Guarantor will comply with all applicable laws, rules, regulations and orders of any court, governmental authority or arbitrator.

7.12. Compliance with Agreements. Borrower and Guarantor will comply, in all material respects, with all agreements, indentures, mortgages, security agreements, pledge agreements, deeds of trust and other documents binding on Borrower or Guarantor or affecting their respective properties or business.

7.13. Notices. Borrower and Guarantor will promptly notify Lender of (i) the occurrence of an Event of Default, or of any event that with notice or lapse of time, or both, would be an Event of Default, (ii) the commencement of any action, suit or proceeding against Borrower that might have a material adverse effect on the business, financial condition or operations of Borrower and (iii) any other matter that might have a material adverse effect on the business, financial condition or operations of Borrower.

7.14. Further Assurances. Borrower and Guarantor will execute and deliver such further instruments as may be deemed necessary or desirable by Lender to carry out the provisions and purposes of this Agreement and the other Loan Documents and to preserve and perfect the Lien of Lender in the Collateral.

7.15. Compliance with ERISA. Borrower will comply with all minimum funding requirements and all other material requirements of ERISA, if applicable, so as not to give rise to any liability thereunder. Promptly after the filing thereof, Borrower shall furnish to Lender with regard to each employee benefit plan of Borrower, copies of each annual report required to be filed pursuant to Section 103 of ERISA in connection with each such plan for each plan year. Borrower will notify Lender immediately of any fact, including, but not limited to, any "Reportable Event" as that term is defined in Section 4043 of ERISA, arising in connection with any such plan which might constitute grounds for the termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer such plan and furnish to Lender, promptly upon its request therefor, such additional information concerning any such plan as may be reasonably requested.

7.16. Compliance with Regulations G, T, U and X. Neither Borrower nor any Person acting on its behalf will take any action which might cause this Agreement or any of the Loan Documents to violate, and Borrower will take actions necessary to cause compliance with Regulations G, T, U and X of the Board of Governors of the Federal Reserve System and the Securities Exchange Act of 1934, in each case as now in effect or as the same may hereafter be in effect.

7.17. Operating Account. Except for Borrower's payroll account and its Canadian bank accounts maintained by Borrower's Canadian Affiliates, Borrower and Guarantor shall maintain all of its operating accounts with Lender. Transfers of funds between Borrower's local accounts and the Canadian bank accounts shall be prohibited, unless such transfers are made in the ordinary course of business.

7.18. Financial Covenants. Borrower and Guarantor covenant and agree that, as long as the Obligations or any part thereof are outstanding or Lender has any commitment hereunder, Borrower and Guarantor will perform, observe and maintain the following financial covenants, unless Lender shall otherwise consent in writing:

a. Current Ratio. Borrower shall maintain a "Current Ratio" of at least 1.25 to 1. "Current Ratio" means [current assets minus prepaid items] divided by [current liabilities] (as those terms are defined in GAAP).

b. Debt Service Coverage Ratio. Borrower shall maintain a "Debt Service Coverage Ratio" of at least 1.25 to 1. "Debt Service Coverage Ratio" means [EBITDA less cash taxes] divided by [interest expense and current maturities of all Debt of Borrower] (as those terms are defined in GAAP).

c. Liabilities to Tangible Net Worth. Borrower shall maintain a maximum ratio of total liabilities to tangible net worth of 2.5 to 1 (as those terms are defined in GAAP).

The financial covenants set forth herein shall be tested on a quarterly basis in conjunction with the delivery of Borrower's financial statements. If Borrower shall fail to satisfy a financial covenant, Borrower shall have fifteen (15) days to bring such covenant into compliance after written notice therefore is sent to Borrower, before Lender may claim an Event of Default hereunder.

Article 8.
Negative Covenants

Borrower and Guarantor covenant and agree that, as long as the Obligations or any part thereof are outstanding or Lender has any commitment hereunder, Borrower and Guarantor will perform and observe the following negative covenants, unless Lender shall otherwise consent in writing:

8.1. Limitation on Liens. Borrower will not incur, create, assume or permit to exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except Liens in favor of Lender and the Permitted Liens.

8.2. Mergers, Acquisitions and Dissolutions. Borrower will not, without the prior written consent of Lender, become a party to a merger or consolidation, or purchase or otherwise acquire all or a substantial part of the assets of any Person or any shares or other evidence of beneficial ownership of any Person. Borrower nor any partner of the Borrower shall not dissolve or liquidate.

8.3. Transactions with Affiliates. Borrower will not enter into any transaction with any director, officer, employee or shareholder of Borrower or any Affiliate, except upon fair and reasonable terms.

8.4. Debt. Borrower shall not, without the prior written consent of Lender, incur, create, assume or permit to exist, any Debt, except (i) Debt to Lender; (ii) trade payables incurred in the ordinary course of business with a due date not greater than sixty (60) days from date it is incurred; (iii) purchase money debt for the acquisition or lease of equipment used in the ordinary course of Borrower's business, not to exceed $100,000.00 in the aggregate.

Article 9.
Default

9.1. Event of Default. Each of the following shall be deemed an "Event of Default":

a. Any Obligated Party shall fail to pay when due the Obligations or any part thereof and such default in payment is not cured within five (5) days after written notice of same is sent to Borrower.

b. Any representation or warranty made or deemed made by any Obligated Party (or any of their respective officers) in any Loan Document or in any certificate, report, notice or financial statement furnished at any time in connection with this Agreement shall be false, misleading or erroneous in any material respect when made or deemed to have been made.

c. Any Obligated Party shall fail to perform, observe or comply with any covenant, agreement or term contained in this Agreement or any other Loan Document (which does not involve the payment of monetary Obligations covered by Section 9.1a. Above), and such failure to perform, observe or comply is not fully cured within fifteen (15) days after written notice of same is sent to Borrower; provided, however, that if the default described within this section 8.1c. is of such a nature that it cannot possibly be cured by anyone within such fifteen (15) day period, then such failure shall not constitute an Event of Default hereunder, if Borrower commences the curing of the failure within such fifteen (15) day period, and thereafter diligently prosecutes the curing of the same to completion, and provides to the Lender written evidence of such actions, provided that if such default still remains uncured after thirty (30) days from the date such original notice from Lender was sent, then such failure shall constitute an Event of Default hereunder, notwithstanding.

d. Any Obligated Party shall commence a voluntary proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or a substantial part of its property or shall consent to any such relief or to the appointment of or taking possession by any such official in such a proceeding commenced against it or shall make a general assignment for the benefit of creditors or shall generally fail to pay its debts as they become due or shall take any corporate action to authorize any of the foregoing.

e. Any involuntary proceeding shall be commenced against any Obligated Party seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official for it or a substantial part of its property, and such involuntary proceeding shall remain undismissed and unstayed for a period of forty-five (45) days.

f. Any Obligated Party shall fail to discharge within a period of forty-five (45) days after the commencement thereof any attachment, sequestration or similar proceeding against any of its assets or properties to the extent enforcement would have a material adverse effect on the financial condition of such Obligated Party.

g. Any Obligated Party shall fail to satisfy and discharge promptly any judgment against it after the judgment becomes final to the extent enforcement would have a material adverse effect on the financial condition of such Obligated Party.

h. Any Obligated Party shall default in the payment of any of its Debt beyond any applicable grace period, or shall default in the performance of any other agreement binding upon it or its property.

i. This Agreement or any other Loan Document shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by any Obligated Party or any of their respective shareholders, or any Obligated Party shall deny that it has any further liability or obligation under any of the Loan Documents.

j. The sale, encumbrance or other unauthorized transfer of the Collateral without Lender's prior written consent, that is not made in the ordinary course of business.

k. Any Obligated Party shall cease to exist.

l. Borrower shall fail to satisfy any financial covenant as set forth in Section 7.18 hereof and such failure is not cured within fifteen (15) days after written notice of same is sent to Borrower.

m. The occurrence of any Event of Default as that term is defined in the Term Loan Agreement.

9.2. Remedies Upon Default. Upon the occurrence of an Event of Default, Lender may without notice terminate its commitment to lend hereunder and declare the Obligations or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, or protest, which are hereby expressly waived; provided, however, that upon the occurrence of an Event of Default under Section 9.1.d. or Section 9.1.e., the commitment of Lender to lend hereunder shall automatically terminate, and the Obligations shall become immediately due and payable without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, or protest, which are hereby expressly waived. Upon the occurrence of any Event of Default, Lender may exercise all rights and remedies available to it in law or in equity, under the Loan Documents or otherwise.

Article 10.
Miscellaneous

10.1. Expenses of Lender. Borrower agrees to pay on demand all costs and expenses incurred by Lender in connection with the preparation, negotiation and execution of this Agreement and the other Loan Documents and any and all amendments, modifications and supplements thereto, including, without limitation, the costs and fees of Lender's legal counsel, and all costs and expenses incurred by Lender in connection with the enforcement or preservation of any rights under this Agreement or any other Loan Document, including, without limitation, the reasonable costs and fees of Lender's legal counsel. Lender is and shall be authorized to fund these costs directly out of the proceeds of the Loan.

10.2. Restatement. Except as otherwise disclosed in writing by Borrower, the delivery of each statement, report and certificate to Lender pursuant to this Agreement and the request by Borrower for an advance hereunder shall by virtue of such delivery or request alone constitute a restatement of the representations and warranties contained in Article 6. hereof on and as of the date of delivery or the date requested for the advance, except that the representations and warranties contained in Section 6.2. shall in each instance be deemed to be made with respect to the financial statements most recently furnished to Lender pursuant to Section 6.2. or 7.1., as the case may be. Each such delivery or request shall also constitute a representation and warranty at the time of said delivery or on the date requested for the advance that no Event of Default has occurred and is continuing and that no event has occurred and is continuing that, with the giving of notice or lapse of time or both, would be an Event of Default.

10.3. No Waiver; Cumulative Remedies. No failure on the part of Lender to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided for in this Agreement and the other Loan Documents are cumulative and not exclusive of any rights and remedies provided by law.

10.4. Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of Lender, Borrower, Guarantor and their respective successors and assigns, except that Borrower and Guarantor may not, except as expressly provided herein, assign or transfer any of their rights or obligations under this Agreement without the prior written consent of Lender.

10.5. Survival of Representations and Warranties. All representations and warranties made in this Agreement or any other Loan Document or in any document, statement or certificate furnished in connection with this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and no investigation by Lender or any closing shall affect the representations and warranties or the right of Lender to rely upon them.

10.6. Entire Agreement; Amendment. This Agreement and the other Loan Documents embody the entire agreement among the parties hereto and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. The provisions of this Agreement and the other Loan Documents to which Borrower and Guarantor are a party may be amended or waived only by an instrument in writing signed by the parties thereto.

10.7. Maximum Interest Rate. No provision of this Agreement or Note shall require the payment or the collection of interest in excess of the maximum permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in Note or otherwise in connection with this loan transaction, the provisions of this Section 10.7. shall govern and prevail and neither Borrower nor the sureties, Guarantor, successors or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for use, forbearance or detention of sums loaned pursuant hereto. In the event Lender ever receives, collects or applies as interest any such sum, such amount which would be in excess of the maximum amount permitted by applicable law shall be applied as a payment and reduction of the principal of the indebtedness evidenced by the Note; and, if the principal of the Note has been paid in full, any remaining excess shall forthwith be paid to Borrower.

10.8. Notices. Any notice, consent or other communication required or permitted to be given under any of the Loan Documents to Lender, Borrower or Guarantor must be in writing and delivered in person or mailed by registered or certified mail, return receipt requested, postage prepaid, as follows:

To Borrower:		American Locker Group, Incorporated 815 S. Main Street Grapevine, Texas 76051
To Guarantor:		Altreco, Incorporated 815 S. Main Street Grapevine, Texas 76051
In either case, with a copy to:
		Hallett & Perrin, P.C. 2001 Bryan Street, #3900 Dallas, Texas 75201 Attn: Timothy R. Vaughn
To Lender:		The F&M Bank & Trust Company 14185 Dallas Parkway, Suite 140 Dallas, Texas 75254 Attention: David J. Broussard, Senior Vice-President

or such other address as shall be set forth in a notice from the appropriate party given in compliance with this Section 10.8. Any such notice, consent or other communication shall be deemed given when delivered in person or, if mailed, when duly deposited in the mails.

10.9. Applicable Law. THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN DALLAS, DALLAS COUNTY, TEXAS, AND SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

10.10. Jurisdiction, Venue.

ANY SUIT, ACTION OR PROCEEDING AGAINST BORROWER OR GUARANTOR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT OF ANY THEREOF WILL BE BROUGHT IN THE DISTRICT COURTS OF DALLAS COUNTY, TEXAS OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, AS LENDER (IN ITS SOLE DISCRETION) MAY ELECT, AND BORROWER AND GUARANTOR HEREBY ACCEPT THE EXCLUSIVE JURISDICTION OF THOSE COURTS FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING.

IN ADDITION, BORROWER AND GUARANTOR HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS BROUGHT IN THE STATE OF TEXAS, AND HEREBY FURTHER IRREVOCABLY WAIVE ANY CLAIM OF ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE DISTRICT COURTS IN DALLAS COUNTY, TEXAS THAT MAY HAVE BEEN BROUGHT IN THE INCONVENIENT FORUM. SHOULD ANY SUCH SUIT, ACTION OR PROCEEDING BE PENDING IN MORE THAN ONE FORUM, LENDER'S CHOICE OF FORUM SHALL BE CONCLUSIVE.

10.11. WAIVER OF JURY TRIAL. IN THE EVENT LITIGATION SHOULD ARISE OUT OF THE TRANSACTIONS CONTEMPLATED BY ANY OF THE LOAN DOCUMENTS OR ANY OTHER MATTER RELATED THERETO WHATSOEVER OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OR INACTIONS BY LENDER, IT IS HEREBY STIPULATED AND AGREED BY BORROWER AND GUARANTOR THAT THEY SHALL WAIVE AND DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ALL RIGHTS TO DEMAND A TRIAL OF ANY SUCH MATTER BY OR BEFORE A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO COMMIT TO MAKE THE LOAN.

10.12. RELIEF FROM AUTOMATIC STAY. AS A MATERIAL INDUCEMENT AND AS FURTHER CONSIDERATION TO INDUCE LENDER TO MAKE THE LOAN, BORROWER AND GUARANTOR HEREBY STIPULATE, AGREE, CONSENT TO AND ACKNOWLEDGE THAT IN THE EVENT THAT A PROCEEDING UNDER TITLE 11 OF THE U.S. CODE IS COMMENCED, EITHER VOLUNTARY OR INVOLUNTARY, BY OR AGAINST BORROWER OR GUARANTOR, LENDER IS ENTITLED TO IMMEDIATE RELIEF FROM ANY AUTOMATIC STAY IMPOSED UNDER SECTION 362 OF TITLE 11 OF THE U.S. CODE, AS AMENDED, OR OTHERWISE, ON OR AGAINST THE EXERCISE OF THE RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO LENDER, WITHOUT REQUIRING LENDER TO FILE A MOTION FOR RELIEF FROM THE AUTOMATIC STAY. IN ADDITION TO THE FOREGOING, BORROWER AND GUARANTOR FURTHER STIPULATE, AGREE AND ACKNOWLEDGE THAT NEITHER BORROWER NOR GUARANTOR WILL OPPOSE OR OBJECT TO LENDER'S MOTION FOR RELIEF FROM ANY AUTOMATIC STAY OR ANY VALUATION OF THE PROPERTY SUBJECT TO THE AUTOMATIC STAY CONDUCTED BY LENDER.

10.13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.14. Severability. Any provision of this Agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Agreement and the effect thereof shall be confined to the provision held to be invalid or illegal.

10.15. Headings. The headings, captions and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

10.16. Non-Application of Section 346 of Texas Finance Code. The provisions of Section 346.001 et. seq. of the Texas Finance Code (Vernon 1997) are specifically declared by the parties hereto not to be applicable to this Agreement or any of the other Loan Documents or to the transactions contemplated hereby.

10.17. Participations. Lender shall have the right at any time and from time to time to grant participations in the Note and any other Loan Documents. Each participant shall be entitled to receive all information received by Lender regarding the creditworthiness of Borrower and Guarantor.

10.17. Controlling Interpretation. The other Loan Documents delivered pursuant to or in connection with this Agreement shall supplement and be in addition to the terms and provisions of this Agreement. If an inconsistency of provisions should exist between any of the Loan Documents, the interpretation of such provision most favorable to Lender shall control, determined by Lender in its sole discretion.

In Witness Whereof, the parties hereto have duly executed this Agreement as of the day and year first above written.

		Borrower: American Locker Group, Incorporated, a Delaware corporation
		By:		/s/ Edward F. Ruttenberg Edward F. Ruttenberg, President
		Guarantor: Altreco, Incorporated, a Delaware corporation
		By:		/s/ Edward F. Ruttenberg Edward F. Ruttenberg, President
		Lender: The F&M Bank & Trust Company
		By:		/s/ David Broussard (Signature)
				David Broussard, Senior Vice President (Printed Name and Title)

QuickLinks

Loan Agreement
Recitals
Agreements
Article 1. Definitions
Article 2. Loan
Article 3. Payments
Article 4. Collateral
Article 5. Conditions Precedent
Article 6. Representations and Warranties
Article 7. Positive Covenants
Article 8. Negative Covenants
Article 9. Default
Article 10. Miscellaneous
EX-10.7 3 a2179345zex-10_7.htm EXHIBIT 10.7
QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.7

Loan Agreement

This Loan Agreement ("Agreement") dated as of March 5, 2007, is between The F & M Bank & Trust Company ("Lender") and American Locker Group, Incorporated, a Delaware corporation ("Borrower"), and Altreco, Incorporated, a Delaware corporation (the "Guarantor").

Recitals

Borrower and Guarantor have requested Lender to make a loan to Borrower in an aggregate principal amount of Two Million Two Hundred Thousand and No/100 Dollars ($2,200,000.00) (the "Loan"). Lender is willing to make the Loan to Borrower upon the terms and conditions hereinafter set forth.

Agreements

Now, Therefore, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

Article 1.
Definitions

1.1. Definitions. As used in this Agreement, the following terms have the following meanings:

(1) "Advance" means an advance of funds by Lender to Borrower pursuant to Article 2.

(2) "Affiliate" means any Person directly or indirectly controlling, controlled by, or under common control with Borrower.

(3) "Assignment of Rents and Leases" means the Assignment of Rents and Leases executed by Guarantor in connection with the Loan for the benefit of Lender covering Guarantor's right, title and interest to the rents and proceeds accruing from the Property, as the same may be amended, supplemented or modified from time to time.

(4) "Business Day" means a day when Lender is open for business.

(5) "Debt" means for any Person: (i) all indebtedness, whether or not represented by bonds, debentures, notes or other evidences of indebtedness, for the repayment of money borrowed; (ii) all indebtedness representing deferred payment of the purchase price of property or assets; (iii) all indebtedness under any lease which, in conformity with federal tax accounting principles consistently applied, is required to be capitalized for balance sheet purposes; (iv) all indebtedness under guaranties, endorsements, assumptions or other contingent obligations, in respect of, or to purchase or otherwise acquire, indebtedness to others; and (v) all indebtedness secured by a Lien existing on property owned, subject to such Lien, whether or not the indebtedness secured thereby shall have been assumed by the owner thereof.

(6) "Deed of Trust" means the Deed of Trust, Security Agreement and Assignment of Rents, Leases, Incomes and Agreements executed by Guarantor and Borrower to J. Schaad Titus, Trustee, for the benefit of Lender and covering, among other things, the Property, as the same may be amended, supplemented or modified from time to time.

(7) "EBITDA" means the earnings before interest expense, taxes, depreciation and amortization, plus non-recurring professional fees and other non-recurring adjustments as determined by Lender in its sole discretion.

(8) "Environmental Indemnification Agreement" means the Environmental Indemnification Agreement executed by Borrower and Guarantor for the benefit of Lender in connection with the Loan with respect to the Property.

(9) "Event of Default" has the meaning specified in Section 8.1.

(10) "Guaranty" means the Guaranty Agreement executed by Guarantor in favor of Lender in connection with the Loan, as the same may be amended, supplemented, or modified from time to time.

(11) "Leases" means all lease agreements or rights to occupancy of any kind now or hereafter covering or affecting any portion of the Property and all amendments, modifications or renewals thereof, all rights, remedies and benefits pertaining thereto.

(12) "Lien" means any lien, mortgage, security interest, tax lien, pledge, encumbrance, or conditional sale or title retention agreement, or any other interest in property designed to secure the repayment of Debt or any other obligation, whether arising by agreement, operation of law, or otherwise.

(13) "Loan" means the loan in the original principal amount of Two Million Two Hundred Thousand and No/100 Dollars ($2,200,000.00), to be made by Lender to Borrower pursuant to Article 2.

(14) "Loan Agreement Rider" means the Loan Agreement Rider executed by Borrower, Guarantor and Lender executed in connection with the Loan, as the same may be amended, supplemented or modified from time to time.

(15) "Loan Documents" means this Agreement, the Note, the Guaranty, the Assignment of Rents and Leases, the Deed of Trust, the Environmental Indemnification Agreement, the Subordination Agreement, the Loan Agreement Rider and all other promissory notes, pledge agreements, guaranties, deeds of trust, security agreements, and other instruments, documents and agreements executed and delivered by Borrower and/or Guarantor pursuant to or in connection with this Agreement and any future amendments hereto or thereto. All such Loan Documents shall be in form, substance and content in all respects satisfactory to Lender.

(16) "Note" means the Promissory Note of Borrower payable to the order of Lender in the principal amount of the Loan and all extensions, renewals and modifications thereof.

(17) "Obligated Party" means Borrower, Guarantor and any Person who is or becomes party to any agreement that guarantees or secures payment and performance of the Obligations or any part thereof.

(18) "Obligations" means all obligations, indebtedness and liabilities of any Obligated Party to Lender, now existing or hereafter created, acquired or incurred, whether direct, indirect, primary or secondary, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, regardless of whether such present or future indebtedness, obligations and liabilities may, prior to their acquisition by any Obligated Party, be or have been in favor of some other person or have been acquired by any Obligated Party in a transaction with one or more borrowers, together with any and all renewals and extensions of such indebtedness, obligations and liabilities, including, without limitation, the obligations, indebtedness and liabilities of Borrower and/or Guarantor now or hereafter created under this Agreement, the Note, the Revolving Line of Credit Note and the other Loan Documents, and all interest accruing thereon and all attorneys' fees and other expenses incurred in the enforcement or collection thereof and all renewals and extensions of such indebtedness, obligations and liabilities.

(19) "Permitted Liens" means (i) liens or security interests for non-delinquent taxes not yet due and payable, and (ii) applicable zoning restrictions, and easements, rights-of-way, and similar restrictions filed in the Tarrant County Real Property Records against the Property; and (iii) security interests securing purchase money debt for the acquisition or lease of equipment used in the ordinary course of Borrower's business, not to exceed $100,000.00 in the aggregate, and which do not affect the real estate portion of the Property.

(20) "Person" means any individual, corporation, business trust, association, company, partnership, joint venture or other entity.

(21) "Property" means the real property situated in Tarrant County, Texas, and described as the real property situated in the City of Grapevine, Tarrant County, Texas, and being more particularly described on Exhibit "A" attached hereto and made a part hereof, together with all Improvements and Fixtures and all rights, titles and interests appurtenant thereto. The term "Mortgaged Property" as defined in the Deed of Trust shall be included within the term "Property" as used in this Agreement.

(22) "Revolving Line of Credit Note" means the Revolving Line of Credit Promissory Note of Borrower payable to the order of Lender in the principal amount of $750,000.00, and all extensions, renewals and modifications thereof.

(23) "Revolving Line Loan Agreement" means the Loan Agreement by and between Borrower, Guarantor and Lender pertaining to the Revolving Line of Credit Note.

(24) "Subordination Agreement" means the Subordination Agreement executed by Guarantor, Borrower and Lender in connection with the Loan.

(25) "Subsidiary" or "Subsidiaries" means any corporation, general partnership or limited partnership of which more than fifty percent (50%) of the issued and outstanding securities or partnership interests, as the case may be, having ordinary voting power for the election of a majority of directors or managing partners, as the case may be, is owned or controlled, directly or indirectly, by Borrower, Borrower and one or more other Subsidiaries, or by one or more other Subsidiaries.

Article 2.
Loan

2.1. Loan. Subject to the terms and conditions of this Agreement, Lender agrees to make the Loan to Borrower to refinance existing indebtedness secured by the Property.

2.2. The Note. The obligation of Borrower to repay the Loan shall be evidenced by the Note executed by Borrower, payable to the order of Lender, in the principal amount of the Loan and dated the date of the making of the Loan.

2.3. Repayment of Principal and Interest on Note. Borrower shall repay the accrued but unpaid interest and unpaid principal amount of the Loan as more particularly described in the Note.

2.4. Security. To secure the Loan, Borrower shall execute and deliver to Lender the Deed of Trust and Assignment of Rents and Leases covering the Property, which Deed of Trust and Assignment of Rents and Leases shall convey to Lender the rights, titles, equities and interests as more particularly described therein free and clear of all liens and other encumbrances, except taxes for the current year which are not due or payable and those items shown in the Commitment for Title Insurance delivered to Lender and approved by Lender.

2.5. Guaranty. Borrower shall cause the Guarantor to execute and deliver to Lender the Guaranty.

2.6. Setoff. After the occurrence of an Event of Default, Lender shall have the right to set off and apply against the Obligations in such manner as Lender may determine, without notice to Borrower, any and all deposits (general or special, time or demand, provisional or final) or other sums at any time credited by or owing from Lender to Borrower. As further security for the Obligations of Borrower, Borrower hereby grants to Lender a security interest in all money, instruments and other property of Borrower now or hereafter held by Lender, including, without limitation, property held in safekeeping. In addition to Lender's right of setoff and as further security for the Obligations of Borrower, Borrower hereby grants to Lender a security interest in all deposits (general or special, time or demand, provisional or final) and other accounts of Borrower now or hereafter on deposit with or held by Lender and all other sums at any time credited by or owing from Lender to Borrower. The rights and remedies of Lender hereunder are in addition to other rights and remedies (including, without limitation, other rights of setoff) which Lender may have.

Article 3.
Payments

3.1. Method of Payment. All payments of principal, interest and other amounts to be made by Borrower hereunder shall be made to Lender, at its office at 14185 Dallas Parkway, Suite 140, Dallas, Texas 75254, Attention: David J. Broussard, in lawful currency of the United States of America and in immediately available funds, or such other address as may be designated in writing by Lender from time to time. Whenever any payment hereunder or under the Note shall be stated to be due on a day that is not a Business Day, such payment may be made on the next succeeding Business Day and interest shall continue to accrue during such extension.

3.2. Prepayment. Borrower may prepay the Note in whole at any time or from time to time in part without premium or penalty but with accrued interest to the date of prepayment on the amount so prepaid. All such prepayments shall be applied to principal installments of the Note, as the case may be, in the inverse order of maturity of the required principal payments.

Article 4.
Conditions Precedent

4.1. Loan. The obligation of Lender to make the Loan is subject to Lender's receipt or written waiver, on or before the day of the making of the Loan, of each of the following, each dated (unless otherwise indicated) the day of the making of the Loan, in form and substance satisfactory to Lender:

a. Borrower shall have performed and complied with all terms and conditions required by this Agreement prior to or at the date of the making of any disbursement and shall have executed and delivered to Lender all documents required by Lender as set forth herein, all in form, substance and content in all respects satisfactory to Lender.

b. Certificates of Assistant Secretary, which (i) authorizes the execution, delivery and performance by Borrower and Guarantor of this Agreement and/or the other Loan Documents to which Borrower and Guarantor are or will be a party hereunder and (ii) sets forth the name of the individual authorized to sign this Agreement and/or each of the other Loan Documents to which Borrower and Guarantor are or will be a party (including the certificates contemplated herein).

c. The Certificates of Incorporation of Borrower and Guarantor, filed with the Secretary of State of Delaware.

d. Certificates of the appropriate government officials of the state of incorporation of Borrower and Guarantor as to the existence and good standing of Borrower and Guarantor.

e. Borrower shall have delivered to Lender a Mortgagee Policy of Title Insurance issued by Ticor Title Insurance Company ("Title Company"), in the amount of the Loan, insuring that the Deed of Trust lien on the Property is a valid first lien, subject to no exceptions other than those approved in writing in advance by Lender.

f. Lender shall have obtained a current and accurate appraisal of the Property prepared by a licensed MAI appraiser acceptable to Lender in all respects.

g. Borrower shall have delivered to Lender a current and accurate Category 1A, Condition II Survey of the Property prepared by a registered surveyor licensed in the State of Texas, such Survey in all respects satisfactory to Lender and the Title Company.

h. The Note executed by Borrower.

i. The Guaranty Agreement executed by the Guarantor.

j. The Deed of Trust executed by Borrower and Guarantor.

k. The Assignment of Rents and Leases executed by Borrower.

l. The Environmental Indemnification Agreement executed by Borrower.

m. The Loan Agreement Rider executed by Borrower.

n. The Subordination Agreement executed by Guarantor and Borrower.

o. Lender shall have obtained a release of all liens, if any, on the Property and evidence that all other items reflected under Schedule C of the Commitment for Title Insurance issued by the Title Company have been satisfied.

p. Borrower shall have delivered to Lender a fire and extended coverage insurance policy (or a certificate of insurance satisfactory to Lender) issued by an insurance carrier acceptable to Lender covering the replacement value of the building and other improvements on the Property with Lender named as loss payee and an additional insured.

q. Borrower shall have delivered to Lender a general public liability and umbrella policy issued by a carrier acceptable to Lender in such amounts as Lender may require, with Lender listed as a co-insured thereunder.

r. All necessary authorizations, consents, approvals, licenses, filings and registrations with governmental or regulatory authorities or in connection with the execution, delivery or performance by Borrower of this Agreement, the Note and the other Loan Documents to which Borrower is a party.

s. Such additional documents, instruments and information as Lender may reasonably request.

4.2. Lending Limits. Notwithstanding anything contained in this Agreement to the contrary, under no circumstances shall Lender be required to advance any proceeds under the Loan, if such Advance would cause Lender to exceed its lending limits under any applicable banking regulation or violate any other law or regulation.

Article 5.
Representations and Warranties

To induce Lender to enter into this Agreement, Borrower and Guarantor represent and warrant to Lender that:

5.1. Existence and Authority. Borrower (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) has all requisite power to own assets and carry on its business as now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions in which the nature of its business makes such qualification necessary and where failure to so qualify would have a material adverse effect on its business, financial condition, or operations. Borrower has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is or may become a party.

5.2. Financial Statements. Borrower and Guarantor have delivered to Lender consolidated financial statements of Borrower and Guarantor, all as of and for the last fiscal year of Borrower and Guarantor. The financial statements prepared at the end of the fiscal year of Borrower and Guarantor and, along with the other financial statements referred to above or delivered in connection herewith, are true and correct in all material respects, and fairly present, on a consolidated basis, the financial condition of Borrower and Guarantor as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. Borrower and Guarantor have no material contingent liabilities, liabilities for taxes, material forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments not reflected in such financial statements. There has been no material adverse change in the condition, financial or otherwise, or operations of Borrower and Guarantor since the effective date of the most recent financial statements referred to in this Section 5.2.

5.3. Default. Borrower and Guarantor are not in default in any material respect under any loan agreement, indenture, mortgage, pledge agreement or other material agreement or obligation to which it is a party or by which any of their properties may be bound.

5.4. Authorization and Compliance with Laws and Material Agreements. The execution, delivery and performance by Borrower and Guarantor of this Agreement and the other Loan Documents to which Borrower or Guarantor are or may become a party to have been duly authorized by all requisite action on the part of Borrower and Guarantor and do not and will not violate the Certificates of Incorporation or Bylaws of Borrower and Guarantor, or any law or any order of any court, governmental authority or arbitrator, and do not and will not conflict with, result in a breach of, or constitute a default under, or result in the imposition of any Lien upon any assets of Borrower or Guarantor pursuant to the provisions of any indenture, mortgage, deed of trust, pledge agreement, franchise, permit, license or other instrument or agreement by which Borrower or its respective properties is bound.

5.5. Litigation and Judgments. Except as disclosed under the caption "Legal Proceedings" in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 4, 2004, there is no action, suit or proceeding before any court, governmental authority or arbitrator pending, or to the knowledge of Borrower or Guarantor, threatened against or affecting Borrower or Guarantor that would, if adversely determined, have a material adverse effect on the financial condition or operations of Borrower or Guarantor or the ability of Borrower or Guarantor to pay and perform the Obligations. There are no outstanding judgments against Borrower or Guarantor.

5.6. Rights in Properties; Liens. Borrower and Guarantor have good and indefeasible title or valid leasehold interests in their respective properties and assets, real and personal, reflected in the financial statements described in Section 5.2., and none of the properties, assets or leasehold interests of Borrower or Guarantor is subject to any Lien, except as permitted by Section 7.1.

5.7. Title to Property. Borrower owns, and with respect to Property acquired after the date hereof, Borrower will own, legally and beneficially, the Property free of any Lien or any right or option on the part of any third person to purchase or otherwise acquire the Property or any part thereof, except for the Lien granted pursuant to the Deed of Trust executed by Borrower and except for the Permitted Liens. Borrower will have the unrestricted right to grant a lien in the Property as contemplated hereby. The Property is not subject to any restriction on transfer or assignment except for compliance with applicable federal and state laws and regulations promulgated thereunder.

5.8. Enforceability. The execution and delivery of the Loan Documents by the persons signing this Agreement for Borrower and Guarantor have been duly authorized by all requisite corporate action of Borrower and Guarantor as required by its constituent documents and applicable law. This Agreement constitutes, and the other Loan Documents to which Borrower and Guarantor are a party, when executed and delivered, shall constitute legal, valid and binding obligations of Borrower and Guarantor, enforceable against Borrower and Guarantor in accordance with their respective terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditors' rights.

5.9. Approvals. No authorization, approval or consent of, and no filing or registration with, any court, governmental authority or third party is or will be necessary for the execution, delivery or performance by Borrower or Guarantor of this Agreement and the other Loan Documents to which Borrower is or may become a party or the validity or enforceability thereof.

5.10. Taxes. Borrower and Guarantor have filed all tax returns (federal, state and local) required to be filed, including all income, franchise, employment, property and sales taxes. Except for (a) the existing employment tax dispute with the Internal Revenue Service previously disclosed to Lender in writing by Borrower, for which Borrower has a maximum potential liability of no more the $50,000.00 in the aggregate, and (b) certain existing unpaid sales tax obligations in various states which do not exceed more than $20,000.00 in the aggregate [(a) and (b) being collectively referred to herein as the "Disclosed Outstanding Tax Issues"], Borrower and Guarantors have paid all of their respective tax liabilities, and neither Borrower or Guarantor know of any pending investigation of Borrower or Guarantor by any taxing authority or of any pending but unassessed tax liability of Borrower or Guarantor.

5.11. Disclosure. No representation or warranty made by Borrower or Guarantor in this Agreement or in any other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to Borrower or Guarantor which has a material adverse effect, or which can reasonably be expected to have a material adverse effect, on the business, assets, financial condition, or operations of Borrower or Guarantor.

5.12. Contracts. Borrower and Guarantor are not a party to, or bound by any agreement, condition, contract or arrangement, which can reasonably be expected to have a material adverse effect on the business, operations or financial condition of Borrower or Guarantor.

5.13. Compliance with Law. To the best of its knowledge, Borrower and Guarantor are in compliance with all laws, rules, regulations, orders and decrees which are applicable to Borrower or Guarantor or any of their respective properties.

5.14. Principal Place of Business. The place where Borrower and Guarantor keeps its books and records is located at the address set forth in Article 10.

5.15. Leases. Borrower and Guarantor warrant and represent to Lender that there are currently no Leases in effect that affect any part of the Property.

5.16. Solvency. Borrower and Guarantor are solvent, are not bankrupt, and have not sought or have sought on their behalf the entry of an order for relief, nor has such an order for relief been entered, under the U. S. Bankruptcy Code, as amended, and have no outstanding liens, suits, garnishments, bankruptcies, or court actions which could render him or it insolvent.

Article 6.
Positive Covenants

6.1. Financial Statements. Borrower and Guarantor will furnish to Lender:

e. On or before January 31 of each year, evidence that all ad valorem taxes or other assessments due and owing against the Property have been paid in full.

f. Promptly, such additional financial information concerning Borrower and Guarantor as Lender may request.

6.2. Certificates; Other Information. Borrower and Guarantor will furnish to Lender all of the following:

a. As soon as available, copies of all reports and information made available to the shareholders of Borrower and Guarantor of a material nature which could have a material adverse effect on Lender's prospect of payment or performance of the Obligations or any portion thereof.

b. Promptly, such additional information concerning Borrower and Guarantor as Lender may request.

6.3. 2005 and 2006 Financial Reports. Borrower agrees to deliver to Lender Borrower's audited financial reports for the 2005 fiscal year on or before April 30, 2007, and Borrower's audited financial reports for the 2006 fiscal year on or before June 30, 2007. Notwithstanding the foregoing to the contrary, Borrower will deliver its first quarter of 2007 financial reports on or before June 30, 2007. Thereafter, all financial reports shall be delivered to Lender as set forth in Section 7.1 above.

6.4. Performance of Obligations. Borrower will duly and punctually pay and perform the Obligations, including without limitation, its obligations under this Agreement and the other Loan Documents.

6.5. Preservation of Existence and Conduct of Business. Borrower and Guarantor will (i) preserve and maintain its corporate existence and all of their respective leases, privileges, franchises, qualifications and rights that are necessary or desirable in the ordinary conduct of their respective businesses, and (ii) conduct their respective businesses as presently conducted in an orderly and efficient manner in accordance with good business practices.

6.6. Maintenance of Properties. Borrower and Guarantor will maintain their respective assets and properties in good condition and repair, reasonable wear and tear excepted.

6.7. Payment of Taxes and Claims. Borrower and Guarantor will pay or discharge at or before maturity or before becoming delinquent (i) all taxes, levies, assessments and governmental charges imposed on them or any of their property, and (ii) all lawful claims for labor, material and supplies, which, if unpaid, might become a Lien upon any of their property; provided, however, that Borrower and Guarantor shall not be required to pay or discharge any tax, levy, assessment or governmental charge which is being contested in good faith by appropriate proceedings diligently pursued, and for which reasonably adequate reserves have been established. Borrower agrees to diligently and in good faith pursue a prompt resolution of the Disclosed Outstanding Tax Issues.

6.8. Insurance. Borrower and Guarantor will obtain and maintain fire and extended coverage, general public liability and umbrella coverage insurance policies and such other insurance policies as may be specified by Lender, upon and relating to the Property, all in such amounts and with such insurance carriers as may be specified by Lender from time to time, and in accordance with the terms and provisions of the Deed of Trust and Borrower and Guarantor will provide to Lender evidence thereof at least annually.

6.9. Litigation and Attorney's Fees. Borrower and Guarantor will pay promptly to Lender without demand, reasonable attorney's fees, including, but not limited to, the reasonable costs and expenses of legal counsel and all costs and other expenses paid or incurred by Lender in collecting or compromising the Loan or in enforcing or exercising its rights or remedies created by, connected with or provided in this Agreement or any other agreement or instrument required by Lender in connection with the Loan, whether or not suit is filed.

6.10. Inspection Rights. Upon request from time to time, Borrower and Guarantor will permit representatives of Lender to examine and make copies of the books and records of Borrower, at Borrower's expense, and visit and inspect the property of Borrower and Guarantor, and to discuss the business, operations and financial condition of Borrower and Guarantor with its officers and employees and with its independent certified public accountants.

6.11. Keeping Books and Records. Borrower will maintain proper books of record and account in which full, true and correct entries (in all material respects) shall be made of all dealings and transactions in relation to its business and activities.

6.12. Compliance with Laws. Borrower and Guarantor will comply with all applicable laws, rules, regulations and orders of any court, governmental authority or arbitrator.

6.13. Compliance with Agreements. Borrower and Guarantor will comply, in all material respects, with all agreements, indentures, mortgages, security agreements, pledge agreements, deeds of trust and other documents binding on Borrower or Guarantor or affecting their respective properties or business.

6.14. Notices. Borrower and Guarantor will promptly notify Lender of (i) the occurrence of an Event of Default, or of any event that with notice or lapse of time, or both, would be an Event of Default, (ii) the commencement of any action, suit or proceeding against Borrower that might have a material adverse effect on the business, financial condition or operations of Borrower and (iii) any other matter that might have a material adverse effect on the business, financial condition or operations of Borrower or Guarantor.

6.15. Further Assurances. Borrower and Guarantor will execute and deliver such further instruments as may be deemed necessary by Lender to carry out the provisions and purposes of this Agreement and the other Loan Documents and to preserve and perfect the Lien of Lender in the Property.

6.16. Compliance with ERISA. Borrower will comply with all minimum funding requirements and all other material requirements of ERISA, if applicable, so as not to give rise to any liability thereunder. Promptly after the filing thereof, Borrower shall furnish to Lender with regard to each employee benefit plan of Borrower, copies of each annual report required to be filed pursuant to Section 103 of ERISA in connection with each such plan for each plan year. Borrower will notify Lender immediately of any fact, including, but not limited to, any "Reportable Event" as that term is defined in Section 4043 of ERISA, arising in connection with any such plan which might constitute grounds for the termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a trustee to administer such plan and furnish to Lender, promptly upon its request therefor, such additional information concerning any such plan as may be reasonably requested.

6.17. Reports. Furnish to Lender, as soon as possible and in any event within fifteen (15) days after Borrower or Guarantor knows or has reason to know that any event or condition described in Section 8.1. herein has occurred, a statement of the president or chief financial officer of Borrower describing such event or condition and the action, if any, which Borrower proposes to take with respect thereto.

6.18. Environmental Condition Reports. Give prompt written notice to Lender of any governmental or regulatory action, of any claim for damage or injury made or threatened and of Borrower's or Guarantor's discovery of any occurrence or condition on the Property or adjoining lands, which does or could cause the presence of any hazardous materials or environmental condition to exist on the Property which contravene the standards of any governmental or administrative environmental protective law or regulations.

6.19. New Leases. Borrower and Guarantor agree that any new Lease to be executed that affect the Property or any portion thereof shall be on a lease form and lease terms previously approved by Lender in writing.

6.20. Operating Account. Except for Borrower's payroll account and its Canadian bank accounts maintained by Borrower's Canadian Affiliates, Borrower and Guarantor shall maintain all of its operating accounts with Lender. Transfers of funds between Borrower's local accounts and the Canadian bank accounts shall be prohibited, unless such transfers are made in the ordinary course of business.

6.21. Financial Covenants. Borrower and Guarantor covenant and agree that, as long as the Obligations or any part thereof are outstanding or Lender has any commitment hereunder, Borrower and Guarantor will perform, observe and maintain the following financial covenants, unless Lender shall otherwise consent in writing:

c. Liabilities to Tangible Net Worth. Borrower shall maintain a maximum ratio of total liabilities to tangible net worth of 2.5 to 1 (as those terms are defined in GAAP).

Article 7.
Negative Covenants

Borrower and Guarantor covenant and agree that, as long as the Obligations or any part thereof are outstanding or Lender has any commitment hereunder, Borrower and Guarantor will perform and observe the following negative covenants, unless Lender shall otherwise consent in writing:

7.1. Limitation on Liens. Borrower and Guarantor will not incur, create, assume or permit to exist, any Lien upon the Property, except Liens in favor of Lender and except for the Permitted Liens.

7.2. Mergers, Acquisitions and Dissolutions. Borrower will not become a party to a merger or consolidation, or purchase or otherwise acquire all or a substantial part of the assets of any Person or any shares or other evidence of beneficial ownership of any Person, or dissolve or liquidate.

7.3. Transactions with Affiliates. Borrower will not enter into any transaction with any officer or employee of Borrower or any Affiliate, except upon fair and reasonable terms.

7.4. Debt. Borrower shall not, without the prior written consent of Lender, incur, create, assume or permit to exist, any Debt, except (i) Debt to Lender; (ii) trade payables incurred in the ordinary course of business with a due date not greater than sixty (60) days from date it is incurred; (iii) purchase money debt for the acquisition or lease of equipment used in the ordinary course of Borrower's business, not to exceed $100,000.00 in the aggregate.

Article 8.
Default

8.1. Event of Default. Each of the following shall be deemed an "Event of Default":

a. Any Obligated Party shall fail to pay when due the Obligations or any part thereof and such default in payment is not cured within five (5) days after written notice of same is sent to Borrower.

b. Any representation or warranty made or deemed made by any Obligated Party (or any partner of Borrower) in any Loan Document or in any certificate, report, notice or financial statement furnished at any time in connection with this Agreement shall be false, misleading or erroneous in any material respect when made or deemed to have been made.

c. Any Obligated Party shall fail to perform, observe or comply with any covenant, agreement or term contained in this Agreement or any other Loan Document (which does not involve the payment of monetary Obligations covered by Section 8.1a. above), and such failure to perform, observe or comply is not fully cured within fifteen(15) days after written notice of same is sent to Borrower; provided, however, that if the default described within this section 8.1c. is of such a nature that it cannot possibly be cured by anyone within such fifteen (15) day period, then such failure shall not constitute an Event of Default hereunder, if Borrower commences the curing of the failure within such fifteen (15) day period, and thereafter diligently prosecutes the curing of the same to completion, and provides to the Lender written evidence of such actions, provided that if such default still remains uncured after thirty (30) days from the date such original notice from Lender was sent, then such failure shall constitute an Event of Default hereunder, notwithstanding.

d. Any Obligated Party shall commence a voluntary proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or a substantial part of its property or shall consent to any such relief or to the appointment of or taking possession by any such official in such a proceeding commenced against it or shall make a general assignment for the benefit of creditors or shall generally fail to pay its debts as they become due or shall take any partnership action to authorize any of the foregoing.

h. This Agreement or any other Loan Document shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by any Obligated Party, or any Obligated Party shall deny that it has any further liability or obligation under any of the Loan Documents.

i. The sale, voluntary encumbrance or other unauthorized transfer of the Property without Lender's prior written consent.

j. Any Obligated Party shall cease to exist.

k. The occurrence of any "Event of Default" as that term is defined in the Deed of Trust.

l. The occurrence of any "Event of Default" as that term is defined in the Revolving Line of Credit Loan Agreement.

m. Borrower shall fail to satisfy any financial covenant as set forth in Section 6.21 hereof and such failure is not cured within fifteen (15) days after written notice of same is sent to Borrower.

8.2. Remedies Upon Default. Upon the occurrence of an Event of Default, Lender shall have no obligation to make any further advances under the Loan and Lender may without notice declare the Obligations or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, or protest, which are hereby expressly waived; provided, however, that upon the occurrence of an Event of Default under Section 8.1.d. or Section 8.1.e., the commitment of Lender to lend hereunder shall automatically terminate, and the Obligations shall become immediately due and payable without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, or protest, which are hereby expressly waived. Upon the occurrence of any Event of Default, Lender may exercise all rights and remedies available to it in law or in equity, under the Loan Documents or otherwise.

Article 10.
Miscellaneous

10.1. Expenses of Lender. Borrower agrees to pay on demand all costs and expenses incurred by Lender in connection with the preparation, negotiation and execution of this Agreement and the other Loan Documents and any and all amendments, modifications and supplements thereto and the closing of the Loan, including, without limitation, the costs and fees of Lender's legal counsel, appraisal fees, mortgagee's policy of title insurance and endorsement premiums, survey costs, environmental engineer fees, closing costs, and all costs and expenses incurred by Lender in connection with the enforcement or preservation of any rights under this Agreement or any other Loan Document, including, without limitation, the reasonable costs and fees of Lender's legal counsel. Borrower agrees Lender may pay these costs with the proceeds of Loan, at its sole discretion.

10.2. WAIVER OF JURY TRIAL. IN THE EVENT LITIGATION SHOULD ARISE OUT OF THE TRANSACTIONS CONTEMPLATED BY ANY OF THE LOAN DOCUMENTS OR ANY OTHER MATTER RELATED THERETO WHATSOEVER OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OR INACTIONS BY LENDER, IT IS HEREBY STIPULATED AND AGREED BY BORROWER AND GUARANTOR THAT THEY SHALL WAIVE AND DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ALL RIGHTS TO DEMAND A TRIAL OF ANY SUCH MATTER BY OR BEFORE A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO COMMIT TO MAKE THE LOAN.

10.4. Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of Lender, Borrower and Guarantor and their respective successors and assigns, except that Borrower and Guarantor may not assign or transfer any of their respective rights or obligations under this Agreement and the other Loan Documents.

10.6. Entire Agreement; Amendment. This Agreement and the other Loan documents embodies the entire agreement among the parties hereto and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. The provisions of this Agreement and the other Loan Documents to which Borrower is a party may be amended or waived only by an instrument in writing signed by the parties thereto.

10.7. Maximum Interest Rate. No provision of this Agreement or Note shall require the payment or the collection of interest in excess of the maximum permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in the Note or otherwise in connection with this loan transaction, the provisions of this Section 10.7. shall govern and prevail and neither Borrower nor Guarantor nor the sureties, successors or assigns of Borrower or Gurantors shall be obligated to pay the excess amount of such interest or any other excess sum paid for use, forbearance or detention of sums loaned pursuant hereto. In the event Lender ever receives, collects or applies as interest any such sum, such amount which would be in excess of the maximum amount permitted by applicable law shall be applied as a payment and reduction of the principal of the indebtedness evidenced by the Note; and, if the principal of the Note has been paid in full, any remaining excess shall forthwith be paid to Borrower.

10.8 Notices. Any notice, consent or other communication required or permitted to be given under any of the Loan Documents to Lender, Borrower or Guarantor must be in writing and sent via overnight mail or courier service to the following addresses:

To Borrower:		American Locker Group, Incorporated 815 S. Main Street Grapevine, Texas 76051
To Guarantor:		Altreco, Incorporated 815 S. Main Street Grapevine, Texas 76051
In either case, with a copy to:
		Hallett & Perrin, P.C. 2001 Bryan Street, #3900 Dallas, Texas 75201 Attn: Timothy R. Vaughn
To Lender:		The F&M Bank & Trust Company 14185 Dallas Parkway, Suite 140 Dallas, Texas 75254 Attention: David J. Broussard, Senior Vice-President

10.9. Applicable Law. This Agreement, the Note and the other Loan Documents shall be deemed to have been made and to be performable in the City of Dallas, Dallas County, Texas, and shall be governed and construed in accordance with the laws of the State of Texas.

10.10 Additional Remedies. The rights, powers and remedies given to Lender hereunder and under the other Loan Documents shall be cumulative and not alternative and shall be in addition to all rights, powers and remedies given to Lender by law or in equity against Borrower or any other Person, including, but not limited to, Lender's rights of setoff.

10.11. RELIEF FROM AUTOMATIC STAY. AS A MATERIAL INDUCEMENT AND AS FURTHER CONSIDERATION TO INDUCE LENDER TO MAKE THE LOAN, BORROWER AND GUARANTOR HEREBY STIPULATE, AGREE, CONSENT TO AND ACKNOWLEDGE THAT IN THE EVENT THAT A PROCEEDING UNDER TITLE 11 OF THE U.S. CODE IS COMMENCED, EITHER VOLUNTARY OR INVOLUNTARY, BY OR AGAINST BORROWER OR GUARANTOR, LENDER IS ENTITLED TO IMMEDIATE RELIEF FROM ANY AUTOMATIC STAY IMPOSED UNDER SECTION 362 OF TITLE 11 OF THE U.S. CODE, AS AMENDED, OR OTHERWISE, ON OR AGAINST THE EXERCISE OF THE RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO LENDER, WITHOUT REQUIRING LENDER TO FILE A MOTION FOR RELIEF FROM THE AUTOMATIC STAY. IN ADDITION TO THE FOREGOING, BORROWER AND GUARANTOR FURTHER STIPULATE, AGREE AND ACKNOWLEDGE THAT NEITHER BORROWER NOR GUARANTOR WILL OPPOSE OR OBJECT TO LENDER'S MOTION FOR RELIEF FROM ANY AUTOMATIC STAY OR ANY VALUATION BY LENDER OF THE PROPERTY SUBJECT TO THE AUTOMATIC STAY CONDUCTED BY LENDER.

10.12. Jurisdiction, Service of Process. ANY SUIT, ACTION OR PROCEEDING AGAINST BORROWER OR GUARANTOR WITH RESPECT TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT OF ANY THEREOF SHALL BE BROUGHT IN THE DISTRICT COURTS OF DALLAS COUNTY, TEXAS OR THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS, AS LENDER (IN ITS SOLE DISCRETION) MAY ELECT, AND BORROWER AND GUARANTOR HEREBY ACCEPT THE EXCLUSIVE JURISDICTION OF THOSE COURTS FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING.

10.13. Severability. Should any one or more provisions of this Agreement be determined to be illegal or unenforceable, all other provisions nevertheless shall be effective.

10.14. Time of the Essence. Time is hereby declared to be of the essence of this Agreement and of every part thereof.

10.15. Integration Clause. Except for documents and instruments specifically referenced herein, this Agreement and the other Loan Documents constitute the entire agreement between Lender, Borrower and Guarantor regarding the Loan and all prior communications, verbal or written, between Borrower, Guarantor and Lender shall be of no further effect or evidentiary value.

10.16. Construction. The paragraph headings herein are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

10.17. Amendments. This Agreement may be amended only in written form and signed by all parties hereto.

10.18. Controlling Interpretation. The other Loan Documents delivered pursuant to or in connection with this Agreement shall supplement and be in addition to the terms and provisions of this Agreement. If an inconsistency of provisions should exist between any of the Loan Documents, the interpretation of such provision most favorable to Lender shall control, determined by Lender in its sole discretion.

10.19. Headings. The headings, captions and arrangements used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

10.20. Non-Application of Section 346 of Texas Finance Code. The provisions of Section 346.001 et. seq. of the Texas Finance Code are specifically declared by the parties hereto not to be applicable to this Agreement or any of the other Loan Documents or to the transactions contemplated hereby.

10.21. Participations. Lender shall have the right at any time and from time to time to grant participations in the Note and any other Loan Documents. Each participant shall be entitled to receive all information received by Lender regarding the creditworthiness of Borrower and Guarantor.

In Witness Whereof, the parties hereto have duly executed this Agreement as of the day and year first above written.

		Borrower: American Locker Group, Incorporated, a Delaware corporation
		By:		/s/ Edward F. Ruttenberg Edward F. Ruttenberg, President
		Guarantor: Altreco, Incorporated, a Delaware corporation
		By:		/s/ Edward F. Ruttenberg Edward F. Ruttenberg, President
		Lender: The F&M Bank & Trust Company
		By:		/s/ David Broussard (Signature)
				David Broussard, Senior Vice President (Printed Name and Title)

QuickLinks

Loan Agreement
Recitals
Agreements
Article 1. Definitions
Article 2. Loan
Article 3. Payments
Article 4. Conditions Precedent
Article 5. Representations and Warranties
Article 6. Positive Covenants
Article 7. Negative Covenants
Article 8. Default
Article 10. Miscellaneous
EX-21.1 4 a2179345zex-21_1.htm EXHIBIT 21.1

Exhibit 21.1

List of Subsidiaries

The following companies are subsidiaries of the Company and are included in the consolidated financial statements of the Company:

NAME	Jurisdiction of Organization	Percentage of Voting Securities Owned
American Locker Security Systems, Inc.	Delaware	100	%
American Locker Company, Inc.	Delaware	100	%
American Locker Company of Canada, Ltd.	Dominion of Canada	100%	(1)
Canadian Locker Company, Ltd.	Dominion of Canada	100%	(2)
Security Manufacturing Corporation	Delaware	100	%
ALTRECO, Incorporated	Delaware	100	%

(1): Owned by American Locker Security Systems, Inc.
(2): Owned by American Locker Company of Canada, Ltd.

EX-23.1 5 a2179345zex-23_1.htm EXHIBIT 23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-86494) of American Locker Group Incorporated's 1999 Stock Incentive Plan of our report dated August 30, 2007 with respect to the financial statements and financial statement schedule and adjustments to restate the 2003 consolidated financial statements of American Locker Group Incorporated included in this Annual Report (Form 10-K) for the year ended December 31, 2005.

/s/ Travis, Wolff & Company, LLP

Dallas, Texas
August 30, 2007

EX-23.2 6 a2179345zex-23_2.htm EXHIBIT 23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-86494) of American Locker Group, Inc. 1999 Stock Incentive Plan of our report dated March 18, 2005, May 12, 2005 and August 31, 2007 with respect to the financial statements and financial statement schedule of American Locker Group Incorporated included in this Annual Report (Form 10-K) for the year ended December 31, 2005.

/s/ Schneider Downs & Co., Inc.
Pittsburgh, Pennsylvania
August 31, 2007

EX-23.3 7 a2179345zex-23_3.htm EXHIBIT 23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-86494) pertaining to the American Locker Group Incorporated 1999 Stock Incentive Plan of our report dated February 24, 2004, with respect to the consolidated financial statements and schedule of American Locker Group Incorporated for the year ended December 31, 2003 included in the Annual Report (Form 10-K) for the year ended December 31, 2005.


August 31, 2007				/s/ Ernst & Young LLP

EX-31.1 8 a2179345zex-31_1.htm EXHIBIT 31.1

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of
the Securities Exchange Act, as amended

I, Edward F. Ruttenberg, certify that:

1.

I have reviewed this Annual Report on Form 10-K of American Locker Group Incorporated;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have;

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably like to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 31, 2007

By:

/s/ EDWARD F. RUTTENBERG

Edward F. Ruttenberg
Chief Executive Officer

EX-31.2 9 a2179345zex-31_2.htm EXHIBIT 31.2

Exhibit 31.2

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) of
the Securities Exchange Act, as amended

I, Edward F. Ruttenberg, certify that:

1.

I have reviewed this Annual Report on Form 10-K of American Locker Group Incorporated;

2.

3.

4.

(a): Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b): Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c): Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

(a): All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably like to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b): Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 31, 2007

By:

/s/ EDWARD F. RUTTENBERG

Edward F. Ruttenberg
Principal Financial Officer

EX-32 10 a2179345zex-32.htm EXHIBIT 32

Exhibit 32

Certification of Chief Executive Officer and Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of American Locker Group Incorporated (the "Company") on Form 10-K for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned, in the respective capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1): the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2): the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 31, 2007


			/s/ EDWARD F. RUTTENBERG Edward F. Ruttenberg Chief Executive Officer
			/s/ EDWARD F. RUTTENBERG Edward F. Ruttenberg Principal Financial Officer

GRAPHIC 11 g626397.jpg G626397.JPG begin 644 g626397.jpg M_]C_X``02D9)1@`!`0$!L`&P``#__@`Y1$E32S$S,3I;,#=:0U$Q+C`W6D-1 M-SDX,#$N3U544%5473(Q-CDX7S%?4$521E],24Y%+D504__;`$,`!P4&!@8% M!P8&!@@(!PD+$@P+"@H+%Q`1#1(;%QP<&A<:&1TA*B0='R@@&1HE,B4H+"TO M,"\=(S0X-"XW*BXO+O_```L(`4T"J0$!$0#_Q``=``$``P`#`0$!```````` M````!`4&`@,'`0@)_\0`7Q````4#``0)!P<(!0<)!P4```$"`P0%!A$2(3%6 M!Q,5%D%1E)73%")356'1XA#H_%49)/A\/_:``@!`0``/P#](@`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`@KDIBJI;#QMNRG' MBTS>=(S+34>-1$6KJ&U`````45\?F7& MI`````45\?F72,<@```````````````````````````````````````99C^TF=^IH_\]X: MD``!A9%VUB'7(#$VF0V8<^><)B,;Y^6FG*B)_0Q@T'HF>.A.O/0.$&]9SSU/ MJ2RG;D\ M3_Y0E;KE(LYIJA3&6'9KW$.$E1^4+09:R:(O_,>TBV;1YQP%77==NT53E3HM M5GV>I2DLOQHYO*C.$99-)$>>+VYP1D1[.D>_6Y>=KW*DN1:U%DNXR;&GHO)^ MEM6%%^P:')=89+K(,EUD&2ZR#)=9!DNL@R7609+K(,EUD&2ZR#)=9!DNL@R7 M609+K(,EUD&2ZR#)=9!DNL@R7609+K(,EUD&2ZR#)=9!DNL@R7609+K(,EUD M&2ZR#)=9!DNL@R7609+K(,EUD&2ZR#)=9!DNL@R7609+K(,EUD&2ZR#)=9!D MNL@R7609+K(,EUD&2ZR#)=9!DNL@R7609+K(,EUD&2ZR#)=9!DNL@R7609+K M(,EUD&2ZR#)=9#+,?VD3OU-'_GO#4@``,!*H5RU*IT]NI1Z8LH%13*;K*%Z, M@V$N&LFB;)!:)FD]!7G8,LGTX$:FVC6D-TFW9B(7(%*G*EMR4/*-Y]!&LVFS M1HD23(UEE6D>=`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`````45\?F7FR:G4I*(T.,@UNNK/4DO]Y]!%TF// M;6IE0O6N,7QHGT:E M'[5$.37"=$I[B8UY4.IVT^9Z/&R6N-BJ5U)?1E)_61#6TYF1PH5IJLSVG&[)@.Z4"*XG'*;J?\\XD]K9'\TNGI MZ2'JQ$1%@@````'!UIMYM33K:5MJ+"DJ+)&7M(8>I<&%LO2E5"CIE6_4CU^5 M4AXXYG]*"\PR^H0^+X4K<_HW:;=\%)_-*2B!<+ M4VVZ@H\$S5F3:2H^M+NM!E[KK M,NK@E@````````,LQ_: M3._4T?\`GO#4@``,8]>4AF04E=!D)H9STP/+E/)2OC#]HS9"#,N5'DG_`$*3 MV\41[5%MZ.@QZDPRU'8;88;0VRVDD(0@L)2DBP1$701$.P``````!'G08=0C M+B3XC$J.LL+:>;):%?21ZAA9'!A3(CRY=HU2I6Q+4>D90'C5'4K_`$F%929> MPL#JY0X3;=U5&D0;IA)VR*:KR:5CI,V5>:H_8DQ8T;A+M2HR2@R9CE(J6HCA M59LXKI&?1YVH_J,QM242B(R,C(]A]8^@`````````````````"MK5>@M1[#(5#-@5'@]99JG!^X[+4VTE-1I4ISS:B1?WTG_<=UGC&KH]A[RT M+JI5V4TYM-<6EQM7%R(KR=!Z,YTH6G:1[?I%^````````,LQ_:3._4T?^>\- M2```\Y9AU^7HMP&FT M:+4J7Y-%MHS4N9QR%(E&AE;+7%D1FK62])6D2<8QKVBWX1Z?4I%N5J3&KLB) M&;IC^G%0PTM+F&U&>5*2:BR6K484RA7$JG1%)O6>E)LH,DE"C'CS2U?T8D\@ MW'OQ/[#%\,.0;CWXG]AB^&'(-Q[\3^PQ?##D&X]^)_88OAAR#<>_$_L,7PPY M!N/?B?V&+X8<@W'OQ/[#%\,.0;CWXG]AB^&'(-Q[\3^PQ?#'GU23O2UX(MO4-O2[1JU)I\>FTZ[YD>''03 M;32(,4B2DO\`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`5LRN4B%5(=)E5!AJ?,2M3$=2O/6E)&I2L=!$1'K/5J%5;5]6G=$Z3`H598E MRHY&I;:4J29I(\&I.D1:19Z2R6P:<``45\?F7=WK<-2JM7YB6@]H51U!*J-03K336#VGDO\ZK^Z6WIU;1KK9H%-MFC1 MZ12F.+CLEK,]:G%'M6H^E1GK,Q;````````````^*2E:32HB-)E@R,MH\G9X M#;/1>+U>6SQD!:34FE*3^10Z>U6W6GJ1L(_9@A;KX*+984IRA2:Q0'3UZ5+J M#C99_P"ZHS3^X?.;?"+3#,Z1?C%0;+YK%9IZ5?M<;,E'^P"N'A(IAD56L:+4 MFR^<_1Z@6KZ&W2(S_:/J.%>VXYDBO1*S0'#/&*G3W&TY_P"\DE)^O(U5'N>W M:T1(PN1*?:88065..K)*4E M[3/40PLOA1H+LA4*VHT^Y9R3P;=*9-;:3ZU.GA!%[MFQ+E0Q,8D.TVNPLJ@U./J<95U'^D@^E)]9B MNM2\I950K4O*.U3KC2G+2T'_`,GJ*"_SC*CZ>M&TOW%O```````&68_M)G?J M:/\`SWAJ0'C7")2+HC7/6JA1+=55E5JCIIT>4VXDE0%Y42LZ6Q)DK.2Z2$^W M+4JD*[[7CHIJ8U*MFE*CJG:9?\N==0G22DBUX2HE'D^DS'JP``HKX_,NX?U; M)_E*%C2?ZKA?X#?\)"8````,-?EU3(4F-:UL-IDW144F;*3^9#:V*D.>PN@N MD^O8=Q9=K0K5I/D;"UR);RS>F3'=;DIX_G+4?^PN@AH0```````````````< M5H2M)I6DE)/49&62,9:L<'EDU@U*GVS3E.*UFZTT33AG_P!Y&#_>*?Y-?(3T MK;O"Y*1@O,9*7Y2P7^HZ1_[1\*'PKTK!1ZQ;]?:+;Y9&7$=47L-LS3GZ@Y\7 M/3B_]X>#FL-I+:[2G6YR<=>$F2B_8)4'A5L:2]Y,_6DTZ27SF:DTN*I/TZ9$ M7[QL84^#/9)Z#,8E-'L6PX2TG]9&)(````XN.(;0IQQ:4(2634H\$1>TQAZG MPGVM'E*@4MZ17JD6HHE'9.2K/M47F%]9B'Y3PHW%JC0Z=:4)7^=DF4V7CH,D M)PA/T&9CMB\%U$??3,NB;4+FFI/2)=3?-323_P!%E.$$7LP8W42)%A1T1H<= MJ.P@L);:02$I+V$6H=X``````"CNRV*3=5,.GU5DS)*M-E]L]%V.X6Q;:MJ5 M%_\`D8^CW/5[1J<>V;\>XV.\KBZ=7]'1:D]3;WZ#GM/4K]Y^F``````#+,?V MDSOU-'_GO#4@/#>$ODRI7]/B5^Y7:6Q3:(F53D)FE'(Y1K7YQ9^DQ'JDEW14LLK_`"6TM'9[![.,LJ]J44\H_DT\X?E? MD)U$F,QB?TM#0T\Y^?YNEC1TM6'`C^7W!4%&U3 MX"-KB_TU=3:=IF%B6GS>CR9]1D%/N*HJ)VHSC+YZNA".I"=A%_\`XM:````` M``````````````"-.@0:@R;$^''E-'M0^VE:3^HR,8Z;P56/(>.3'HQ4Z3T/ M4UY<52?H)!D7[A%YD733OS?X1JLA!;&:LRW.2?LTC(E$7UAY;PL4O/E%%M^O MM%L.%*7$=4769.$:<_08^_*6F">C<=H7)2,?.>.'Y0R7^NT9_P"P7%&X0K*K M.$T^YJD8@TRG5%ZE6Y9ZZ=/:FTNJ&_)EK843)--J< M4EU+I^:HUZ2<$1F>M6<8,2;;CSY3-BT%VD3HLFW5:<]YUA2&D\6PMDB0X9:+ MFF:R46B9ZLYQL&BX1T7`=MUHZ?)IJ(!4Q_CD/L.+=/\`)JSHJ)9$6K9DCUA3 M&KZY.B<7/MXD<2C&E"?SC1+_`+42>*OWUA;O8G_%#BK]]86[V)_Q0XJ_?6%N M]B?\4.*OWUA;O8G_`!0XJ_?6%N]B?\44%X7'==J4ORZ=/H#SSBR:BQ&8+YNR MG3^:V@N-VGU]`A6S:5[L563=E4F4-RO3VR)29$9UWR%OT#9I<(B273C:?2>T M]9Q5^^L+=[$_XH<5?OK"W>Q/^*'%7[ZPMWL3_BAQ5^^L+=[$_P"*'%7[ZPMW ML3_BAQ5^^L+=[$_XH<5?OK"W>Q/^*'%7[ZPMWL3_`(H<5?OK"W>Q/^*'%7[Z MPMWL3_BAQ5^^L+=[$_XH<5?OK"W>Q/\`BAQ5^^L+=[$_XH<5?OK"W>Q/^*'% M7[ZPMWL3_BAQ5^^L+=[$_P"*'%7[ZPMWL3_BAQ5^^L+=[$_XH<5?OK"W>Q/^ M*'%7[ZPMWL3_`(H<5?OK"W>Q/^*'%7[ZPMWL3_BAQ5^^L+=[$_XH<5?OK"W> MQ/\`BAQ5^^L+=[$_XH<5?OK"W>Q/^*'%7[ZPMWL3_BAQ5^^L+=[$_P"*'%7[ MZPMWL3_BAQ5^^L+=[$_XH<5?OK"W>Q/^*'%7[ZPMWL3_`(H<5?OK"W>Q/^*' M%7[ZPMWL3_BAQ5^^L+=[$_XH<3?GK"W>Q/\`BBGK%IUJMD95:%9DTS_O/TEQ M2B^@^,R0\7N+@`N)=Q12IDB"=.F.*-YQLE)1!+;C14HU*+&HM9GT'C:/9+3M M*X[3I$>E4=ZVFFFD$E3IP'>,>/I4M1.%DS,7G$WYZPMSL3_BAQ5^^L+=[$_X MH<5?OK"W>Q/^*'%7[ZPMWL3_`(H<5?OK"W>Q/^*'%7[ZPMWL3_BAQ5^^L+=[ M$_XH<5?OK"W>Q/\`BAQ5^^L+=[$_XH<5?OK"W>Q/^*'%7[ZPMWL3_BAQ5^>L M+=[$_P"*'%7YZPMWL3_BCS7A0X3[QX/IT"'(C4.>%2\+_`*K,IS$6AP#C1_*#<<:=<(RTB3C!.%C;D>C>47?Z\M3L[OC#N;*^ M'$<8W5+:6C]),-XR_;QH^Z%]>L[:[&]XH^\5?AEDJC;AE[(3_BC@]%OAYI;+ MTRVW&UI-*D+@/F2B/49&7&ZR&`.C7[P;194^@K@5*AN.<8]2VF'5%`2?SG&4 MFYI&6TS02OHZRV5#JETU^F,56D5RV)<)XLH<;A/_`%D9<;DC+I(]9"PXJ_/6 M%N]B?\4.*OSUA;O87_%#BK\]86[V)_Q0XJ_/6%N]B?\`%#BK\]86[V)_Q0XJ M_/6%N]B?\45MPU2\+?HLVM5"H4'R2(V;CO%0'E*Q["XXL[1YC0.&JA\[I%1J MSCS_`)1#9B-'#@FT1*)U9GDEN*_3+7GZA^B0&6NNP[7NMQ,BKTQ*IB$DEN6R MLVGD$6S"TX/!9/4>2&.M*WSL?A`;HL6[)\R-5F7IBX,U@G%J4@B22^.VY+!% MC!9(>M!@@`45\?F7IMM4:36*M()F*P MG)GM4LSV)272HSU$0Q]F4"I5BLE?EW,&U45H--,IRCR5-8/KZW%%K,]I;/87 MHH````````````````````````````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`I:WI(6U83P>UZ9RE(O%"5+022\EN!3*#(MAZ*'"+ZQ-M M^F6A19WEL&X7G75(-!%)K2Y"#(\;$K699U%K'54[*H%6JDB:NX:TV](7I&U& MK"VT$?4E)'@BU;!<6O:\"W7)"X=1JDHWR22BFSER"3C/S24>K:,%PC\'+JK3 MKTJ!<%VSI2F5N(@KJ*W6G#SG0XO&LNHO80_+%)HE5=JE';9A.NKG.I.,EO"E M.D2S(\$6O4:3SU8UC^A!`,3=K7"6NJD=IR;=;IW%)R502Z;G&9//S2QC&/WC M+42G7EP1W&*+%4:J'2WDX,_P#]RZGI4?\`=+H+7[3]0``````````````````` M``````#/`_,U3_RB:U"J)*M-22(B21GKT1'^5"`\?_LRU[LJ23V+C4E9)_:LTC0W/5+B@ ML156];15=UXS)Q+LU$8F"P1D9Z1'G.S!=0I8$GA2DSXRI=,MFGT_C4F^DY#S M[W%Y\XDX(DZ6-AGJ';>R:DN4RY$X0XMMPTMZ+K:X[*UK5GYQ+D28\11IU'A1^< MHRR6P7"5\*\E1JC4NT:2A9Y4;KKTAS/^J22,QSYM\(\PR5-X1&8B3VMT^DME M_P"99F?[@^38Y)YJM[W;.SM;Y0XEL_\`5;27^T=K'!+8+;I//4(ICW2Y-D.O MF?VU&0T-.M.V*9CD^WJ7%,NEJ(VD_P!N,B[2E*2(DD1$6PBU"&_2Z?(J,6IO MPV7)T5*T,/J21K:)6-(DGT9P/C=)IK=5>K#<)E-0>:2RY().%K01Y))GTX$[ M!=08+J`,!@?#(CU&6?I'6[&CND1.L-KQLTD$>!@[WX/F:E+;N&W$Q(-QQDZ* M5.LDIB6CT;R,8,NC2+67U%CHM"5:=R/2*=5K4IE.N:(1%,ITF(T:T_Z:%:/G MH/H,NLO9G2+L6R5K4M=H4)2E'DS.GM9/_P`HBJX-["41D=H4?7U14D(CG!3P M>.(-"K4@$1_HDI)_M(\CH/@?X.O[EN):/])J4\A7[26(=4X*K5@TV5)HM&GN MSFVE*:CM5B0UQZBUI2:C7@M?2,'9EBW%9%YQY=,:B5&H*AMO5*&M6"2AYY:3 M)EQ6LC02",S,_.U^P?H@!B+MKM]TZJ$Q;ME-5>#Q25')74$,869GE.BKJP6O MVC-T%B^:UPE4JX+AM-%'APX+\?31.;?)1K,C+8>?W#UL0.5Z;RRFBE+;5439 M4_Q"3RHFTFDC4>-FM1;=O1L,08=TTF;4E4Z+Y:ZZE]<=3B8+W$DM!F2BXW0T M-1D99SMU!3;KH-3J2J;"G<9(\_0RTM*'M`\+XM9D27-$]1Z)G@+X_,NX?U;) M_E*%C2?ZKA?X#?\`"0F`.#SK;+2WGG$MMH2:EK6>"21:S,SZ"'E<5I[A4K"* MA)2M%BT][,5A1&7*SR3_`*19>B2>PCVGMZ2+U9)$DB(B(B+81#Z````````` M``````````````XK6A"36M1)219,S/!$**Z;KI-KQX[M2.2M4I9MQVHL=;RW M5$6<$22/HZ\"CIMUW;6JA&*!8LJ#2E.)XZ75I"6'"1G7HLEE6<;,ZA#X0^2C MG)=K?"1)H--2V254^));8<<41F9JTB(W#R6"P75[1^1+@HS356D%1YAU.'I$ MLY"6G$);):\(TE.)3MR7G'J/.T?IS@_QX:#B-FGRJ954)2O*S M5G002CQYW7T#2%&X6YN2?J5JTM![/)X[TE:?K69$8%9EXRM55X3:FI)[4P(3 M,7'T'A1@7!71'\E5ZSE! MJ&I`>.W9`C7APKC1:8B3'@MOFR4QQ2S)2C/ M:K1(MA=7TCC;M-AV7PKP+:MFHR':5/@//3*,]!#(TQ34:H4Z);-9KBJH] M4WN4*;-,\,LK4XIU2V\:+9$HR4E1'YV2UJR.RUWVIT?@]H45IUNJT)1JJ;9M M*2<4D1W&EDO5@M-:BQ^D6LLEK&MX17JXBVJVW!I\!Z"=,?XUUZ8IMQ/Y-6<( M)M1'JU_.+.S5M'*FR[T*G1";H5$4CB48,ZJX1F6B7_8"3Y9>_J"A][._AP\L MO;U!0^]G?PX\XJ4Z[.$Y]^CP8%/;MN!))%1=:J+A-U)18,V6W>*SHD?SC).O MKV#T**Y>$2.U&C6W06F&D$AMM%5<)*4D6"(B\GU$.WRR]_4%#[V=_#AY9>_J M"A][._AP\LO?U!0^]G?PX>67OZ@H?>SOX_J"A][._AP\LO?U!0^]G?PX>67OZ@H?>SOX_J"A][._AP\LO?U!0^]G?PX> M67OZ@H?>SOX_J"A] M[._AP\LO?U!0^]G?PX>67OZ@H?>SOX_J"A][._AP\LO?U!0^]G?PX>67OZ@H?>SOX_J"A][._AP\LO;U!0^]G?PXX.U& M\VFUN.4.A)0@C4HSJSNHB+.?^;C#,<+-=TI-HTJ/&2VGM'DRYS%3E&W-B5+A%F$ MHLMQJG)5&0?L2EA#9%]9D/56*APJU"GM-4FTZ';J$-DAOE*:I]24D6"PEM.K M5UBH59G"74UFJZ*Z4]LSUQ8-67`9,NHR1'-1E]8MZ'9CE"63M-X/K60^6LGW M:FZ\[GKTUL&K]XG1J%5XT2J1$6=;ZV:HXMR:3U7><-]2MND:F#,R+81;"Z," M;18]U46EQ:53K=HR(<5!-M(76GG#2DMA:2F#,Q.\LO?U!0^]G?PX>67OZ@H? M>SOX_J"A][._AP\L MO?U!0^]G?PX>67OZ@H?>SOX_J"A][._AP\LO?U!0^]G?PX>67MZ@H?>SOX_J"A][._AP\LO?U!0^]G?PX>67OZ@H?>SO MX_J"A][._AQ2751: M_=5,53JQ;%$<01Z;3J*NZEUA9;%H5Y/E*B__`",[#NV^;,>I]O7A#IDLI!\7 M%K;LU;3+A]#;JB:5AS_2,B(_VF-Z4V]C+)4"A][.?AP\LO?U!0^]G?PX>67O MZ@H?>SOX<55ORJA)X1:JFIQX4>2U28R3;B2E/D1&\\9:1FA&#]F#U:QNP'D/ M"VB%<-P@&`%%?'YEW#^K9/\I0L:3_5<+_`; M_A(3!YE=54J%Y5MZQ[9DK8A,X*N55H_Z%![8[9^D5L/]$L^T;^C4N!1:7&I= M,C(CPXR"0VV@M1%_O,]IGTF)P`````.*UH;2:UJ)*2VF9X(AXAPX<*4ZUW:0 MS:=5IK[KO'>5(+0?-&-#1R1'YN MD1I(M?UF/:VKHMIYU;+5P4M;J%&A:$S&S4E1'@R,L[2,6S3K3R=-IQ*T]:5$ M9?N'/(``````````9&7NB^K8MB0B'5JD29SB24W$9;4Z\LCR180DC/7@]9B+ M0;RF5>8MQVUJG2:,EM2CJ%44B/E18P1-F>E@]>OV#S^Y[FA3JS*CKX3Y\B(M M9\12[6A:3VCU&\G2U]&TA.M5-R4YJ2BR^#Z3!*8I*WZA-ABFC7A;$JO*M^-6X;M62I:#BH7E9 M*3DU%])8/)>P9WA:O^/9%#>/B)2JA)86F&M+)FT3NPM)>PC+YV-ID0SU@<+3 ME7MJF&Y;=?JU00@F9K]/BI<;2Z1XRHS46#,L*V8UCTZX:G(I-..9&I$VJ.$M M*?)X9)-PR/I\XR+!#[0:E(JE+;FR*5,IKJC41Q99))Q.#QKT3,M>W:*VVJ]6 MZK,>8J=I3J.TAO22](?:62SR1:)$@S/.-?U#A5JW<\2NM08%FNSZH%#;J\HW22IA5:2B/.LB+'M' M=3)56D4-N5/I:(534VHU0_*"<2A6O">,(L'G5KQTB!:\ZZI;D@KCH4*FH2E) MLG'F\?IGKR1^:6,:OVCKE2+T3=+3,SSG&#+8,*MV[>#&HP M69=@\%JZAOZ\W<%7C095HW%3XD=:3 M6IUR*4I+R3QHFDR41$6WKSD=]QOS:=9LZ2NJIB38T,UKFHC$X25I3DU$T9Z\ MF1X3GI(?EK@RORNP>%,ZW752'6ZNHF)ZE-&DB2>"0O!%@B29%LZ,D/V(`\[N M*U;O7>;]R6Q6Z;"X^"U$<1+C*=,]!2E9+!ZOG#C1+5O$[QIUPW/7:9-1!C/L M-MQ8JFC_`"FCDSR>OYI#T8``45\?F7>H:FU;>IUKT5BD4QHTLM^'VB>5.PZ#;U7K#S:S01M)22%F1XR1D M:C,NH\"?2.$.^:O3I"F>#"JL3%&91^,=2VT18U*4;NB>WH(MG2*!5O\`#]7/ M^?7/3Z.T>U#"DI47T&V@S_\`,+QO@RNZH6Z=O7)PCRI=-<+#K+<)!K<\[2UO M+,U'@]@R]=_RGK_`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`VE.IE.I;!1Z;`C0V"V-QVDMI_8DB$P````=+LJ, MR^Q'=?;0](,TLMJ41*<,BR9$73@B,QW`.N0^Q&:-Z0\VTVG:MQ1)(OK,<8\J M-)9)^,^T\R><+;62DZMNLA16]>MKW)/>I]#K#$V2PWQKB&B5A*4Q8"G(Z-(\94YDB+&T^H3+GJ%9IT%MZAT!59DJ< M)"F$RD1]!.#\\U+U8R1%@M>L=M/D5B504R)5.9I]76TH_)5O\.L0;4*\R*0=VN4-1F2>(32T.EHGKTM(UGKZ,8QTCJ70[A7JEL1WJE:C MBCHB&=JM[VA23--0N6EL++:A4E)J^R1F8S=5X8;+AK2S3Y,JMR59_(TI@WC M+Z3U%K]AF*]KA&O2HNM\C<%=86P:BRY.?3&,T^PE%C/UCE4OEHK;R3I[=#MB M-HX-+KQ2WHST?KT=0[ M?D1L^5.,:]`D]!$0TU,X.+$IFB<2U:82D[%.L$ZH MOK7DQJ8\:/&;)J.PVRV6Q+:221?40[<```1YV```&"Z@P(\F%$E)T9,5EY/4 MXV2B_>0H9EA65-R1-I5^TB(Q3KX);"TSB3'F?W) M61"-(X*:24JUY/.OI%/PL:M74+M'!=!FI(KHN"MUY. M"S'>DFQ&+'4RUHD0UE#MBWJ`@DT:BP8.K!J882E1_2K:?UF+D````!4UZXJ% M;S*':W5X+\H=)!KQMT2/6K&2V=8YU"KM1:&NLQ8LJI-<4EUMJ"CC''D MGC&@1F6=1YV[!TVU5IM9@N2IM#FTA1.&E#,PT\8M.",E829XVF6#UZA^4>$C MA#N1WA*8F>4Q72MZ8M,7R-*TM+PKSLZ1F9F9%HF>S4>-0_2-DM3ZIY/=2;NG MSZ7/:-YF`XPTAMHE;$Y2G2,T?-V[2UBPN2S:7<#'VDTNFT>$F#2H$>%%2 M9F3,=LD)(SVG@NDQ):9:9+#32$%U)21?[!V````````````````\TN>VIUK3 M9=Y62MAA>#=J=*>RN%VW+BX2GC<0[3FYY@``,(=.A1.&"),CL$B1,HLI3Z\F9K- M+THC/8,?276WJ!:%*C/L\YH]=<7(9)1<=JL#R/_*.J-18X1I,9 MF=);85#9)3:'5$D\I/.HCQK'/@2J'"!Q5;D6E18-4EKXIMZ94'BTF4D2M%!9 M41F1[<;/-(;V='XDG_D]1N1A+9^W"%$1"XH%LT^!'0XG@5:CR"SJ7+BR#+J/26O(TM,K%UL$ M;*^#=41@B\THU3C*U]6/-(A]DW#?29:4Q>#LW(GFZ3CM780X77A)9(_9YVOV M#NGW!>2&B.G6`\\[I:TR*I':3H]>4FK7LU8^L-FO`Z*?<-\+-SE+@]4P1$6AY-5F'/ MD&56(]Y?Q?S2J,?BN,QLTM+.CGIQGV#II=?OLTNX\_MT7Q`Y>N/<>?VZ+X@XI45^,JRZHV3K:D&MJH1 MD+3DL92HG-1ET&,RJWD(\\<3A.9XS.U7U;- M0UA5VXR(BYD5#5USHOB!R]<>X\_MT7Q`Y>N/<>?VZ+X@2+5MV#ZBX[KD03=9L.>S(4A M7%I?F1L)5KQI%QA'C9GI%1;-5X4&5RG+GMEF3QFCQ+5/>8;2UC.?2X3C49=<8\G:/1QYK9.$6/8>=IB\F2ZE.<9=F\'#TE MQC)M*>D0UFWG;HF:]6PM@EE7;B2DDE8T\B(L$138OB!R]<>X\_ML7Q!QY:N# M<2;VR+X@Y%7;B(L%8T\B]DV+X@X\_MT7Q`Y>N/<>?VZ+X@X\_MT7Q`Y>N/<>?VZ+X@X\_MT7Q`Y>N/<>? MVZ+X@X\ M_MT7Q`Y>N/<>?VZ+X@3<'W!/2XG"5/75J9): MB1&&ID&#+=;=P:EJ3YYH,R4230>,[=6=FO\`10``#CH)TR7HEI$6"5C7@=28 MD5$IT_K&$X M3+&M2K4BN5^H4=I^J,TYU2)"EK(TFAM1IU$>-1^P7=C6M0+:IA'0Z:W#.6VT MM_04I6FHDZCUF?6>SK&G````````%37;=H5P)936Z3$GI8,S;*0V2R09XSC/ MT$(]%M"UZ'+.;1Z#`@R30;9NQV20HTG@S+)=&HOV"^`0^3*;YW!I,A.K%':J5$W&2]F!76Q>UM73( MD1J)4%/OQTDMUM<=QI24F>"/"TETBVD$K1\A0C0;,L:EJ4HM'.=6W88 MG5)=:>H:W*.W%CU9;:5-(GDI3;:CQDEZ!Y/!9+5TCKMIBOL4]:;CGPYDU3IJ M)<-@VD)1@L)P9F9X/.OVB!0;.A4:KOU=-4K,V6Z2DYG3UO)0E1YT4I/41%@L M:M0NW:737IJ9[M/BKF)222D*92;A$6PM(RS@3``````````````````````` M``&68_M)G?J:/_/>&I`````45\?F7_46E)6B4Y'2;J33\TR7C.KH'7<]L M4FYXS$>JMR%)8&I```!"35:6J9Y"FHQ#EZ1IX@GTZ>2Z-'.Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[! M\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U M[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$' M/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y. MP?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/ M=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q M!SP/=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\#W7N M3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\ M#W7N3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[! M\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U M[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$' M/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y. MP?$'/`]U[D[!\0<\#W7N3L'Q!SP/=>Y.P?$'/`]U[D[!\0<\#W7N3L'Q!SP/ M=>Y.P?$(%OU/E3A!J+W)\Z%H4F.G0F,\6I7Y9[619/4-R```"IC6Y08M5>L^D^GI'*#0*)3ZC(J<&E0X\Z1GC7VF4I6O)Y/)E MUGK/K/68C7Q^9=P_JV3_`"E"QI)%R7"U?YAO^$A,P7408+J(,%U$&"ZB#!=1 M!@NH@P7408+J(,%U$&"ZB#!=1!@NH@P7408+J(,%U$&"ZB#!=1!@NH@P7408 M+J(,%U$&"ZB#!=1!@NH@P7408+J(,%U$&"ZB#!=1!@NH@P7408+J(,%U$&"Z MB#!=1!@NH@P7408+J(,%U$&"ZB#!=1!@NH@P7408+J(,%U$&"ZB#!=1!@NH@ MP7408+J(,%U$&"ZB#!=1!@NH@P7408+J(,%U$&"ZB#!=1!@NH@P7408+J(,% MU$&"ZB#!=1!@NH@P7408+J(,%U$&"ZB#!=1!@NH@P7408+J(,%U$,LQ_:1._ M4T?^>\-2`````HKX_,NX?U;)_E*%C2?ZKA?X#?\`"0F````````````````` M`````````````````````````````````RS']I,[]31_Y[PU(````9%%?'YE MW#^K9/\`*4+&D_U7"_P&_P"$A,`````````````````````````````````` M```````````````!EF/[29WZFC_SWAJ0```=36 MPPF(SP?5^(\ZY5*ZLRJBS=4HY1+C..K-19QYBTIQJ\TM18+4-7PCUZFP+;K5 M.E+D%)?ICYH)$5UQ.MM1%E24FDM?698"F7O;S=.B(4].TDLH(\4R2?\`=+_L MQ*Y]6YZ:?W9*\,.?5N>FG]V2O##GU;GII_=DKPPY]6YZ:?W9*\,.?5N>FG]V M2O##GU;GII_=DKPPY]6YZ:?W9*\,.?5N>FG]V2O##GU;GII_=DKPPY]6YZ:? MW9*\,.?5N>FG]V2O##GU;GII_=DKPPY]6YZ:?W9*\,.?5N>FG]V2O#'!N_[7 M=T^+E3%Z"C0K1ILD]%1;2/\`)ZC+J'/GU;GII_=DKPPY]6YZ:?W9*\,.?5N> MFG]V2O##GU;GII_=DKPPY]6YZ:?W9*\,.?5N>FG]V2O##GU;GII_=DKPPY]6 MYZ:?W9*\,.?5N>FG]V2O##GU;GII_=DKPPY]6YZ:?W9*\,.?5N>FG]V2O##G MU;GII_=DKPPY]6YZ:?W9*\,<#O\`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`````HJ9:=!I M=1.H0H)MOEIDV1NK4AG3/27Q:#,TMZ1ZST2+(L*S`15*1/ICCBFT2X[C"EI+ M)I):33DOVB1%9*/&98)1J)M"4$9]."P.W`8#`8#`8#`8#`8#`8#`^8%;1J2W M2_+^+>6YY7+K1.JXQV(W%- MO&HB2M:LYZ_//]@L@```!D;MN.KT4ILJ)1V':=3HI2I4B5(-DG"U_DVO-,E+ M(D]."RI)=.KID+>-+R7G-`B,F]'!H)3B4GE1'G.K5 MKA?*`]'CIJ\ZE$W1);$EZ$ZT\:GU\21JPM!I(DFM*3-.%'U&+ZWJU4Y53F4F MMTZ/#G,L-24%'?-Y"VG#41:S2G"DJ09&6,;#+:-&```````JZ_-J$*(UR73C MFS'WDLH2I1H;;SG*W%$1F2"(CV$9YP72,O%O&KSC;ID&D0W*WY3)8<)4M7DI M$QH::R<)!J/)N(21:.24:B/YNOH7P@2I%/55*;1DN0H4)J94B>?-#C25Z64- MD23):DDA1GDTEL+IU:,J^\=XMV\=,?;87#]3IJGDURB,L.KI_ET M:/&E&XZ67$-I:=(TEH*-3B2R62U+_1U]RKNJ[#KU'DTB-R_Y4S&9;:DJ5'63 MC:W"<-9H)1$26G,EHF>4ZMNKDU=->FQ$H@42*FS!Z6W:HBMT*G5=#*V4S(Z'R;6>33I%G&>GZ>D60``````#' MW#-3QK82X:E&WHX)*N)<)/G9U)SMU(UV5Y1.,/6ZT<]^$W M-@,,RC42T*6E!I=4:"T#1II-6"46,XSC7<6C7GJVS/3(:BD]"D^3K=A/F_'= M/12K*%F1;-+!EC49&0T(``````"GKTZJQCB1J-34RY4EPTFX^LVV&$DDS-2U M$1GKU$1$6LSZ,#)-W[4IE..53:)'?=B1')D]*I9D@D(=<;T65D@^,-1LN&DS M))8(L[=4Y^])/E2Y42FMNT*/)CQ),I;QI=);Q-F2D-Z)D:4\-FNR MCW0W*O([=C1C<9;C.K=EZ7FD\A39&TDNDR)TC4?09D6W.-*```````B566Y! MILJ8U$>EN,M*6B.P65NF1:DI]I[!CEWE5H3TRF5*DPSJZ#BICM19:G&E*D+4 ME"5J-!&@TZ"E'J/*2R74.;=W5=YQ%':I$4KA\K>C+;7)449)-MH<-SC"1I8- M+K>"TX2P``&-N2W*S4Z\S46)-*>BQVT>3Q:A'<=0RZ1F9NDE*TI-6M M.#,C-.CJQDQTNVG5551QM%1BIHK]3:JKS?%*XXGD&A6@E6EHZ!K;2K662R9> MTH'R?SY45%&J%59.C0F)3,'B6U$^7')-)&X9JP>@E1D6-NHSQL&BMRCU=BJS M*S7ID1^<]':BH3#;4AM+;9J5I><9GI*4LS/H(B(M>T:4``````!0WA2ZE6*2 M4&FSFXJE.I-[C"7AUHLY;,T*2HB/5DR,M62Z12IMJO16J5*IKU#BU"FI>CM, M,Q'&XBF'-`S3H$LS)1*0E62/!ZRZ7&=1'<2V\I!DVM2=(DJQJ,RZ=8P$&R*KR/4:9.FTSC)C:%KGL1 MW?*79"%)4AQQ:W#TR)2D>DEUS)]!F6H\:XTFR*T]&CHB1F9D7LR.\``````!BZA;E; M?NLZVF529#3:D>2-S8SKBHB2(B5Q>%DDE&>D>GC.LBS@L"(JR)TAPJ7+J$=5 MNLR94IEIMM12#4^ETC0I6='13QRS(R+)^;LP>><*U[F0:Y@E)DG&"S@\[+:SZ!)HRJE)EJA(>GO)=5&@-&W'9T4DD MM$CUFH\9-6K.K5J&F```````9J]*)4J[&BQ82A:FY*='!(5H* M29IR>3+.#P1'DA33[4N!YI1PI]*B.S*=R9-0W%6EIMHE+T%LI)7FJ2EQ18,\ M'J/5C!\W;,GIE.08=0CHH$F5&EOMK;4;Z5LDV6BE6='15Q+9F9EJ\[;DL2:= M8D*F7%`JT*H5%+,5N0GR9R8XXDU.K2HSUJQC)*,RZ3,CZ!L@``````$&M1YL MJDS(U.EE$F.LJ0S(-.EQ2C+!*QTXVC&QK-JC5)5$2]1X\AB4U.BO1X[N5OH5 MDU/J6X:G-(O-,\YU_0.:+3KS#R*XQ4H)W`3=5A*S,DF1&1 M[2.XYC4G_P#55'M'_P#0U@`````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````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`````````RG_69_X+ M_P"N-6``.F7*BPHRY4R0U'CMEE;KRR0E)>TSU$*GG;:N\M'[6C M]N:_XA@+AX<+5H]W1*&A7E<,_-F5!A9*;CF?S<8^?C^\9;.C)Y(;\KNM0R(R MN:CX,L_\^:_X@YVVKO+1^W-?\0L*=5*95$+73:C$F(;/16J.\EPDGU'HF>!2 M4"[X-:N&KT5EAUM>DR*I!92J#0EU1V`E!RW#DH80A2BTDMI- M1'I+T<'C41$99461\J=XQ(=HM7&U!F/F^:&V()HT'W'E*T>+P>Q1'G/1J,]9 M"/6[^I-)I-`K"VG7J?5UH)+S>#)ELVS6;BB_121:^HB,^@7:*VRNYE4!+2C< M*"F:3Q*+1-*G#01?^7.1]IM::GUJLTI#*T+IBVDK69EA?&-DLL?01X%7*N:> M_4YT"WZ$NI^0*)N4^N2AAM+AI)7%(,R,U+(E$9ZB(LD1GD=2KWBNTJ!(@4^5 M(J4Z2Y#:IJC2VZA]O2XU+AF>$DC1,S/7JQC.2SQ=O)V#&EE5Z(_$FQGHR%,I M=)QMQ#[Q-(<0Y@B,B,SR1D1EC9K(SEKNQA=0JD:##=E1:4RXJ;,2HB:;=26> M)29_.7C;C4G5D\G@==O7#7*PW3Y:[75&I\QI#Q2%3FUFA"DZ23-)%GI+5[14 M(O\`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``?F MZ\/^D[0?IC?P*'Z1+80````````#*?\`69_X+_ZXU8``CSX,.I1'850B,2HK MI8<9?;):%EG.M)ZCUD0H>85C[G4'N]K_`(0YA6/N=0>[VO\`A'G5R<`EOU6[ MHM5A.E3Z2L]*;`93HDHRV$WC4@CZ2Z.C;J]#18%C(0E!6?0C))$19@-&?[3+ M6.7,*Q]SJ#W>U_PCN>ID2VZ%4UVK;\1J6;2G&HT-A#1/.DG""/&"VXUGT#&T MJS*Y;,RTYT:H/U1412HDQDVVD$EE\M)US2(B4K#I)7K,SV](K:':-PQDTB`[ M3]"#47,U;24G\D3$IQYO)9U\8E24:N@BR.F!;-0B-6FJLV[59C42E2F'VX#Y M(<;>6^A2\_$2AQ!25&:&VB)>2,T-J7E6-N#(5]&M:L0Y%#HLR M&J52Z36)>@^LD:+L-V*[@S26K4MTVS(BZ"U8$ZS+#^:9&6LL" MKBV_7:4[3KK=IJGY_*@IC-K,FI:S3)0IYW4KS$D@O-+YV4F?4)3%`G6^FL6_2(3CU`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`FJNTUI:%.MQTQE1TI(\Z*G M"29+,B/K(C,RU]-R4NM70U==3BT69&2_0>38C$HDH=D.::UF9)SYJ2TB+SL9 M//0-Q2[5H]/G-5)MN4]-:;-MMV7,>D&TE6-(D<8I6CG!9QMP,S?E"JU2J=:> MA0EO-OVM+@MF2DEI/K61I1K/:9?4(=?M2KM5NA3*1&XR%*J$*15&-(BXAUG' MYO*2T5$7Z*3ZPBIN*)0;@MV-;$]@`#\W7A_TG:#],;^!0_2);"``````` M``93_K,_\%_]<:L```````R0!J]@:@U!J/J``#4&H`U`/FKHP/N2]@!J`,`` M````!D``-0^:O8/NKV!J]@!J'S5GH'T`'S5[!]#4&H-1!D@``````'YNO#_I M.T'Z8W\"A^D2V$`````````RG_69_P""_P#KC5@`"!6Y4^%2Y$JF4Q52F-I( MVXB7DM&Z>2+&DK46K)Z^H1;9J-8J4%Q^M4!RBR$NFA,=5778,^S78%-2;A(J"I[3A+(C\T^+3YQ:1:_8/'^$OA?DT'A3A1 M*;F13*2E3,U@G-!+[BR\XC/9YGFX/H/2'N5;J%0B4:6LC,R+(MW9S\*-;YP)U?)$JOLQ MWN5DJ0XI!MK,TD2DD>@>"^LC&BN2=+C7':$9A];;,N<\V^@MCB2BNJ(C_P!9 M)']0T;YNDPX;!(4]HGH$LS))JQJR9=&1Y5(K]:H4IUXJ^Y7)4&!)DUR,EM!Q M8BT,FM!(4E)&@],B22#4:C29F9:LC[6*_<-G1&I$NK.59R?2)$DDR&T)0Q*; M)LRT-!)'Q1\89:)Y/S2UZS'97ZS<5HR'J5RRY4W9L%#D:3,:1I,2#DM,*/"$ MI(T?ETJ))YP:<9P8TEOR*C3KLG6S-JT2@````$"MRI\*ER)5,IBJE,;21MQ$O M):-T\D6-)6HM63U]0QG.SA`_^5DGOF,/B[KO]232?!9*P98/%:C$?[2,>'2+ MYO>VX==M:#%DQZ2(U'E.OIV>OVY6+SHM#A4 MNG<&$UV)';)+;CE>C.*66W2-6=>K4+/G9P@?\`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`E%3B3%T= MM7&25QUDA+FB@C,B/&3(M1&?4-)+5+C6;)JU(JM78?ISYS/_`&[I-\A$I^D1E$;09I\_'^=4>35U>:7 M1KV0`````/S=>'_2=H/TQOX%#](EL(````````!E/^LS_P`%_P#7&KR7609+ MK(,EUD&2ZR#)=9!DNLA\R760PDC@FX/),AV3(MMAQYU9K<6IYTS4HSR9GY_6 M8V=.AQ:;`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`:I=)@TQIQ M2VH;#;"%+QDR0DDD9^W4,S2;1J-'8;AT^[9S<%MU;B6#BQU8)2S6I.D:,XRH M^G(YHM.?%F5*12KJFP6Y\I:0N*91&8%7J56\I==D M3VV$.Z9)(OR25$1D1%TZ1Y'&W*#$H-&.CLN*?B\:\X1/$1ZG'%+-)]9969?0 M,Z[83RZ0];B;IJ3=NK:4RF&E#?&(;,C(FR>,M+0+.HCUXU9P+^A6[%HTZ9,8 MD.N+E,1F%$O&")E!I298+:9'K%/'L2/`BPBI-7EPIT%R2J/*2E"SXM]PW%M+ M2986C2,C+898(R,C'>BRH4F+5TUN=)J2_)&U,MLI0I2=$W%$@O.7HF99U$63U:Q:VU M1X]OT.'1XSSCK,5!I2MS&D>LSUXU=(^U>D1ZI)I,AYY:%4V9Y6V2,84KBUHP M>>C#AGJZB&?G\']'G65S2?D2#CI6XXU)2HB=:4M:E&9'C&Q:D^TC,C'8_:$A M%4F5"EW+.IJIC+++R6665Y)I)I29&M!F1X48/V3&;:H::/5)5-"/:+G)=9 M!DNL@R7609+K(,EUD&2ZR#)=9!DNL@R760_-UX?])V@_3&_@4/TB6P@````` M```'G?"["7#MVJ793JA.@U:#`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