Midnight Acquisition Holdings Inc – ‘SC 13D/A’ on 8/10/99 re: Asahi America Inc – EX-99

On:  Tuesday, 8/10/99   ·   Accession #:  893838-99-200   ·   File #:  5-48957

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No. 1                          11     43K 
 2: EX-99       Exhibit (A)                                           16     54K 

EX-99   —   Exhibit (A)
Exhibit Table of Contents

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Exhibit (a) 

              THIS STOCKHOLDER AGREEMENT (this "Agreement"), dated as of
August 9, 1999, is among Midnight Acquisition Holdings, Inc., a Delaware        
corporation ("Parent"), and Leslie B. Lewis, as trustee (the "Trustee") of the  
voting trust (the "Voting Trust") created under that certain Voting Trust       
Agreement dated as of January 11, 1993 (the "Voting Trust Agreement") and       
individually (the "Stockholder").                                               

RECITALS

             WHEREAS, Parent, through a subsidiary ("Sub"), intends to
enter into a business combination (the "Merger") with Asahi/America, Inc. (the  
"Company") pursuant to an Agreement and Plan of Merger (the "Merger Agreement") 
dated as of August 9, 1999; and                                                 

                WHEREAS, the Stockholder and the Trustee have agreed to vote
all shares of Common Stock of the Company beneficially owned by them in favor of
the Merger and Parent, the Trustee and the Stockholder desire to memorialize    
certain other agreements, all as set forth herein.                              

             NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained and for other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the    
parties hereto, intending to be legally bound, hereby agree as follows:         

 AGREEMENT

             1.  Certain Definitions.  For purposes of this Agreement:

              "Acquisition Proposal" shall mean any inquiry, proposal or
offer from any Person relating to any direct or indirect acquisition or purchase
of 15% or more of any class of equity securities of the Company or any of its   
subsidiaries, any tender offer or exchange offer that if consummated would      
result in any Person beneficially owning 15% or more of any class of equity     
securities of the Company or any of its subsidiaries, any merger, consolidation,
business combination, sale of substantially all the assets, recapitalization,   
liquidation, dissolution or similar transaction involving the Company or any of 
its subsidiaries, other than the transactions contemplated by the Merger        
Agreement, or any other transaction the consummation of which could reasonably  
be expected to impede, interfere with, prevent or materially delay the Merger or
which would reasonably be expected to dilute materially the benefits to Parent  
of the transactions contemplated hereby.                                        

                "Beneficially Own" or "Beneficial Ownership" with respect to
any securities shall mean having "beneficial ownership" of such securities (as  
determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as 
amended (the "Exchange Act")),                                                  

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including pursuant to any agreement, arrangement or understanding, whether or   
not in writing. Without duplicative counting of the same securities by the same 
holder, securities Beneficially Owned by a Person shall include securities      
Beneficially Owned by all other Persons with whom such Person would constitute a
"group" within the meaning of Section 13(d) of the Exchange Act.                

              "Closing Date" shall mean the date set forth in the Merger
Agreement as the closing date for the Merger.                                   

                  "Common Stock" shall mean at any time the Common Stock, no par
value, of the Company.                                                        

           "Existing Shares" shall mean the shares of Common Stock
Beneficially Owned by the Stockholder or the Trustee on the date hereof.        

              "Permitted Transfer" means a sale, transfer, assignment or
other disposition to a Permitted Transferee.                                    

                 "Permitted Transferee" means any person who is (A) the spouse
or former spouse of, or any lineal descendent of, or any spouse of such lineal  
descendant of, or the grandparent, parent, brother or sister of, or spouse of   
such brother or sister of, either of the Stockholder or of a Permitted          
Transferee; (B) upon the death of the Stockholder or any Permitted Transferee of
the Stockholder, the executors of the estate of the Stockholder or such         
Permitted Transferee, and any of the Stockholder's or such Permitted            
Transferee's heirs, testamentary trustees, devisees, or legatees; (C) any trust 
for the benefit of the Stockholder or one or more Permitted Transferees; (D)    
upon the disability of either of the Stockholder or any Permitted Transferee,   
any guardian or conservator of the Stockholder or such Permitted Transferee;    
provided, however, that in each case such transferee assumes and agrees to      
perform and becomes a party to this Agreement, agrees not to make an Acquisition
Proposal, and agrees not to dissent in the Merger, all on terms reasonably      
acceptable to Parent. For purposes of this Agreement, when a Permitted          
Transferee has acquired Shares in accordance herewith, such person shall be     
deemed a "Stockholder" hereunder.                                               

           "Person" shall mean an individual, corporation, limited
liability company, partnership, joint venture, association, trust,              
unincorporated organization or other entity.                                    

            "Shares" shall mean the Existing Shares and any right to
acquire shares of Common Stock owned on the date hereof and any shares of Common
Stock or rights to acquire shares of Common Stock acquired by the Stockholder or
the Trustee in any capacity after the date hereof and prior to the termination  
of this Agreement. "Shares" shall include (i) shares of Common Stock acquired   
upon the exercise of options, warrants or other rights to acquire shares; (ii)  
shares of Common Stock acquired upon the conversion or exchange of              

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convertible or exchangeable securities; (iii) shares of Common Stock acquired by
means of purchase, dividend, distribution, gift, bequest, inheritance or as a   
successor in interest in any capacity or otherwise; and (iv) rights to acquire  
shares of Common Stock, vested or not, presently exercisable or not, including, 
but not limited to, options and warrants. In the event of a stock dividend or   
distribution, or any change in the Common Stock by reason of any stock dividend,
split-up, recapitalization, reclassification, combination, exchange of shares or
the like, the term "Shares" shall be deemed to refer to and include the Shares  
as well as all such stock dividends and distributions and any shares into which 
or for which any or all of the Shares may be changed, reclassified or exchanged 
and appropriate adjustments shall be made to the terms and provisions of this   
Agreement. "Shares" shall also include voting trust certificates issued in      
respect of any Shares.                                                          

2.       Voting Agreement.                  

                         (a) The Stockholder and the Trustee, subject to the
    terms of this Agreement, hereby irrevocably grant to, and appoint,
         Parent and any other Person designated by Parent from time to time, the
       Stockholder's and the Trustee's proxy and attorney-in-fact (with full
     power of substitution), for and in the name, place and stead of the
     Stockholder, to vote the Stockholder's and the Trustee's Shares, or
       grant a consent or approval in respect of such Shares, at any meeting
        of stockholders of the Company or at any adjournment thereof or in any
         other circumstances upon which their vote, consent or other approval is
      sought, (i) in favor of (A) the Merger, (B) the Merger Agreement and
       (C) the transactions contemplated by the Merger Agreement, including,
  but not limited to, the sale of any subsidiary of the Company in
         accordance therewith and the amendments to the Articles of Organization
of the Company contemplated thereby and (ii) against (A) any  
         extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company or any of its
        subsidiaries (except as contemplated by the Merger Agreement); (B) any
       sale, lease or transfer by the Company of a material amount of assets
   (including stock) of the Company or any of its subsidiaries, or a
    reorganization, restructuring, recapitalization, special dividend,
      dissolution or liquidation of the Company or any of its subsidiaries
         (except as contemplated by the Merger Agreement); and (C)(1) any change
       in a majority of the persons who constitute the board of directors of
       the Company or any of its subsidiaries; (2) any change in the present
        capitalization of the Company or any of its subsidiaries including any
         proposal to issue an equity interest (or rights thereto) in the Company
  or any of its subsidiaries (except as contemplated by the Merger
Agreement); (3) any amendment of the Company or any of its    
        subsidiaries' charters or by-laws; (4) any other change in the Company
        or any of its subsidiaries' corporate structure or business (except as
        contemplated in the Merger Agreement); and (5) any other action which,
        in the case of each of the matters referred to in clauses (C)(1), (2),
      (3) or (4), is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, or                           

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       adversely affect the Merger and the transactions contemplated by this
Agreement and the Merger Agreement.                           

                        (b) The Stockholder and the Trustee represent that
     any proxies previously given in respect of the Stockholder's or the
     Trustee's Shares are not irrevocable, and that any such proxies are
hereby revoked.                                               

                       (c) The Stockholder and the Trustee hereby affirm
    that the irrevocable proxy set forth in this Section 2 is given to
         secure the performance of the duties of the Stockholder and the Trustee
      under this Agreement. The Stockholder and the Trustee hereby further
        affirm that such irrevocable proxy is coupled with an interest and may
  under no circumstances be revoked, except in connection with the
 termination of this Agreement pursuant to Section 7 hereof. The
     Stockholder and the Trustee hereby ratify and confirm all that such
         irrevocable proxy may lawfully do or cause to be done by virtue hereof.
      Such irrevocable proxy is executed and intended to be irrevocable in
     accordance with the provisions of Section 41 of Chapter 156B of the
Massachusetts General Laws.                                   

                    (d) The Stockholder and the Trustee agree that
      neither of them shall enter into any agreement or understanding with
        any Person the effect of which would be inconsistent with or violative
      of the provisions and agreements contained herein, including in this
     Section 2. Further, the Stockholder and the Trustee agree that they
    will, if the Board of Directors of the Company fails or refuses to
  submit the Merger to the Company stockholders or if the Board of
         Directors withdraws its approval of the Merger, vote all Shares held of
        record or Beneficially Owned by them to (i) call or cause to be called
       a special meeting of stockholders of the Company (or effect a written
       consent) to remove the directors of the Company who have so failed or
       refused or voted in favor of such withdrawal, or to increase the size
     of the Board of Directors and elect a majority of new directors who
         will submit the Merger to the stockholders of the Company for a vote or
        reinstate such approval, and (ii) use their reasonable efforts to vote
     such Shares to effect such removal and replacement, or increase and
       election, and the submission of the Merger to the stockholders of the
      Company; and (iii), at any time if so requested by Parent, vote such
    Shares to approve all or any actions incident to the Merger or the
    other matters referred to in this Section 2 by stockholder written
consent.                                                      

           3.  Other Covenants of the Stockholder and the Trustee.

                      (a) Restriction on Transfer; Proxies and Non-interference.
  From the date hereof through the Closing Date or the earlier
     termination of this Agreement in accordance with its terms, and
          except for (i) Permitted Transfers as expressly permitted herein and
        (ii) enforcement of the pledge pursuant to the Consumer Pledge and
           Security Agreement dated April 16, 1998, as amended to date, in favor
     of Boston Private Bank & Trust Company, the Stockholder and the
Trustee agree that they shall not directly or indirectly: 

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                                   (i) offer for sale, sell, transfer, tender,
              pledge, encumber, assign or otherwise dispose of, or enter
     into any contract, option or other arrangement or
              understanding with respect to, or consent to the offer for
                 sale, sale, transfer, tender, pledge, encumbrance, assignment
                  or other disposition of (collectively, "transfer"), and shall,
               to the extent permitted by law, take all steps necessary to
            prevent the transfer of, any or all of the Shares or any
               interest therein except in connection with the transactions
                contemplated by the Merger Agreement except for the transfer
              of certain voting trust certificates held by persons other
  than the Stockholder and his immediate family;

                                    (ii) grant any proxies or powers of attorney
                with respect to the Shares, deposit the Shares into a voting
          trust or enter into a voting agreement, arrangement or
                understanding with respect to the Shares (except pursuant to
the Voting Trust Agreement); or             

                                 (iii) take any action (A) that would make
            any representation or warranty of the Stockholder or the
                Trustee contained herein untrue or incorrect or would result
          in a breach by the Stockholder or the Trustee of their
            obligations under this Agreement or (B) to terminate the
Voting Trust.                               

                    (b) No Solicitation. Subject to Section 3(f), from
       the date hereof until the Closing Date, or the earlier termination of
         this Agreement in accordance with Section 7 hereof, the Stockholder and
    the Trustee agree that they shall not, and shall not permit any of
    their respective representatives, agents or affiliates (including,
   without limitation, any investment banker, attorney or accountant
         retained by the Stockholder or the Trustee), directly or indirectly, to
enter into, solicit, initiate or continue any discussions or  
negotiations with, or provide any information to, or otherwise
         cooperate in any other way with, any Person or group, other than Parent
        and its affiliates, concerning any offer or proposal which constitutes
 or is reasonably likely to lead to an Acquisition Proposal. The
     Stockholder and the Trustee agree that they will immediately notify
     Parent orally and in writing if any discussions or negotiations are
 sought to be initiated, any inquiry or proposal is made, or any
      information is requested with respect to any Acquisition Proposal or
     which could lead to an Acquisition Proposal, and immediately notify
        Parent of all material terms of any proposal which they may receive in
         respect of any such Acquisition Proposal, including the identity of the
    prospective purchaser or soliciting party if known, and thereafter
  shall inform Parent on a timely, ongoing basis of the status and
     content of any discussions or negotiations with such a third party,
       including immediately reporting any material changes to the terms and
conditions thereof.                                           

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                   (c) Reliance. The Stockholder and the Trustee
understand and acknowledge that Parent entered into the Merger
 Agreement in reliance upon their execution and delivery of this
Agreement.                                                    

                   (d) Further Assurances. From time to time, at
         Parent's request and without further consideration, the Stockholder and
       the Trustee agree that they shall execute and deliver such additional
         documents and take all such further reasonable and lawful action as may
         be necessary or desirable to consummate and make effective, in the most
 expeditious manner practicable, the purposes of this Agreement.

                        (e) Stockholder Termination Fee. In the event that
        any Acquisition Proposal is consummated, then Stockholder shall pay to
        Parent as soon as practicable, but in no event later than two business
    days after receipt of the consideration paid to the Stockholder in
       connection with such Acquisition Proposal an amount (the "Stockholder
    Termination Fee") equal to the product of (x) the number of Shares
       Beneficially Owned by the Stockholder (for himself or for the benefit
         of another Person), multiplied by (y) the excess of the per share value
        of consideration paid or payable in consequence of consummation of the
    Acquisition Proposal (with the value of any non-cash consideration
         being determined by agreement of Parent and the Stockholder or, failing
such agreement within 10 business days of consummation of such
        Acquisition Proposal, as provided below) over the Merger Consideration
         (as defined in the Merger Agreement). In the case of options on Shares,
        to the extent the same are canceled for a payment in cash (the "Option
      Payment"), the amount due hereunder shall be the amount by which the
Option Payment exceeds the product of (a) the number of Shares
         underlying such options and (b) the Merger Consideration (as defined in
    the Merger Agreement). In the event that the consideration paid or
         payable in consequence of consummation of the Acquisition Proposal: (i)
        consists solely of cash, then the Stockholder Termination Fee shall be
     payable solely in cash, or (ii) consists of cash and other non-cash
         property, or solely non-cash property, then the Stockholder Termination
     Fee shall be payable in cash and such non-cash property in the same
    proportion as the cash bears to the value of the non-cash property
      issued or issuable in consequence of consummation of the Acquisition
Proposal (as such value is determined herein).                

                        If Parent and the Stockholder, as the case may be,
     fail to agree promptly on the value of such non-cash consideration,
       then the parties shall appoint an independent investment banking firm
reasonably acceptable to Parent and the Stockholder to act as 
      arbitrator (the "Arbitrator"). Upon the selection of the Arbitrator,
      Parent on the one hand and the Stockholder, on the other hand, shall
        deliver to the Arbitrator and to each other their last and final offer
        concurrently in writing (the "Certified Offers"). The Certified Offers
 shall list one amount which the submitting party asserts is the
     appropriate valuation of such non-cash consideration as of the date

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       of submittal. The Arbitrator's sole role shall be to select which one
         of the two Certified Offers most closely approximates the valuation the
   Arbitrator would have determined for such non-cash consideration,
      taking into account current market valuations of any publicly traded
         securities which constitute such non-cash consideration. The Arbitrator
      shall notify the parties of such determination. The determination of
        the Arbitrator shall be binding on the parties. All costs and expenses
       of the Arbitrator shall be borne by the parties whose Certified Offer
is not selected.                                              

                      The Stockholder acknowledges that the agreements
         contained in this Section 3(e) are an integral part of the transactions
    contemplated by this Agreement and the Merger. Accordingly, if the
       Stockholder shall fail to pay when due any amounts which shall become
         due under Section 3(e) hereof, the Stockholder shall in addition hereto
        pay to Parent all costs and expenses (including fees and disbursements
        of counsel) incurred in collecting such overdue amounts, together with
 interest on such overdue amounts from the date such payment was
       required to be made until the date such payment is received at a rate
     per annum equal to the Prime Rate as announced from time to time by
      Citibank, N.A. as its "prime rate," "reference rate," "base rate" or
      other similar rate. Any payment required to be made pursuant to this
     Section 3(e) shall be made when due by wire transfer of immediately
available funds to an account designated by Parent.           

                         The parties agree and acknowledge that in the event
         that any Acquisition Proposal is consummated, it would be impracticable
   and extremely difficult to ascertain with certainty the amount of
     damages to Parent. Therefore, the parties agree that payment of the
 Stockholder Termination Fee pursuant to this Section 3(e) shall
   represent full liquidated damages hereunder in the event that any
      Acquisition Proposal is consummated. The parties agree that no party
    shall be liable for special, indirect, incidental or consequential
damages of any nature arising from this Agreement.            

                        (f) Fiduciary Duty of Directors. Parent agrees and
         acknowledges that the Stockholder is a director of the Company, and, in
     such capacity, has fiduciary duties to the stockholders of Company.
         Nothing in this Agreement (including, without limitation, Section 3(b))
       shall be deemed to limit or affect the obligation of the Stockholder,
    as a director of the Company, to take any and all action as may be
        necessary in the exercise of his fiduciary duty to the stockholders of
the Company.                                                  

                4. Representations and Warranties of the Stockholder and the
         Trustee. The Stockholder and the Trustee, jointly and severally, hereby
represent and warrant to Parent as follows:                   

                      (a) Ownership of Shares. The Stockholder and the
       Trustee are the record and/or Beneficial Owner of the Existing Shares
set forth besides their names on                              

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        Exhibit A hereto. On the date hereof, the Existing Shares as set forth
on Exhibit A constitute all of the Shares owned of record or  
      Beneficially Owned by the Stockholder and the Trustee, respectively.
With respect to the number of shares set forth opposite the   
        Stockholder's and the Trustee's name on Exhibit A hereto, and with the
      exceptions noted thereon, if any, the Stockholder or the Trustee has
        sole voting power and sole power to issue instructions with respect to
    the matters set forth in Sections 2 and 3 hereof and sole power to
       agree to all of the matters set forth in this Agreement, in each case
 with respect to all of the Existing Shares with no limitations,
      qualifications or restrictions on such rights, subject to applicable
         securities laws and the terms of this Agreement, and in the case of the
        Stockholder, sole power of disposition, sole power of conversion, sole
      power to demand appraisal rights with respect to all of the Existing
    Shares with no limitations, qualifications or restrictions on such
     rights, subject to applicable securities laws and the terms of this
    Agreement. The Initial Beneficiary (as defined in the Voting Trust
     Agreement) no longer has the power to direct voting of Shares or to
terminate the Voting Trust.                                   

                    (b) Due Authorization. The Stockholder and the
         Trustee have all requisite capacity, power and authority to execute and
 deliver this Agreement and perform their respective obligations
  hereunder. This Agreement has been duly and validly executed and
      delivered by the Stockholder and the Trustee and constitutes a valid
   and binding agreement enforceable against the Stockholder and the
    Trustee in accordance with its terms except to the extent (i) such
    enforcement may be limited by applicable bankruptcy, insolvency or
         similar laws affecting creditors rights and (ii) the remedy of specific
       performance and injunctive and other forms of equitable relief may be
         subject to equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.                 

                           (c) No Conflicts. Except for filings, authorizations,
 consents and approvals contemplated by the Merger Agreement and
        necessary for the consummation of the transactions contemplated hereby
        and thereby, (i) no filing with, and no permit, authorization, consent
  or approval of, any state or federal public body or authority is
         necessary for the execution of this Agreement by the Stockholder or the
        Trustee and the consummation by the Stockholder and the Trustee of the
     transactions contemplated hereby and (ii) none of the execution and
   delivery of this Agreement by the Stockholder or the Trustee, the
    consummation by the Stockholder or the Trustee of the transactions
     contemplated hereby or compliance by the Stockholder or the Trustee
      with any of the provisions hereof shall (A) result in a violation or
      breach of, or constitute (with or without notice or lapse of time or
        both) a default (or give rise to any third party right of termination,
       cancellation, material modification or acceleration) under any of the
    terms, conditions or provisions of any note, loan agreement, bond,
  mortgage, indenture, license, contract, commitment, arrangement,
        understanding, agreement or other instrument or obligation of any kind
to which the Stockholder or                                   

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        the Trustee is a party or by which the Stockholder, the Trustee or any
       of their respective properties or assets may be bound, or (B) violate
 any order, writ, injunction, decree, judgment, statute, rule or
       regulation applicable to the Stockholder, the Trustee or any of their
respective properties or assets.                              

                           (d) No Encumbrances. Except as set forth on Exhibit A
   or as otherwise permitted herein, the Shares and the certificates
    representing such Shares are now, and at all times during the term
  hereof, will be, held by the Stockholder or the Trustee, or by a
       nominee, custodian or trust for the benefit of the Stockholder or the
   Trustee, as the case may be, free and clear of all liens, claims,
         security interests, proxies, voting trusts (except for the Voting Trust
       Agreement) or agreements, understandings or arrangements or any other
 encumbrances whatsoever, except for any such arising hereunder.

                      (e) Finder's Fees. No broker, investment banker,
financial advisor or other Person is entitled to any broker's,
     finder's, financial adviser's or other similar fee or commission in
 connection with the transactions contemplated hereby based upon
      arrangements made by or on behalf of the Stockholder or the Trustee.

                  5. Representations and Warranties of Parent. Parent represents
and warrants to the Stockholder and the Trustee as follows:                     

                    (a) Organization. Parent is a corporation duly
        organized, validly existing and in good standing under the laws of its
        state of incorporation, and has all requisite corporate power or other
       power and authority to execute and deliver this Agreement and perform
         its obligations hereunder. The execution and delivery by Parent of this
      Agreement and the performance by Parent of its obligations hereunder
      have been duly and validly authorized by its Board of Directors and,
    except as contemplated in the Merger Agreement, no other corporate
  proceedings on the part of Parent are necessary to authorize the
execution, delivery or performance of this Agreement or the   
consummation of the transactions contemplated hereby.         

                     (b) Agreement. This Agreement has been duly and
      validly executed and delivered by Parent and constitutes a valid and
      binding agreement of Parent enforceable against Parent in accordance
    with its terms, except that (i) such enforcement may be subject to
  applicable bankruptcy, insolvency, or other similar laws, now or
      hereafter in effect, affecting creditors' rights generally, and (ii)
      the remedy of specific performance and injunctive and other forms of
  equitable relief may be subject to equitable defenses and to the
      discretion of the court before which any proceedings therefor may be
brought.                                                      

                           (c) No Conflicts. Except for filings, authorizations,
  consents, and approvals contemplated by the Merger Agreement and
necessary for the                                             

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       consummation of the transactions contemplated hereby and thereby, (i)
       no filing with, and no permit, authorization, consent or approval of,
    any state or federal public body or authority is necessary for the
         execution of this Agreement by Parent and the consummation by Parent of
      the transactions contemplated hereby, and (ii) none of the execution
         and delivery of this Agreement by Parent, the consummation by Parent of
         the transaction contemplated hereby or compliance by Parent with any of
       the provisions hereof shall (A) conflict with or result in any breach
         of the charter or bylaws of Parent, (B) result in a violation or breach
       of, or constitute (with or without notice or lapse of time or both) a
default (or give rise to any third-party right of termination,
        cancellation, material modifications or acceleration) under any of the
    terms, conditions or provisions of any note, loan agreement, bond,
  mortgage, indenture, license, contract, commitment, arrangement,
        understanding, agreement or other instrument or obligation of any kind
    to which Parent is a party or by which Parent of its properties or
  assets may be bound, or (C) violate any order, writ, injunction,
       decree, judgment, statute, rule or regulation applicable to Parent or
its respective properties or assets.                          

6.       Legend.                            

                         (a) The Stockholder and the Trustee agree with, and
    covenant to, Parent that the Stockholder and the Trustee shall not
  request that the Company register the transfer (by book-entry or
       otherwise) of any certificate or uncertificated interest representing
    any of the Shares, unless such transfer is in compliance with this
Agreement.                                                    

                         (b) The Stockholder and the Trustee agree that they
shall promptly after the date hereof surrender to Parent all  
     certificates representing the Shares held by the Stockholder or the
Trustee, and Parent shall place the following legend on such  
       certificates, which legend, except as otherwise expressly provided in
         this Agreement, shall remain on such certificates until the termination
of this Agreement:                                            

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN 
      AGREEMENT, DATED AS OF AUGUST 9, 1999 AMONG CERTAIN STOCKHOLDERS AND
MIDNIGHT ACQUISITION HOLDINGS, INC.  THE SHARES ARE SUBJECT TO
    RESTRICTIONS ON TRANSFER OR ENCUMBRANCE AND VOTING.  A COPY OF THE
 AGREEMENT IS AVAILABLE AT THE PRINCIPAL OFFICE OF THE COMPANY."

           7. Termination. This Agreement shall terminate upon the
earlier to occur of (i) the Closing Date, (ii) March 31, 2000 or (iii) the date 
the Merger Agreement is terminated if the Merger Agreement is terminated        
pursuant to Section 8.01(a) or (c) of the Merger Agreement; provided, however,  
                                                         --------  -------
that if the Merger Agreement is terminated pursuant to Section 8.01(c) of the   
Merger Agreement, such order, decree, ruling or                                 

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other action shall not have resulted from any action taken by the Stockholder.  
The parties hereto agree that the provisions of Section 3(e) (but only to the   
extent an Acquisition Proposal is made, proposed, communicated, disclosed or    
consummated prior to termination hereunder) and Section 8 shall survive any     
termination of this Agreement, and no such termination shall relieve any party  
of liability for a breach hereof prior to termination.                          

            8. Confidentiality and Public Announcements. The parties
recognize that successful consummation of the transactions contemplated by this 
Agreement may be dependent upon confidentiality with respect to the matters     
referred to herein. In this connection, pending public disclosure thereof, each 
of the parties hereto severally and not jointly agrees not to disclose or       
discuss such matters with anyone not a party to this Agreement (other than its  
counsel, advisors, corporate parents and affiliates) without the prior written  
consent of the other parties hereto, except for filings required pursuant to the
Exchange Act and the rules and regulations thereunder or disclosures its counsel
advises are necessary in order to fulfill its obligations imposed by law or the 
requirements of any securities exchange. At all times during the term of this   
Agreement, the parties hereto will consult with each other before issuing or    
making any reports, statements or releases to the public with respect to this   
Agreement or the transactions contemplated hereby and will use good faith       
efforts to agree on the text of public reports, statements or releases.         

9.       General Provisions.                

                   (a) Expenses. Whether or not the transactions
         contemplated hereby are consummated, all costs and expenses incurred in
         connection with this Agreement and the transactions contemplated hereby
         shall be paid by the party incurring such expenses, except as otherwise
specifically noted herein or in the Merger Agreement.         

                           (b) Notices. All notices, requests, demands and other
        communications which are required or may be given under this Agreement
      shall be in writing and shall be deemed to have been duly given when
      received if personally delivered; when transmitted if transmitted by
       telecopy, electronic or digital transmission method; the day after it
 is sent, if sent for next day delivery to a domestic address by
         recognized overnight delivery service (e.g., Federal Express); and upon
  receipt, if sent by certified or registered mail, return receipt
requested. In each case notice shall be sent to:              

                 (i)     if to Parent, to:

                       Midnight Acquisition Holdings, Inc.
                                 c/o Asahi Organic Chemicals Industry Co., Ltd
          15-9 Uchikanda 2-chome
                Chiyoda-ku, Tokyo   101-0047

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Japan       
            Telephone:  03-3256-2451
            Telecopy:   03-3254-3473

   with copies to:

          Chadbourne & Parke LLP
        30 Rockefeller Plaza
       New York, NY  10112
                  Attention: David M. Wilf, Esq.
             Telephone: (212) 408-5100
             Telecopy:  (212) 541-5369

                                  (ii) if to the Stockholder or the Trustee,
to the respective addresses set forth on Exhibit A.           

                          (c) Interpretation. When a reference is made in this
     Agreement to Sections, such reference shall be to a Section of this
  Agreement unless otherwise indicated. Headings contained in this
       Agreement are for reference purposes only and shall not affect in any
        way the meaning or interpretation of this Agreement. Whenever the word
       "include," "includes" or "including" are used in this Agreement, they
        shall be deemed to be followed by the words "without limitation". This
        Agreement shall not be construed for or against either party by reason
       of the authorship or alleged authorship of any provision hereof or by
      reason of the status of the respective parties. All terms defined in
         this Agreement in the singular shall have comparable meanings when used
in the plural, and vice versa, unless otherwise specified.    

                         (d) Entire Agreement; No Third-Party Beneficiaries.
    This Agreement constitutes the entire agreement and supersedes all
       prior agreements and understandings, both written and oral, among the
       parties with respect to the subject matter hereof and is not intended
       to confer upon any Person other than the parties hereto any rights or
remedies hereunder.                                           

                       (e) Assignment. Transfers, neither this Agreement
    nor any of the rights, interests or obligations hereunder shall be
        assigned (whether by operation of law or otherwise) by the Stockholder
        or the Trustee without the consent of Parent. Subject to the preceding
        sentence, this Agreement will be binding upon, inure to the benefit of
       and be enforceable by the parties and their respective successors and
assigns.                                                      

                 (f) Governing Law.  This Agreement shall be
    construed, interpreted and the rights of the parties determined in
accordance with the laws of                                   

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       the Commonwealth of Massachusetts (without reference to the choice of
       law provisions), except with respect to matters of law concerning the
        internal corporate affairs of any corporate entity which is a party to
      or the subject of this Agreement, and as to those matters the law of
       the jurisdiction under which the respective entity derives its powers
shall govern.                                                 

                          (g) Severability. Each party agrees that, should any
         court or other competent authority hold any provision of this Agreement
         or part hereof to be null, void or unenforceable, or order any party to
take any action inconsistent herewith or not to take an action
    consistent herewith or required hereby, the validity, legality and
         enforceability of the remaining provisions and obligations contained or
        set forth herein shall not in any way be affected or impaired thereby.
     Upon any such holding that any provision of this Agreement is null,
    void or unenforceable, the parties will negotiate in good faith to
  modify this Agreement so as to effect the original intent of the
        parties as closely as possible in an acceptable manner to the end that
        the transactions contemplated by this Agreement are consummated to the
         extent possible. Except as otherwise contemplated by this Agreement, to
        the extent that a party hereto took an action inconsistent herewith or
       failed to take action consistent herewith or required hereby pursuant
       to an order or judgment of a court or other competent authority, such
        party shall incur no liability or obligation unless such party did not
         in good faith seek to resist or object to the imposition or entering of
such order or judgment.                                       

                          (h) Injunctive Relief. Subject to the last paragraph
        of Section 3(e), the parties acknowledge that it will be impossible to
         measure in money the damages that would be suffered if the parties fail
       to comply with any of the obligations herein imposed on them and that
         in the event of any such failure, an aggrieved Person or entity will be
      irreparably damaged and will not have an adequate remedy at law. Any
   such Person or entity shall, therefore, be entitled to injunctive
      relief, including specific performance, to enforce such obligations,
     and if any action should be brought in equity to enforce any of the
   provisions of this Agreement, none of the parties shall raise the
defense that there is an adequate remedy at law.              

                         (i) Attorneys' Fees. If any party to this Agreement
  brings an action to enforce its rights under this Agreement, the
       prevailing party shall be entitled to recover its costs and expenses,
      including without limitation reasonable attorneys' fees, incurred in
   connection with such action, including any appeal of such action.

                         (j) Cumulative Remedies. All rights and remedies of
     either party hereto are cumulative of each other and of every other
        right or remedy such party may otherwise have at law or in equity, and
the exercise of one or more                                   

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    rights or remedies shall not prejudice or impair the concurrent or
subsequent exercise of other rights or remedies.              

                         (k) Counterparts. This Agreement may be executed in
        two or more counterparts, all of which shall be considered one and the
        same instrument and shall become effective when executed and delivered
by each of the parties.                                       

                          (l) Amendments, Waivers, Etc. This Agreement may not
    be amended, changed, supplemented, waived or otherwise modified or
 terminated, except upon the execution and delivery of a written
agreement executed by the parties hereto.                     

                    (m) Binding Agreement. The Stockholder and the
       Trustee agree that this Agreement and the obligations hereunder shall
        attach to the Shares and shall be binding upon any Person or entity to
        which legal or Beneficial Ownership of such shares shall pass, whether
      by operation of law or otherwise, including, without limitation, the
Stockholder's heirs, distributees, guardians, administrators, 
      executors, legal representatives, or successors or other transferees
(for value or otherwise) and any other successors in interest.
    Notwithstanding any transfer of Shares the transferor shall remain
       liable for the performance of all obligations under this Agreement of
the transferor.                                               

                          (n) Capacity. For purposes of this Agreement and the
representations, covenants and promises contained herein, the 
        Stockholder is acting solely in his capacity as stockholder (of record
or beneficial) of, and not as a director, officer, employee,  
         representative or agent of, the Company and as trustee under the Voting
Trust Agreement.                                              

                          (o) Consent and Jurisdiction. Each party irrevocably
        and unconditionally agrees and consents that any suit, action or other
       legal proceeding arising out of or related to this Agreement shall be
       brought and heard in the Commonwealth of Massachusetts and each party
        irrevocably consents to personal jurisdiction in any and all tribunals
in said State.                                                

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                IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.                                             

                                   Midnight Acquisition Holdings, Inc.

   By:
                                          ------------------------------------
                 Name:
                  Title:

                                      --------------------------------------
                             Leslie B. Lewis, Individually

                                      --------------------------------------
                        Leslie B. Lewis, Trustee

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 Exhibit A

                     Stockholder                           Existing Shares (#)
-----------                         

Leslie B. Lewis                                                   723,773*      
120 Cabot Street                                                                
Chestnut Hill, Massachusetts  02167                                             
Telephone No.:                                                                  
Facsimile No.:                                                                  

with a copy to:                                                                 

Telephone No.:  617-951-6814                                                    
Facsimile No.:  617-951-1295                                                    
Attention:      Seth A. Berry, Esq.                                             

Trustee                                                           207,257       
c/o Gadsby & Hannah LLP                                                         
225 Franklin Street                                                             
Boston, MA  02110-2811                                                          
Telephone No.:  617-345-7000                                                    
Facsimile No.:  617-345-7050                                                    

  Total                                                    931,030

Total Outstanding                                                               

3,427,217                                                     
As of July 26, 1999                                           
------------------------------                                                  

-------------------------------                                                 

*   624,150 Shares subject to pledge to Boston Private Bank & Trust Company     
  pursuant to a Consumer Pledge and Security Agreement dated April 16, 1998,
as amended to the date hereof.                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		3/31/00		10
Filed on:		8/10/99							8-K
		8/9/99		1		10			8-K
		7/26/99		16
		4/16/98		4		16
		1/11/93		1
									List all Filings