Collective Bargaining Agreement

EXHIBIT 10(b)
FUQUA ENTERPRISES, INC.


March 26, 1996


Mr. Sergio Diaz President Local 422-S, Production Service and Sales District Council, IUC, AFL-CIO 3250 Veterans Memorial Highway Bohemia, NY 11716


Re: Recognition of Local 422-S and acceptance of current Collective
Bargaining Agreement by new owner of Lumex.


Dear Mr. Diaz:


As you know, the Lumex Division of Lumex, Inc. will be sold to a subsidiary of Fuqua Enterprises, Inc. known as Lumex Medical Products, Inc. The transaction is expected to close in April. In hopes of continuing the cooperative and mutually beneficial relationship between your union and the management of Lumex Division, we have agreed to recognize the union and adopt the Collective Bargaining Agreement negotiated between Local 422-S, Production Service and Sales District Council and Lumex Division on October 19, 1995 and covering the period October 20, 1995 through October 19, 1998. Consequently, on the date of sale of the Lumex Division, that Collective Bargaining Agreement will be formally assigned in its entirety to the new owners of Lumex Division, Lumex Medical Products, Inc. Under this arrangement, the new owner will be bound by, and receive benefits of, the Collective Bargaining Agreement in all respects and all terms will remain the same. Of course, some minor technical changes, such as the names of certain funds, will be made because the ownership is changing, (for example, the "Lumex, Inc. Savings and Investment Plan Retirement Account" in Article XIII of the Collective Bargaining Agreement will change to the "Fuqua Enterprises, Inc. Savings and Retirement Plan for Union Employees", effective Closing Date) but the substantive terms of the Agreement will not change in any way.


We would appreciate your signing on the signature line below to acknowledge receipt of this letter and assignment of the Collective Bargaining Agreement from Lumex Division to Lumex Medical Products, Inc. We are pleased to be working with you and we look forward to a solid and cooperative relationship with Local 422-S.


Sincerely,


/s/ JOHN J. HUNTZ, Jr.
--------------------------------------
John J. Huntz, Jr.


/s/ SERGIO DIAZ - --------------------------------------
Sergio Diaz, President Local 422-S, Production Service and Sales District Counsel, IUC, AFL-CIO


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AGREEMENT


between


LUMEX DIVIDION OF


LUMEX, INC.


and


LOCAL 422-S, PRODUCTION SERVICE AND
SALES DISTRICT COUNCIL, IUC, AFL-CIO


October 20, 1995 -- October 19, 1998 3


INDEX


ARTICLE PAGE
------- ---- Bereavement Leave............................................................ XIV 13 Bulletin Board............................................................... XVII 14 Complete Settlement.......................................................... XXIII 19 Discharge and Discipline..................................................... XIX 15 Dues Checkoff................................................................ III 2 Employer Reviews............................................................. XV 13 Grievance Procedure.......................................................... XX 16 Health and Welfare Program................................................... XII 10 Hiring Practice.............................................................. XVI 14 Holidays..................................................................... V 3 Injury on the Job............................................................ XXVI 20 Jury Duty.................................................................... XI 10 Legality..................................................................... XXV 20 Management of the Business; Flexibility of Job Assignments................... XXIV 19 Recognition of the Union..................................................... I 1 Reporting Pay................................................................ XXVII 21 Rest Periods................................................................. XXI 18 Retirement Fund.............................................................. XIII 12 Seniority.................................................................... VII 6 Sick/Personal Leave.......................................................... X 9 Strike and Lockout........................................................... XXII 18 Term of Agreement............................................................ XXVIII 21 Trial Periods................................................................ VIII 7 Union Rights................................................................. XVIII 14 Union Security............................................................... II 2 Vacations.................................................................... VI 4 Wages........................................................................ IX 7 Workweek, Overtime........................................................... IV 2 4


AGREEMENT made and entered into this 19th day of October, 1995, by and between LUMEX DIVISION OF LUMEX, INC., located at 81 and 100 Spence Street, Bay Shore, New York (hereinafter referred to as the "Employer") and LOCAL 422-S, PRODUCTION SERVICE AND SALES DISTRICT COUNCIL, IUC, AFL-CIO, located at 3250 Veterans Memorial Highway, Bohemia, New York 11716 (hereinafter referred to as the "Union").


WHEREAS, the parties desire to enter into an agreement relating to wages, hours and other conditions of employment, for the purpose of establishing and maintaining harmonious relations between the Employer and employees and to that end provide for the fair and peaceful adjustment of any disputes which may arise between them.


NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereby agree as follows:


ARTICLE I


RECOGNITION OF THE UNION


The Employer hereby recognizes the Union as the sole and exclusive bargaining agent for its production, maintenance, shipping, receiving, and driver employees, excluding, however, all office clerical, professional, and technical employees, watchmen, guards, supervisors, foremen, assistant foremen, and working foremen, management trainees, part-time employees, and short-term summer help.


It is agreed that the principal scope of this clause does not extend to or include Specialty Crafts and Technical Employees. This note is to be preserved as a clarification note without necessity or change to the current contract language.


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Employees who regularly work 25 hours or less are excluded from the Union coverage. Employees who regularly work in excess of 25 hours but less than the regular 40-hour week shall be covered by the contract and there shall be special pro rata allowance of benefits so that their regular number of hours in relationship to the 40-hour week can be the basis for a formula of benefit allowances.


ARTICLE II


UNION SECURITY


The Employer agrees that as a condition of continued employment all present employees within the unit covered by this Agreement shall become members of the Union thirty-one (31) days after the execution of this Agreement. It shall also be a condition of employment that all employees within the unit covered by this Agreement who are hired on or after its effective date shall, thirty-one (31) days after the beginning of such employment, become members of the Union.


ARTICLE III


DUES CHECKOFF


The Employer shall deduct each month from the wages of all employees who have authorized and directed the Employer in writing to check off their Union dues and initiation fees an amount equal to the Union dues of such employees as certified in writing by the Union to the Employer.


ARTICLE IV


WORKWEEK, OVERTIME


A. The standard workweek shall be five (5) days, Monday through Friday, inclusive, consisting of forty (40) hours.


B. All work performed beyond eight (8) hours in a day


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and over forty (40) straight-time hours in any payroll week shall be considered overtime work, to be paid for at the rate of one and one-half times the straight-time rate of pay. All work performed on a Saturday shall be paid for at the rate of time and one-half. However, in the event an employee scheduled for work on a Saturday fails to report for work or fails to work on any weekday following a Saturday worked, the Employer has the option not to schedule overtime for such employee for two successive overtime assignments.


C. The Employer may require employees to work overtime when requested to do so. Continuous refusal by an employee to work overtime when so requested shall be considered grounds for discharge.


D. All work performed on Sunday shall be paid for at the rate of double the straight-time rate.


ARTICLE V


HOLIDAYS


A. All employees who have completed their trial period (60 workdays) shall receive eight (8) hours' straight time pay for each of the following holidays regardless of the day of the week on which the holiday falls:


New Year's Day Independence Day
Washington's Birthday Labor Day
Good Friday Thanksgiving Day
Memorial Day Day after Thanksgiving
Day before Christmas Day before New Year's
Christmas Day


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Employees who successfully complete their trial period shall be paid for any holidays which fell during their trial period.


B. In order to qualify for pay for a holiday, an employee must have worked the scheduled workday immediately following the holiday. In the event of two consecutive holidays, failure to work the next scheduled workday after the holiday will result in the loss of one day's holiday pay. The day after holiday eligibility requirement shall not apply to absence for a religious holiday.


C. Employees required to work on any of the above holidays shall receive time and one-half pay for the hours worked, in addition to eight (8) hours' straight-time pay for the holiday.


D. In the event one of the above-enumerated holidays falls on a Saturday or Sunday, the Employer may elect to celebrate it on Friday or Monday, respectively, or to remain open and pay for the hours worked on that day in lieu thereof.


E. In the event an employee wants to celebrate Martin Luther King's Birthday, he shall be allowed to charge such as a sick/personal day.


ARTICLE VI -- VACATIONS


A. All employees covered by this Agreement who have performed continuous work service as indicated below as of the qualifying date of July 1 of the vacation year shall be entitled to paid vacation as follows:


One (1) year (but less than two (2) years) of
continuous work performance................. Five (5) days at


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their base rate of pay


Two (2) years (but less than six (6) years) of Ten (10) days at their base rate of
continuous work performance................. pay


Employees shall receive an extra day's
vacation for each year of service above five
(5) years continuous work performance up to
a maximum of fifteen (15) days after ten
(10) years (6 years -- 11 days; 7
years -- 12 days; 8 years -- 13 days; 9
years -- 14 days; 10 years -- 15 days).


Ten (10) years (but less than sixteen (16) Fifteen (15) days at their base rate
years of continuous work performance........ of pay


Employees shall receive an extra day's
vacation for each year of service above
fifteen (15) years continuous work
performance up to a maximum of twenty (20)
days after twenty (20) years (16 years -- 16
days; 17 years -- 17 days; 18 years -- 18
days; 19 years -- 19 days; 20 years -- 20
days)


Twenty (20) years (but less than Twenty-five
(25) years) of continuous work Twenty (20) days at their base rate
performance................................. of pay


Twenty (20) years (but less than Twenty-five
(25) years) of continuous work Twenty (20) days at their base rate
performance................................. of pay


Twenty-five (25) years of continuous work Twenty-five (25) days at their base
performance over............................ rate of pay


B. Employees covered by this Agreement who have performed at least six (6) months' work service but less than (1) year of work service as of the July 1 qualifying date shall receive a pro rata vacation allowance according to the period of work performance rendered during the vacation year up to the qualifying date. For example, six (6) months would entitle an


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employee to 6/12ths of five (5) days or two and one-half (2 1/2) days. Such pro rata vacation allowance shall also extend to employees who have performed at least six (6) months of work service in the vacation year and are laid off for lack of work. A layoff of ten (10) consecutive calendar days or less shall not constitute an interruption in work service for purposes of computing vacation entitlement under the continuous work performance provisions above set forth. The exception permitted against forfeited vacation al ...