NEBRASKA BOOK CO
STOCK REPURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>nbex10-5.txt
<DESCRIPTION>STOCK REPURCHASE AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.5

                               NBC HOLDINGS CORP.

                           STOCK REPURCHASE AGREEMENT


        This STOCK REPURCHASE AGREEMENT (this "AGREEMENT") is made as of this
31st day of March, 2006 (the "AGREEMENT DATE"), between NBC Holdings Corp., a
Delaware corporation (the "COMPANY"), and Barry Major (the "STOCKHOLDER").

        WHEREAS, the Stockholder is an employee of the Company whose
participation is considered by the Company to be important for its growth; and

        WHEREAS, the Stockholder owns certain shares of the Company's Common
Stock, par value $.001 per share (the "COMMON STOCK").

        NOW, THEREFORE, in consideration of the promises and mutual covenants
herein set forth, and other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto hereby mutually covenant and agree as
follows:

        1. DEFINITIONS. For all purposes of this Agreement, the following
definitions shall apply, unless the context otherwise requires:

        (a) "CALL PRICE" shall mean (i) in the event of a repurchase of Vested
Shares under Section 4(a)(ii) when the Stockholder is still employed by the
Company on the Vesting Date or when the Stockholder's employment by the Company
has been terminated without Cause following a Change of Control, an amount equal
to the Fair Market Value as of the Vesting Date MINUS the Distribution Amount,
and (ii) in the event of a repurchase of Vested Shares under Section 4(a)(ii)
when the Stockholder's employment by the Company has been terminated without
Cause prior to the Vesting Date (other than following a Change of Control) by
the Company or by reason of the Stockholder's death or Disability prior to the
Vesting Date, an amount equal to (A) the Vesting Percentage multiplied by the
Fair Market Value as of the Vesting Date MINUS (B) the Distribution Amount.

        (b) "CAUSE" shall mean, with respect to the Stockholder, (i) the
Stockholder's neglect of his duties, (ii) the Stockholder is convicted of any
felony or gross misdemeanor (except traffic-related), (iii) the Stockholder is
guilty of gross misconduct in connection with the performance of his duties, or
(iv) the Stockholder materially breaches any affirmative or negative covenants
or undertakings under any employment or other agreement with the Company or a
subsidiary, in each case as determined by the Board of Directors of the Company
in their reasonable judgment.

        (c) "CHANGE OF CONTROL" means the occurrence of any of (i) a sale of all
or substantially all of the assets of the Company, (ii) the acquisition of more
than fifty percent (50%) of the Common Stock (with all classes or series thereof
treated as a single class) by any person or group of persons, or (iii) a merger,
consolidation, reorganization, or similar transaction of the Company in which
there is a fifty percent (50%) or greater change in the ownership of the Common
Stock as a result of such transaction.

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        (d) "DISABILITY" shall mean an independent medical doctor (selected by
the Company's health or disability insurer) has certified that the Stockholder
has for 90 days consecutive or nonconsecutive, in any 12 month period been
disabled in a manner which seriously interferes with his ability to perform his
responsibilities as an employee of the Company or its subsidiaries.

        (e) "DISTRIBUTION AMOUNT" shall mean the amount of any distributions or
dividends paid with respect to the Shares between the Agreement Date and the
Vesting Date (excluding any dividends or distributions of stock for which an
adjustment is made to the number of Shares pursuant to Section 4(d) hereof).

        (f) "FAIR MARKET VALUE" shall mean, as of the date of determination, the
fair market value of the Shares as of such date, as determined by the Board of
Directors of the Company in good faith.

        (g) "LEGAL REPRESENTATIVE" shall mean the executor or executors, the
administrator or administrators, or the other legal representative or
representatives, of the Stockholder or the Stockholder's estate.

        (h) "PUT PRICE" shall mean (i) in the event of a repurchase of Vested
Shares under Section 4(b) when the Stockholder is still employed by the Company
on the Vesting Date or when the Stockholder's employment by the Company has been
terminated without Cause following a Change of Control, an amount equal to the
lesser of (A) the Fair Market Value as of the date of delivery of the Put Notice
MINUS the Distribution Amount and (B) $1,000,000 MINUS the Distribution Amount,
and (ii) in the event of a repurchase of Vested Shares under Section 4(b) when
the Stockholder's employment by the Company has been terminated without Cause
prior to the Vesting Date (other than following a Change of Control) by the
Company or by reason of the Stockholder's death or Disability prior to the
Vesting Date, an amount equal to (A) the Vesting Percentage multiplied by the
lesser of the Fair Market Value as of the date of delivery of the Put Notice and
$1,000,000, MINUS (B) the Distribution Amount.

        (h) "SHARES" shall mean, collectively, (i) 1,400 shares of Common Stock,
and (ii) any and all other stock or securities that become subject to this
Agreement pursuant to Section 4(d) hereof.

        (i) "STOCKHOLDERS AGREEMENT" shall mean the Stockholders Agreement,
dated as of March 4, 2004, among the Company and the Stockholders named therein.

        (j) "UNVESTED SHARES" shall mean, at the relevant time of reference
thereto, that number of the Shares (subject to adjustment as provided in Section
4(d) hereof) as shall not have become vested on or prior to such time pursuant
to Section 3 hereof.

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        (k) "VESTED SHARES" shall mean, at the relevant time of reference
thereto, those Shares that have vested on or prior to such time pursuant to
Section 3 hereof.

        (l) "VESTING PERCENTAGE" shall mean the percentage equal to the product
of 100 percent multiplied by a fraction, the numerator of which is the number of
days elapsed from the Agreement Date through the date of the termination of the
Stockholder's employment by the Company without Cause (other than following a
Change of Control) or by reason of the Stockholder's death or Disability, and
the denominator of which is 1,644.

        2. RESTRICTIONS ON TRANSFER. Except for (i) the escrow described in
Section 5 below and (ii) any transfer of Unvested Shares to the Company or its
assignees as contemplated by this Agreement, none of the Unvested Shares or any
beneficial interest therein shall be sold, transferred, assigned, pledged,
encumbered or otherwise disposed of in any way (including, without limitation,
by operation of law, except upon the death of the Stockholder) at any time. None
of the Vested Shares or any beneficial interest therein shall be sold,
transferred, assigned, pledged, encumbered or otherwise disposed of in any way
(including, without limitation, by operation of law except upon the death of the
Stockholder), except in accordance with and upon compliance with all of the
provisions of this Agreement and the Stockholders Agreement. Any sale, transfer,
assignment, pledge, encumbrance or other disposition of the Shares shall be void
unless the provisions of this Agreement and the Stockholders Agreement are
complied with. Any permitted transferee of the Shares shall agree in writing to
be bound hereby, as a "Stockholder," as if they were an original party hereto.

        3. VESTING OF SHARES. At the Agreement Date, all of the Shares shall be
Unvested Shares. All of the Shares shall become Vested Shares on September 30,
2010 (the "VESTING DATE") provided that the Stockholder remains employed by the
Company or any of its subsidiaries as of the Vesting Date (unless (i) the
Stockholder has been terminated by the Company without Cause (other than
following a Change of Control) or by reason of the Stockholder's death or
Disability, in which case a portion of the Shares shall become Vested Shares in
accordance with the last sentence of this Section 3 or (ii) the Stockholder has
been terminated by the Company without Cause following a Change of Control, in
which case all of the Shares shall become Vested Shares). In the event of
termination of the Stockholder's employment with the Company or any of its
subsidiaries prior to the Vesting Date for any reason or for no reason,
regardless of whether such termination is effected by the Company (other than
termination by the Company without Cause), or by the Stockholder (whether
voluntarily or involuntarily, other than upon the Stockholder's death or
Disability), none of the Unvested Shares owned of record or beneficially by the
Stockholder shall become Vested Shares. If after the Agreement Date and prior to
the Vesting Date the Stockholder's employment is terminated by the Company
without Cause (other than following a Change of Control) or by reason of the
Stockholder's death or Disability, a number of Shares shall become Vested Shares
on the date of such termination as is equal to (x) the total number of Shares
MULTIPLIED BY (y) the Vesting Percentage.

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        4. REPURCHASE OF SHARES.

        (a) CALL RIGHTS OF THE COMPANY.

               (i) UNVESTED SHARES. Notwithstanding any provision of the
Stockholders Agreement to the contrary, in the event of the voluntary or
involuntary termination of the Stockholder's employment with the Company and its
subsidiaries, for any or no reason before all of the Shares have become Vested
Shares (after giving effect to the vesting of any Unvested Shares in connection
with such termination in accordance with Section 3), the Company shall, upon and
from the date of such termination, as reasonably fixed and determined by the
Company (the "TERMINATION DATE"), have an irrevocable, exclusive right, but not
the obligation, to repurchase all or any number of the Unvested Shares at an
aggregate purchase price equal to $1.00. The Company shall be deemed to have
exercised its right to repurchase under this Section 4(a)(i) as of the
forty-fifth (45th) day after the Termination Date, unless the Company delivers
written notice to the Stockholder or the Stockholder's Legal Representative,
with a copy to the Escrow Holder referred to in Section 5 below, prior to such
date of the Company's election not to exercise its repurchase right under this
Section 4(a)(i). The closing of the repurchase by the Company of all or any of
the Unvested Shares pursuant to this Section 4(a)(i) shall take place at the
offices of the Company sixty (60) days after the Termination Date. At such
closing, the Stockholder shall deliver to the Company the certificates or other
instruments evidencing the number of Unvested Shares to be repurchased, free and
clear of all liens, claims, charges, security interests, and other encumbrances,
duly endorsed for transfer or accompanied by duly executed stock powers. Upon
receipt of such certificates or instruments, the Company shall pay to the
Stockholder the amount of the purchase price for the Shares being repurchased.
Notwithstanding anything in this Agreement (including, without limitation, this
Section 4(a) or Section 3) expressed or implied to the contrary, the right to
repurchase granted to the Company under this Section 4(a) shall apply to any and
all Unvested Shares that are outstanding on the Termination Date despite the
fact that from and after the Termination Date any or all of such Unvested Shares
are, or are scheduled to be, Vested Shares by operation of the provisions of
Section 3 hereof (except as provided in Section 3 with respect to the
termination of the Stockholder's employment by the Company without Cause or by
reason of the Stockholder's death or Disability).

               (ii) VESTED SHARES. Following the Vesting Date, the Company shall
have an irrevocable, exclusive right, but not the obligation, to repurchase all
or any number of the Vested Shares at an aggregate purchase price equal to the
Call Price; PROVIDED, that (x) the Stockholder has remained employed by the
Company or any of its subsidiaries as of the Vesting Date or (y) the
Stockholder's employment by the Company has been terminated by the Company
without Cause or by reason of the Stockholder's death or Disability prior to the
Vesting Date. For the avoidance of doubt, the provisions of this Section
4(a)(ii) shall not apply if the Stockholder's employment with the Company and
its subsidiaries has been terminated prior to the Vesting Date for any reason or
for no reason, other than termination by the Company without Cause or by reason
of the Stockholder's death or Disability. The Company may exercise its right to
repurchase at any time within thirty (30) days after the Vesting Date by
delivery to the Stockholder of a written notice of exercise (the "CALL Notice"),
with a copy to the Escrow Holder referred to in Section 5 below. The closing of


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<PAGE>

the repurchase by the Company of all or any of the Vested Shares pursuant to
this Section 4(a)(ii) shall take place at the offices of the Company, at such
time and on such date as the Company shall specify in the applicable Call
Notice, but in no event later than ninety (90) days after the date of the Call
Notice. At such closing, the Stockholder shall deliver to the Company the
certificates or other instruments evidencing the number of Shares to be
repurchased, free and clear of all liens, claims, charges, security interests,
and other encumbrances, duly endorsed for transfer or accompanied by duly
executed stock powers. Upon receipt of such certificates or instruments, the
Company shall pay to the Stockholder an amount equal to the Call Price for the
Shares being repurchased. Notwithstanding the foregoing, in the event that
payment of the Call Price is limited or restricted in any way under the terms of
any indebtedness issued by the Company or any of its subsidiaries (including,
but not limited to, (i) the Amended and Restated Credit Agreement, dated as of
February 13, 1998, as amended and restated as of December 10, 2003, as further
amended and restated as of March 4, 2004 (the "CREDIT AGREEMENT"), among
Nebraska Book Company, Inc., the Company, NBC Acquisition Corp., the lenders
party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral
agent, Citigroup Global Markets Inc., as syndication agent, and Bank of America,
N.A. and Wells Fargo Bank N.A., as co-documentation agents, (ii) the 8.625%
senior subordinated notes of Nebraska Book Company, Inc. due 2012 (the "8.625%
NOTES"), issued under the Indenture, dated as of March 4, 2004, between Nebraska
Book Company, Inc. and The Bank of New York, as trustee, and (iii) the 11.00%
senior discount debentures of NBC Acquisition Corp. due 2013 (the "11.00%
NOTES"), issued under the Indenture, dated as of March 4, 2004, between NBC
Acquisition Corp. and The Bank of New York, as trustee), the Company shall not
be required to pay the Call Price until such limitations or restrictions are
released, at which time such payment shall be made with interest from the date
on which the call closing would have occurred through the date of such payment
at a rate per annum equal to the three (3) month London Interbank Offered Rate
as published in the Eastern Edition of the Wall Street Journal.
Contemporaneously with the payment of the Call Price, the Company shall pay a
bonus to the Stockholder in an amount such that, after taking into account the
payment of all federal, state and local taxes related to the repurchase of the
Vested Shares under this Section 4(a)(ii), the Stockholder receives total
proceeds at the closing of such repurchase equal to the Call Price.

               (iii) CALL RIGHTS UNDER THE STOCKHOLDERS AGREEMENT. If the
Company does not exercise its call rights under this Agreement, following the
thirtieth (30th) day after the Vesting Date, the Vested Shares shall be subject
to repurchase by the Company on the terms provided in the Stockholders
Agreement.

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<PAGE>

        (b) PUT RIGHT OF THE STOCKHOLDER. Following the Vesting Date, the
Stockholder shall have the right to require the Company to repurchase all of the
Vested Shares at the Put Price; PROVIDED, that (i) the Stockholder has remained
employed by the Company or any of its subsidiaries as of the Vesting Date or
(ii) the Stockholder's employment by the Company has been terminated by the
Company without Cause or by reason of the Stockholder's death or Disability
prior to the Vesting Date. For the avoidance of doubt, the provisions of this
Section 4(b) shall not apply if the Stockholder's employment with the Company
and its subsidiaries has been terminated prior to the Vesting Date for any
reason or for no reason, other than termination by the Company without Cause or
by reason of the Stockholder's death or Disability. The Stockholder may exercise
this put right at any time during the thirty (30) day period following the
sixtieth (60th) day after the Vesting Date by delivery to the Company of a
written notice of exercise (the "PUT NOTICE"), with a copy to the Escrow Holder
referred to in Section 5 below. If the Stockholder fails to deliver a Put Notice
by the ninetieth (90th) day following the Vesting Date, the put right contained
in this Section 4(b) shall terminate. The closing (the "PUT CLOSING") of the
exercise by the Stockholder of his put rights under this Section 4(b) shall take
place at the offices of the Company, at such time and on such date as the
Company shall specify, but in no event later than ninety (90) days after the
date of the Put Notice. At the Put Closing, the Stockholder shall deliver to the
Company the certificates evidencing the number of Shares to be repurchased, free
and clear of all liens, claims, charges, security interests, and other
encumbrances, duly endorsed for transfer or accompanied by duly executed stock
powers. Upon receipt of such certificates, the Company shall pay cash to the
Stockholder in an amount equal to the Put Price for the Shares being
repurchased. Notwithstanding the foregoing, in the event that payment of the Put
Price is limited or restricted in any way under the terms of any indebtedness
issued by the Company or any of its subsidiaries (including, but not limited to,
(i) the Credit Agreement, (ii) the 8.625% Notes, and (iii) the 11.00% Notes),
the Company shall not be required to pay the Put Price until such limitations or
restrictions are released, at which time such payment shall be made with
interest from the date on which the Put Closing would have occurred through the
date of such payment at a rate per annum equal to the three (3) month London
Interbank Offered Rate as published in the Eastern Edition of the Wall Street
Journal. Contemporaneously with the payment of the Put Price, the Company shall
pay a bonus to the Stockholder in an amount such that, after taking into account
the payment of all federal, state and local taxes related to the repurchase of
the Vested Shares under this Section 4(b) and all federal, state and local taxes
paid in connection with the receipt of the Distribution Amount, the Stockholder
receives total proceeds at the Put Closing equal to the Put Price.

        (c) ASSIGNMENT OF REPURCHASE RIGHT. Whenever the Company shall have the
right or obligation to repurchase Shares under this Agreement, the Company may
designate and assign one or more stockholders, employees, officers, or directors
of the Company or other persons or organizations to exercise or assume all or
any part of the Company's rights or obligations under this Agreement to
repurchase all or any number of such Shares.

        (d) ADJUSTMENT. If the outstanding shares of Common Stock of the Company
are increased, decreased, or exchanged for a different number or kind of shares
or other securities, or if additional shares or new or different shares or other
securities are distributed with respect to shares of Common Stock or other
securities, through merger, consolidation, sale of all or substantially all the
property of the Company, reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split, or other distribution or
similar event with respect to such shares of Common Stock, or other securities,
an appropriate and proportionate adjustment will be made in (i) the number of
Unvested Shares and Vested Shares and (ii) the repurchase price of any Unvested
Share or Vested Share. Any such adjustment shall be determined and made, if at
all, only by the Board of Directors of the Company.

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<PAGE>

        (e) STOCK POWER. Contemporaneously with the execution and delivery of
this Agreement, the Stockholder agrees to execute and deliver to the Company a
stock power and conditional assignment relating to the Shares and any other
securities that may become subject to this Agreement.

        5. ESCROW OF SHARES.

               (a) ESCROW HOLDER. Each certificate or other instrument
representing the Shares shall be held in escrow by the President of the Company,
as escrow holder (the "ESCROW HOLDER"), together with stock powers or other
appropriate instruments of assignment thereof duly executed in blank by the
Stockholder pursuant to this Section 5, until all such Shares become fully
vested pursuant to, and in accordance with, the provisions of Section 3 hereof
or are repurchased by the Company pursuant to, and in accordance with, the
provisions of Section 4 hereof, whichever occurs earlier.

               (b) RIGHTS OF STOCKHOLDER WITH RESPECT TO SHARES HELD IN ESCROW.
Subject to the terms hereof and the terms of the Stockholders Agreement, the
Stockholder shall have all the rights of a stockholder with respect to the
Shares while they are held in escrow, including without limitation, the right to
vote such Shares and receive any cash dividends declared thereon. If there is
any stock dividend, stock split or other change in the Shares, any and all new,
substituted or additional securities to which the Stockholder is entitled by
reason of his ownership of the Shares shall be immediately subject to this
escrow, deposited with the Escrow Holder.

               (c) OBLIGATIONS AND LIABILITIES OF THE ESCROW HOLDER. The Escrow
Holder shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by him to be
genuine and to have been signed or presented by the proper party or parties. The
Escrow Holder shall not be personally liable for any act he may do or refrain
from doing hereunder as Escrow Holder or as attorney-in-fact for the
Stockholder, PROVIDED that the Escrow Holder acts or refrains from acting in
good faith and in the exercise of his own good judgment, and any act that he
does or refrains from doing pursuant to the advice of his own attorneys, who may
be counsel to the Company, or any part thereof, shall be conclusive evidence of
such good faith.

               (d) DUTIES OF THE ESCROW HOLDER.

                      (i) In the event of any repurchase of Shares pursuant to,
               and in accordance with, the provisions of Section 4 hereof, the
               Escrow Holder shall take all steps necessary to consummate such
               repurchase, including, but not limited to, presentment of


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<PAGE>

               certificates or other instruments representing the Shares subject
               to such repurchase, together with stock powers and such other
               instruments of assignment executed by or in the name of the
               Stockholder appropriately completed by the Escrow Holder, to the
               Company or its transfer agent with irrevocable instructions to
               register the transfer of such Shares into the name of the Company
               or its designee. The Stockholder hereby appoints the Escrow
               Holder his irrevocable attorney-in-fact to execute in his name,
               acknowledge and deliver all stock powers and other instruments as
               may be necessary or desirable with respect to the repurchase of
               any Shares pursuant to, and in accordance with, the provisions of
               Section 4 hereof.

                      (ii) Upon the vesting of any Shares, the Escrow Holder
               shall, at the request of the Stockholder, either (i) promptly
               deliver to the Stockholder the certificates or other instruments
               representing such Shares that have become vested or (ii) promptly
               cause new certificates or other instruments endorsed with the
               appropriate legends to be issued for such Shares that have become
               vested and shall deliver such certificates or other instruments
               to the Stockholder.

                      (iii) The Escrow Holder may, but need not, submit a
               memorandum to the Stockholder and to the Company setting forth
               action the Escrow Holder intends to take with respect to the
               escrow of the Shares and requesting the parties to acknowledge
               the propriety of the intended action. If, in any such case,
               either party fails or refuses to acknowledge the propriety of the
               intended action, the Escrow Holder may seek the advice of
               counsel, who may be counsel to the Company, and any action taken
               in accordance with the written advice of such counsel shall be
               full protection to the Escrow Holder in respect thereto against
               any person. It is agreed that in any event the Escrow Holder
               shall not be liable for any action or failure to act taken in
               good faith, and that his liability shall be limited to actions or
               inaction constituting gross negligence or willful misconduct.

                      (iv) It is understood and agreed that should any dispute
               arise with respect to the delivery, ownership or right of
               possession of the Shares held by the Escrow Holder hereunder, he
               is authorized and directed to retain in his possession without
               liability to anyone all or any part of said Shares or other
               securities until such dispute shall have been settled either by
               mutual written agreement of the parties concerned or by a final
               order, decree or judgment of a court of competent jurisdiction
               after the time for appeal has expired and no appeal has been
               perfected, but he shall be under no duty whatsoever to institute
               or defend any such proceedings.

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<PAGE>

                      (v) The Escrow Holder is hereby expressly authorized to
               comply with and obey orders, judgments or decrees of any court.
               In case the Escrow Holder obeys or complies with any such order,
               judgment or decree, he shall not be liable to any of the parties
               hereto or to any other person, firm or corporation by reason of
               such compliance, notwithstanding any such order, judgment or
               decree being subsequently reversed, modified, annulled, set
               aside, vacated or found to have been entered without
               jurisdiction.

                      (vi) By signing this Agreement, the Escrow Holder becomes
               a party to this Agreement only for the purposes of this Section
               5.

               (e) CHANGE OF DUTIES. The Escrow Holder's duties hereunder may be
altered, amended, modified, or revoked only by a writing signed by all of the
parties hereto; provided, HOWEVER, that the Company may at any time, at its
option, elect to terminate this escrow by notice to the Stockholder and the
Escrow Holder.

               (f) COSTS AND FEES. All reasonable costs, fees and disbursements
incurred by the Escrow Holder in connection with the performance of his duties
hereunder shall be borne by the Company.

               (g) RESIGNATION. The Escrow Holder reserves the right, upon
notice to the Company and the Stockholder, to resign from his duties as Escrow
Holder and to appoint a substitute Escrow Holder.

               (h) SIGNATURE. By signing below, the Escrow Holder becomes a
party to this Agreement only for the purposes of this Section 5.

        6. GENERAL PROVISIONS.

        (a) This Agreement shall be governed by the internal substantive laws of
the State of Delaware and shall be binding upon the heirs, personal
representatives, executors, administrators, successors and permitted assigns of
the parties.

        (b) This Agreement supersedes all prior written and oral agreements and
understandings between the parties and represents the entire agreement between
the parties with respect to the subject matter hereof and may only be modified
or amended in writing signed by the Company and the Stockholder or, with respect
to Section 5, the Company, the Stockholder and the Escrow Holder.

        (c) The certificates representing the Shares shall be endorsed with the
following legend:

        "THIS CERTIFICATE AND THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
        SUBJECT TO A STOCK REPURCHASE AGREEMENT DATED AS OF MARCH 31, 2006, AND
        TO THE RESTRICTIONS UPON TRANSFER CONTAINED THEREIN. A COPY OF THE
        AGREEMENT WILL BE FURNISHED TO ANY INTERESTED PARTY UPON WRITTEN REQUEST
        FREE OF CHARGE."

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<PAGE>

At the request of the Stockholder and upon surrender to the Company of one or
more legended stock certificates issued by the Company to the Stockholder, the
Company agrees, upon cancellation of and in exchange for such surrendered
certificate(s), to issue or to cause its transfer agent to issue to the
Stockholder one or more stock certificates representing in the aggregate such
number of Shares as are represented by the surrendered stock certificate(s),
which newly issued stock certificates shall be issued with only such legends as
the Company or its counsel reasonably deems necessary or appropriate under the
relevant facts and circumstances.

        (d) Any notice, demand, request or other communication hereunder to any
party shall be deemed to be sufficient if contained in a written instrument
delivered in person or duly sent by first class registered, certified or
overnight mail, postage prepaid, or telecopied with a confirmation copy by
regular, certified or overnight mail, addressed or telecopied, as the case may
be, to such party at the address or telecopier number, as the case may be, set
forth below or such other address or telecopier number, as the case may be, as
may hereafter be designated in writing by the addressee to the addressor listing
all parties:

        if to the Company, to:

        NBC Holdings Corp.
        c/o Weston Presidio Capital
        John Hancock Tower, 50th Floor
        200 Clarendon Street
        Boston, MA 02116
        Telecopier No.: 617-988-2515

        with a copy to:

        Johan V. Brigham
        Bingham McCutchen LLP
        150 Federal Street
        Boston, MA  02110
        Telecopier No.: 617 951-8736

        if to the Stockholder, to:

        Barry Major
        3841 S. 163rd Circle
        Omaha, NE  68130

        if to the Escrow Holder, to:

        NBC Holdings Corp.
        4700 South 19th Street
        Lincoln, NE  68501
        Attention:  President

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<PAGE>

        with a copy to:

        Johan V. Brigham
        Bingham McCutchen LLP
        150 Federal Street
        Boston, MA  02110
        Telecopier No.: 617 951-8736


        All such notices, request and other communications shall be deemed to
have been received: (i) in the case of personal delivery, on the date of such
delivery; (ii) in the case of mailing, when received by the addressee; and (iii)
in the case of telecopy transmission, when confirmed by telecopy machine report.

        (e) The rights and obligations of each party under this Agreement shall
inure to the benefit of and be binding upon such party's heirs, successors and
permitted assigns. Without limiting the foregoing, this Agreement shall be
binding upon any successor (whether direct or indirect and whether by purchase,
lease, merger, consolidation, liquidation or otherwise) to all or substantially
all of the Company's business and/or assets. For all purposes under this
Agreement, the term "Company" shall include any successor to the Company's
business and/or assets which becomes bound by this Agreement. The rights and
obligations of the Company under this Agreement shall be assignable by the
Company to any one or more persons or entities without the consent of the
Stockholder. The rights and obligations of the Stockholder under this Agreement
may only be assigned with the prior written consent of the Company.

        (f) Either party's failure to enforce any provision or provisions of
this Agreement shall not in any way be construed as a waiver of any such
provision or provisions, nor prevent the party thereafter from enforcing each
and every other provision of this Agreement. The rights granted both parties
herein are cumulative and shall not constitute a waiver of either party's right
to assert all other legal remedies available to it under the circumstances.

        (g) If any provision of this Agreement shall be held illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall attach only
to such provision and shall not in any manner affect or render illegal, invalid
or unenforceable any other severable provisions of this Agreement.

        (h) Headings are for convenience only and are not deemed to be part of
this Agreement.

        (i) Each of the Company and the Stockholder agrees upon request to
execute any further documents or instruments necessary or desirable to carry out
the purposes or intent of this Agreement.

                                       11
<PAGE>

        (j) This Agreement may be executed in counterparts, all of which
together shall for all purposes constitute one Agreement, binding on each of the
parties hereto notwithstanding that each such party shall not have signed the
same counterpart.

        (k) The Company is not by reason of this Agreement obligated to continue
the Stockholder's employment.

        (l) In case of any dispute hereunder, the parties will submit to the
exclusive jurisdiction and venue of any court of competent jurisdiction sitting
in Boston, Massachusetts, and will comply with all requirements necessary to
give such court jurisdiction over the parties and the controversy. EACH PARTY
HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AND TO CLAIM OR RECOVER PUNITIVE
DAMAGES.

        (m) The Stockholder acknowledges and affirms that in the event of a
breach of this Agreement by the Stockholder, money damages may be inadequate and
the Company may have no adequate remedy at law. Accordingly, the Stockholder
agrees that the Company shall have the right, in addition to any other rights
and remedies existing in the Company's favor, to enforce the Company's rights
and the Stockholder's obligations hereunder not only by an action or actions for
damages but also by an action or actions for specific performance, injunctive
and/or other equitable relief.


                                       12
<PAGE>


        IN WITNESS WHEREOF, the parties have duly executed this Agreement under
seal as of the day and year first set forth above.


NBC HOLDINGS CORP.                  STOCKHOLDER:


By:     /S/  MARK W. OPPEGARD          /S/  BARRY S. MAJOR
        ---------------------          -----------------------------
Name:   Mark W. Oppegard                    Barry Major
Title:  President

FOR PURPOSES OF SECTION 5 ONLY:



/S/  MARK OPPEGARD
------------------------------------------
Mark Oppegard, President, as Escrow Holder

                                       13
</TEXT>
</DOCUMENT>
