0000318259-08-000022 Sample Contracts

FORM OF STC HOLDINGS, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 31st, 2008 • Mdi, Inc. • Photographic equipment & supplies • Texas

THIS AGREEMENT, dated September 1, 2007, is between Ridgemont Investment Group, LLC, a Texas limited liability company (“Ridgemont”) and FAS Construction Management, Inc., a Texas Corporation, ("FAS") (collectively “Sellers”), and MDI, Inc., a Delaware Corporation ("MDI").

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FORM OF EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 31st, 2008 • Mdi, Inc. • Photographic equipment & supplies • Texas

THIS AGREEMENT, made and entered into effective as of October 1, 2007, by and between MDI, Inc., a Delaware corporation (together with its successors and assigns permitted under this Agreement, the "Company"), and __________________ (the "Executive").

FORM OF FAS CONSTRUCTION MANAGEMENT, INC. STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 31st, 2008 • Mdi, Inc. • Photographic equipment & supplies • Texas

This Stock Purchase Agreement is entered into as of October 2, 2007, by and among FAS Construction Management, Inc., a Texas corporation ("FAS"), MDI, Inc., a Delaware corporation ("MDI"), and Ridgemont Investment Group, LLC, William M. Wurzbach, FAS Interests, LLC and Little Roses Trust of 2006 (individually "Seller" and collectively referred to as the "Sellers").

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