UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 30, 1997
BACOU USA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-28040 05-0470688
(Commission File Number) (IRS Employer Identification No.)
10 Thurber Boulevard, Smithfield, RI 02917
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 401-233-0333
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On May 30, 1997, Bacou S.A. ("Bacou S.A."), the majority shareholder of
Bacou USA, Inc. ("Bacou USA"), consummated the acquisition of all of the capital
stock of Comasec International S.A. ("Comasec"), a French holding company, which
was the owner of a French operating company, Fenzy S.A., a United States
operating company, Survivair, Inc., a Connecticut corporation ("Survivair"), as
well as the United States holding company, Comasec Holdings, Inc. ("Comasec
Holdings"). Survivair manufactures and sells a complete line of respiratory
protection products for firefighters and industrial workers.
Simultaneously, Bacou S.A. and Bacou USA consummated the transactions
contemplated by that certain Assignment Agreement (the "Assignment"). The
Assignment provides for the acquisition of the United States entities by Bacou
USA through the merger of one of its subsidiaries into Comasec Holdings and the
redemption of the interest of Comasec in Comasec Holdings (the "Redemption").
The Redemption was completed in accordance with the terms of that certain Stock
Redemption Agreement dated May 30, 1997 between Comasec and Pro-Tech
Respirators, Inc., a Connecticut corporation, formerly Comasec Holdings. The
total redemption price paid was approximately $27,350,000, subject to certain
post-closing adjustments (the "Redemption Price").
During March 1997, Bacou USA, through its wholly-owned subsidiary Uvex
Safety, Inc., borrowed $8,000,000 under its then existing term facility from
Citizens Bank of Rhode Island (the "Existing Facility"). The proceeds from the
Existing Facility, together with cash reserves, were utilized to fund Pro-Tech
Respirators, Inc., a Rhode Island corporation, a wholly-owned subsidiary of
Bacou USA with $28,000,000, which in turn advanced $28,000,000 to Bacou S.A. for
its use in closing the transaction with the shareholders of Comasec. The advance
is evidenced by promissory notes of Bacou USA which bear interest at the
overnight deposit rate available at the Paris branch of Banque Nationale de
Paris (collectively, the "Promissory Notes"). The Redemption Price was paid by
the assignment of the Promissory Notes to Comasec, then a wholly-owned
subsidiary of Bacou S.A., then by the issuance of an Adjustment Note dated May
30, 1997 by Pro-Tech to Comasec.
Item 7.Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
To be filed by amendment within 60 days of the filing hereof pursuant
to Item 7 of Form 8-K
(b) Pro Forma Financial Information
To be filed by amendment within 60 days of the filing hereof pursuant
to Item 7 of Form 8-K
(c) Exhibits
See exhibit index annexed hereto
Item 601
Exhibit Table Reference Exhibit Title
Exhibit 2(a) Stock Purchase Agreement dated as of April
14, 1997 among Bacou S.A. and Francis Berend,
Pierre Alain Berend, Philippe Berend, Pascal
Berend and the other Sellers parties thereto
(incorporated by reference to Exhibit 2(a) of
the Company's Form 8-K filed May 12, 1997
(the "Form 8-K"))
Exhibit 2(b) Agreement dated as of April 14, 1997 between
Bacou S.A. and Bacou USA, Inc. (incorporated
by reference to Exhibit 2(b) of the 8-K)
Exhibit 2(c) First Amendment to Stock Purchase Agreement
dated May 30, 1997
Exhibit 2(d) Stock Redemption Agreement dated May 30, 1997
between Comasec International, S.A. and
Pro-Tech Respirators, Inc.
Exhibit 10(a) Promissory Note in the principal amount of
$10,000,000 dated as of March 26, 1997
between Bacou S.A. and Pro-Tech Respirators,
Inc. (incorporated by reference from
Company's quarterly report on Form 10-Q for
the quarter end March 31, 1997)
Exhibit 10(b) Promissory Note in the principal amount of
$18,000,000 dated as of March 27, 1997
between Bacou S.A. and Pro-Tech Respirators,
Inc. (incorporated by reference from the
Company's quarterly report on Form 10-Q for
the quarter end March 31, 1997)
Exhibit 10(c) Adjustment Promissory Note dated May 30, 1997
between Pro-Tech Respirators, Inc. and
Comasec International, S.A.
Exhibit 99(a) Unaudited Financial Statements of Survivair,
Inc. for 1996 and 1995 (incorporated by
reference to Exhibit 99(a) of the Form 8-K)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BACOU USA, INC.
Registrant
By: /s/ Philip B. Barr
---------------------------------------
Philip B. Barr
Executive Vice President and
Chief Financial Officer
Dated: June 16, 1997
<PAGE>
Item 601
Exhibit Table Reference Exhibit Title
Exhibit 2(a) Stock Purchase Agreement dated as of April
14, 1997 among Bacou S.A. and Francis Berend,
Pierre Alain Berend, Philippe Berend, Pascal
Berend and the other Sellers parties thereto
(incorporated by reference to Exhibit 2(a) of
the Company's Form 8-K filed May 12, 1997
(the "Form 8-K"))
Exhibit 2(b) Agreement dated as of April 14, 1997 between
Bacou S.A. and Bacou USA, Inc. (incorporated
by reference to Exhibit 2(b) of the 8-K)
Exhibit 2(c) First Amendment to Stock Purchase Agreement
dated May 30, 1997
Exhibit 2(d) Stock Redemption Agreement dated May 30, 1997
between Comasec International, S.A. and
Pro-Tech Respirators, Inc.
Exhibit 10(a) Promissory Note in the principal amount of
$10,000,000 dated as of March 26, 1997
between Bacou S.A. and Pro-Tech Respirators,
Inc. (incorporated by reference from
Company's quarterly report on Form 10-Q for
the quarter end March 31, 1997)
Exhibit 10(b) Promissory Note in the principal amount of
$18,000,000 dated as of March 27, 1997
between Bacou S.A. and Pro-Tech Respirators,
Inc. (incorporated by reference from the
Company's quarterly report on Form 10-Q for
the quarter end March 31, 1997)
Exhibit 10(c) Adjustment Promissory Note dated May 30, 1997
between Pro-Tech Respirators, Inc. and
Comasec International, S.A.
Exhibit 99(a) Unaudited Financial Statements of Survivair,
Inc. for 1996 and 1995 (incorporated by
reference to Exhibit 99(a) of the Form 8-K)
EXHIBIT 2(c)
First Amendment to that certain Stock Purchase Agreement (the "Agreement") dated
April 14, 1997 by and among BACOU S.A. and Francis Berend, Pierre Alain Berend,
Philippe Berend, Pascal Berend and the other sellers, parties hereto, with
respect to all of the Outstanding Capital Stock of COMASEC INTERNATIONAL S.A.
Preamble
Whereas, the parties to the Agreement wish to confirm certain clarifications and
modifications to the terms thereof;
NOW, THEREFORE, the parties hereto have agreed as follows:
Article 1. Recapitalization of Interspiro AB
Because of Swedish corporate regulations relating to companies with a negative
shareholders' equity, Interspiro AB had to be recapitalized in an amount of SK
25 million by transforming an intercompany payable to Interspiro Holdings, Inc.
into capital. This decision, which represents a breach of the Sellers'
obligation to operate the Purchased Subsidiaries in the ordinary course, was not
notified to the Buyer. The Buyer hereby consents to this decision and waives any
claims against the Sellers as a result thereof.
Article 2. SBC and STM
The parties have agreed to deal with the status of STM and SBC in accordance
with the terms of the letter attached hereto as Appendix 1.
Article 3. Interspiro Holding Inc.
The parties agree to amend the definition of Divested Interspiro Subsidiaries by
including Interspiro Holding Inc. Concurrently with the sale of this company the
parties agree that its paid-in capital will be increased in accordance with the
terms of Appendix 2 hereto. After this capital increase it is expected that the
shareholders' equity of Interspiro Holding Inc. shall be approximately zero; the
addition of this company among the Interspiro Divested Subsidiaries will thus be
for one Thousand Francs (FF 1,000).
Article 4. Certain Glove Divested Subsidiaries
The parties acknowledge that Comasec GmbH, Comasec NV and Comasec Spa which form
part of the Glove Divested Subsidiaries may not be completely conveyed out of
the Combined Group before the Closing. The Sellers' undertake to indemnify and
to hold harmless the Buyer and its Affiliates for any costs, expenses or
liabilities arising out of the ownership or operation of these entities in the
post-Closing period. The Sellers also undertake to take all necessary action to
consummate the conveyance of these entities as quickly as possible. The Buyer
shall cause its Affiliates to provide all reasonable assistance to this end.
Article 5. Incomplete and Up-dated Disclosure Schedules
Appendix 4 contains Schedules which were left incomplete at the signature of the
Agreement. Appendix 4 also contains the information necessary to up-date certain
Schedules to the Agreement in order to make them true and complete at the
Closing.
Article 6. Bank Guarantees of the Company
As of the date hereof, the Company has an outstanding guarantee in favor of
Banque Paribas in an amount of FF 13 million. This guarantee supports loans
advanced by Paribas to Comasec S.A. The Sellers undertake to reimburse, by close
of business on May 30, 1997, to Paribas the amount of the outstanding advances
of approximately FF 8.3 million. The Sellers further undertake (i) to cause
Comasec not to make any further drawings in connection with the Paribas
guarantee and (ii) to deliver the cancelled guarantee to the Buyer no later than
June 7, 1997.
Article 7. Shares of Comasec Holdings, Inc.
The opinion of Alter and Sherwood, LLC delivered at the Closing pursuant to
Section 6.2(c) of the Agreement varies from the form of opinion set forth as
Exhibit B to the Agreement due to the omission of four share certificate
cancellations in the stock ledger of Comasec Holdings, Inc. The cancellation of
1,250 shares of class B Common non-voting Stock represented by Certificate Nos.
B-101, B-102, B-103 and B-104 originally issued to Warren G. Delaney (the
"Missing Certificates") is established by certain documentary evidence which the
Sellers will provide to the Buyer. The Sellers' undertake to indemnify and to
hold harmless the Buyer and its Affiliates for any costs, expenses or
liabilities arising out of any claim by any Person or Governmental Entity which
is based upon the status of the Missing Certificates.
Article 8. Bank Accounts
Sellers provided to Buyer a list of bank accounts on May 29, 1997 pursuant to
Section 5.6 of the Agreement. Considering the administrative requirements
necessary to effect changes in the signatories for such accounts, Sellers agree
as follows: (1) to cooperate with Buyer and to execute all necessary
documentation to effect fully any changes desired by Buyer in the persons
authorized as signatories thereon or to act or deal in connection therewith; (2)
to cease, and to cause all other signatories (other than officers of or those in
the employ of Buyer, the Company or the Purchased Subsidiaries after the date
hereof ("Permitted Signatories")) to cease to sign, act or otherwise deal with
all such accounts or safe deposit boxes on and after the date hereof; and (3) to
indemnify and to hold harmless the Buyer and its Affiliates for any amounts
drawn by persons other than Permitted Signatories.
Article 9. U.S. Tax Group, Taxes for Period Ending May 30, 1997; Intercompany
Obligations for Taxes; Shareholder Obligation for Taxes; Calculation of Net
Financial Indebtedness
Upon consummation of the sale of CISA shares by the Sellers to the Buyer, the
tax year of the U.S. Tax Group (consisting of CHINC, Comasec, Inc., Survivair,
Inc., Interspiro Holdings, Inc. and Interspiro, Inc.) will end, requiring the
filing of a final U.S. tax return for the US Tax Group and payment of any taxes
owed (taking into account the final amount of tax due and any prior estimated
tax payments).
An amount of U.S. tax has been accrued on the books of each of the members of
the U.S. Tax Group, resulting in intercompany accounts payable and receivable
for taxes. Such amounts, if settled at the closing date in the manner of other
intercompany account payable and receivable, would have changed the amount of
cash at CHINC and would have increased the price to be paid by Buyer to the
Sellers. Upon payment of the taxes for the period ended May 30, 1997, CHINC
would have received reimbursement from the Sellers for such amount.
In lieu of the parties treating such accounts receivable and payable as cash,
increasing the purchase price and reimbursing the taxes payable, such accounts
receivable and payable shall not be treated as cash for purposes of the
calculation of Net Financing Indebtedness and the purchase price to be paid by
Buyer shall not be increased to reflect such amounts; provided, however, that
each of Comasec, Inc., Interspiro Holdings, Inc. and Interspiro, Inc. shall
remit to CHINC their share of the taxes payable by the U.S. Tax Group and the
Shareholders shall remit to CHINC the balance of any taxes payable by the U.S.
Tax Group, in each case not later than June 16, 1997, or, if later, two business
days following the calculation of the amount of taxes payable by the U.S. Tax
Group for the period January 1, 1997 to May 30, 1997.
Article 10. Miscellaneous
The signature of this First Amendment by the persons listed as "Sellers" below
who have not executed the Agreement shall be deemed as signature by them of the
Agreement as contemplated by Section 5.17 thereof.
Capitalized terms used herein without definition shall have the meaning given to
them by the corresponding definition in the Agreement.
Except as specifically amended hereby, the terms and conditions of the Agreement
shall continue in full force and effect and shall apply to this First Amendment,
which shall be deemed to be one of the Purchase Documents.
It is further provided that the above shall in no way limit or alter the
representations and warranties made by the Sellers in the Agreement and that the
Buyer shall be indemnified pursuant to Article VIII of the Agreement in case of
a breach of the said representations and warranties.
IN WITNESS WHEREOF, the parties hereto have executed this document on May 30,
1997, in two (2) original copies.
Buyer:
BACOU S.A.
/s/ Philippe Bacou
- ----------------------------
By Philippe Bacou
Chairman
Sellers:
FRADEN SC
/s/ Francis Berend /s/ Francis Berend
- ----------------------------- ---------------------------
Francis Berend by Francis Berend
Manager
FINANCIERE de VIGAN SC
/s/ Pierre-Alain Berend /s/ Pierre-Alain Berend
- ----------------------------- ---------------------------
Pierre-Alain Berend by Pierre-Alain Berend
HELP FINANCE SC
/s/ Philippe Berend /s/ Philippe Berend
- ----------------------------- ---------------------------
Philippe Berend by Philippe Berend
Manager
PACLAU SC
/s/ Claude-Pascal Berend /s/ Claude-Pascal Berend
- ----------------------------- ---------------------------
Claude-Pascal Berend Claude-Pascal Berend
Manager
/s/ Denyse Berend
- -----------------------------
Denyse Berend
EXHIBIT 2(d)
STOCK REDEMPTION AGREEMENT
This Agreement is entered into as of the 30th day of May, 1997 by and
between Comasec International S.A., a French societe anonyme ("CISA") and
Pro-Tech Respirators, Inc., a Connecticut corporation (the "Corporation").
W I T N E S S E T H :
WHEREAS, the Corporation is the surviving corporation pursuant to an
Agreement and Plan of Merger (the "Merger") between Comasec Holdings, Inc., a
Connecticut corporation ("CHINC"), and Pro-Tech Respirators, Inc., a Rhode
Island corporation ("Pro-Tech RI"); and
WHEREAS, CISA desires to sell all of its shares of capital stock to the
Corporation and the Corporation desires to redeem all of such shares of capital
stock on the terms and conditions hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties hereto, CISA and the
Corporation hereby agree as follows:
1. Effective immediately following the merger, the Corporation shall redeem
and CISA shall sell, free and clear of all liens and encumbrances, all of the
shares of capital stock of the Corporation then held by CISA, for a redemption
price (the "Redemption Price") equal to the sum of $27,350,000 plus the amount
of the adjustments set forth in Section 1 of that certain Agreement dated as of
April 14, 1997 by and between Bacou S.A. and Bacou USA, Inc. (as amended, the
"Assignment Agreement").
2. The Redemption Price shall be paid as follows:
(a) The assignment to CISA of that certain $10,000,000 promissory note
issued by Bacou S.A. to Pro-Tech RI, dated March 26, 1997; and
(b) The assignment to CISA of that certain $18,000,000 promissory note
issued by Bacou S.A. to Pro-Tech RI, dated March 27, 1997; and
(c) The balance by a promissory note issued by the Corporation to
CISA, in form substantially similar to the notes described above, in the
amount of the balance of the Redemption Price, i.e. the adjustments
referred to in paragraph one above.
3. Any withholding taxes should be paid by the Corporation. CISA will
cooperate with the Corporation in obtaining any refund of such withholding taxes
in the event they are over-paid.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
COMASEC INTERNATIONAL, INC.
By: /s/ Philippe Bacou
------------------------------
Name: Philippe Bacou
Title: Chairman
PRO-TECH RESPIRATORS, INC.
(a Connecticut corporation)
By:/s/ Walter Stepan
-------------------------------
Name: Walter Stepan
Title: Chairman
EXHIBIT 10(c)
ADJUSTMENT PROMISSORY NOTE
May 30, 1997
FOR VALUE RECEIVED, Pro-Tech Respirators, Inc., a Connecticut corporation
("Maker"), hereby unconditionally promises to pay to the order of Comasec
International, S.A., a French societe anonyme ("Holder"), in lawful money of the
United States of America and in immediately available funds, principal amount
equal to the sum of: (a) the "Redemption Price", as that term is defined in that
certain Stock Redemption Agreement of even date herewith by and between the
Maker and the Holder, minus (b) $28,000,000, which sum is herein referred to as
the "Debt". This Adjustment Promissory Note (as amended or otherwise modified,
this "Note") evidences the unpaid principal amount of the Debt together with all
accrued and unpaid interest, if any, thereon. The Debt shall be repaid on the
date and in the amount specified in this Note.
SECTION 1. THE DEBT.
(a) Maker shall repay the outstanding principal amount of the Debt in full
on the "Maturity Date", ie. the date on which the "Shareholders", as that term
is defined in that certain Stock Purchase Agreement entered into on April 14,
1997 (the "Agreement") between Bacou S.A. and Francis Berend, Pierre Alain
Berend, Philippe Berend and Pascal Berend and the other shareholders of the
Holder, and Bacou S. A. sign a certificate attesting to the payment of any
amounts determined to be due under Section 2.5 of the Agreement and of any
Intercompany Indebtedness owed by the Shareholders under Section 7.3 of the
Agreement, or the date on which Bacou S.A. receives a copy of the written
decision from Deloitte and Touche rendered pursuant to Section 2.4(d) of the
Agreement, or at any time prior thereto.
(b) The outstanding principal amount of the Debt shall bear interest until
irrevocably paid in full at a per annum rate equal at all times to the overnight
deposit rate available at the Paris branch of Banque Nationale de Paris.
(c) Accrued and unpaid interest shall be payable at the Maturity Date.
(d) The principal amount of this Note may be prepaid, in whole or in part,
at any time, without premium or penalty. Payments (including all prepayments)
received by Holder from Maker on this Note shall be applied first to the payment
of accrued and unpaid interest hereunder and only thereafter to the outstanding
principal balance of this Note.
SECTION 2. EVENTS OF DEFAULT; REMEDIES. If any of the following events shall
occur and be continuing (each such event, an "Event of Default"):
(i) Maker fails to repay the principal amount of the Debt when due and
such failure shall continue unremedied for five (5) days;
(ii) Maker fails to pay any interest hereunder when due and such
failure shall continue unremedied for five (5) days; or
(iii) Maker shall be adjudicated insolvent, or fails to pay, or admits
in writing its inability to pay its debts as they mature, or makes a
general assignment for the benefit of creditors; or Maker shall apply for
or consent to the appointment of any receiver, custodian, trustee or
similar officer for it or for all or any substantial part of its property,
or such receiver, custodian, trustee or similar officer shall be appointed
without the application or consent of Maker; or Maker shall institute (by
petition, application, answer, consent or otherwise), or take any action to
authorize the institution of, any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, dissolution, liquidation or similar
proceeding relating to Maker under the laws of any jurisdiction; or any
such proceeding shall be instituted (by petition, application or otherwise)
against Maker and such proceeding shall not be dismissed within sixty (60)
days after being instituted;
then, (y) upon the occurrence of any Event of Default described in clause (iii)
of this Section 2, the unpaid principal amount of, and accrued and unpaid
interest on, the Debt shall automatically become immediately due and payable,
together with all other amounts payable under this Note, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by Maker, and (z) upon the occurrence of any other Event of Default,
Holder may, at its option, by written notice to Maker declare the entire unpaid
principal amount of the Debt, all interest accrued and unpaid thereon and all
other amounts payable under this Note to be forthwith due and payable, whereupon
all such amounts shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by Maker.
SECTION 3. MISCELLANEOUS
(A) REMEDIES ON DEFAULT. In the event that one or more Events of Default
shall occur and be continuing, Holder may proceed to protect and enforce its
rights by an action at law, suit in equity or other appropriate proceeding or by
pursuing any other power, privilege or remedy available under applicable law. No
course of dealing or delay on the part of Holder in exercising any such right,
power, privilege or remedy shall operate as a waiver thereof or otherwise
prejudice any right, power, privilege or remedy of Holder and no single or
partial exercise by Holder of any such right, power, privilege or remedy shall
preclude any further exercise thereof. The rights, powers, privileges and
remedies afforded to Holder under this Note are cumulative and shall not
preclude the assertion of any other rights, powers, privileges or remedies now
or hereafter available to Holder under this Note, at law, in equity or
otherwise.
(B) WAIVERS, ETC. No modification or waiver of any provision of this Note
nor consent to any departure by Maker therefrom shall in any event be effective
unless the same shall be in writing and executed by Holder, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given. No notice to or demand on Maker in any case shall
entitle Maker to any other or further notice or demand in similar or other
circumstances.
(C) REIMBURSEMENT OF EXPENSES. Maker agrees to reimburse Holder for its and
its agents' and representatives' reasonable out-of-pocket expenses in connection
with the enforcement and collection of this Note. If this Note is placed in the
hands of an attorney for collection, or collected through bankruptcy or other
proceedings, or if suit is brought on this Note, Maker agrees to pay reasonable
attorneys' fees, costs and expenses in addition to all other amounts owing
hereunder.
(D) DUE AUTHORIZATION. This Note has been duly authorized, executed and
delivered by Maker and constitutes the legal, valid and binding obligation of
Maker enforceable against Maker in accordance with the terms and provisions
hereof subject to general equity principles and to applicable bankruptcy,
fraudulent transfer, insolvency, reorganization, moratorium and other similar
laws from time to time in effect affecting the enforcement of creditors' rights
generally (regardless of whether such enforcement is considered in a proceeding
in equity or at law).
(E) SUCCESSORS AND ASSIGNS. This Note shall be binding upon, and inure to
the benefit of, Maker and Holder and their respective successors and
assigns.
(F) SEVERABILITY. Should any provision of this Note be judicially declared
to be invalid, unenforceable or void, such decision will not have the effect of
invalidating or voiding the remainder of this Note, and the parties hereto agree
that the provision of this Note so held to be invalid, unenforceable or void
will be deemed to have been stricken herefrom and the remainder will have the
same force and effectiveness as if such provision had never been included
herein.
(G) DESCRIPTIVE HEADINGS. Section headings appearing in this Note have been
inserted for convenience of reference only and shall be given no substantive
meaning or significance whatsoever in construing the terms and provisions of
this Note.
(H) GOVERNING LAW. THIS NOTE SHALL BE INTERPRETED AND GOVERNED BY, AND THE
RIGHTS, OBLIGATIONS AND LIABILITIES OF MAKER AND THE HOLDER HEREOF SHALL BE
DETERMINED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS
PROVISIONS) AND JUDICIAL DECISIONS OF THE STATE OF RHODE ISLAND AND APPLICABLE
FEDERAL LAW.
IN WITNESS WHEREOF, Maker has caused this Note to be duly executed and
delivered as of the day and year set forth above.
PRO-TECH RESPIRATORS, INC.
By: /s/ Walter Stepan
------------------------------------
Name: Walter Stepan
Title: Chairman
