Execution Copy








                          AGREEMENT AND PLAN OF MERGER
c

                                  BY AND AMONG


                                  AIRTOURS plc,


                        BLUE SEA FLORIDA ACQUISITION INC.


                                       AND


                       TRAVEL SERVICES INTERNATIONAL, INC.




                          Dated as of February 21, 2000






<PAGE>

                          AGREEMENT AND PLAN OF MERGER


          AGREEMENT  AND PLAN OF MERGER,  dated as of  February  21,  2000 (this
"Agreement"),  by and among AIRTOURS plc, a corporation organized under the laws
of the United Kingdom  ("Parent"),  BLUE SEA FLORIDA ACQUISITION INC., a Florida
corporation and an indirect wholly-owned subsidiary of Parent ("Purchaser"), and
TRAVEL SERVICES INTERNATIONAL, INC., a Florida corporation (the "Company").

          WHEREAS,  the respective Boards of Directors of Parent,  Purchaser and
the Company  have  approved the  acquisition  of the Company by Purchaser on the
terms and conditions set forth herein;

          WHEREAS, in contemplation  thereof Parent will cause Purchaser to make
a tender offer (as it may be amended  from time to time as permitted  under this
Agreement,  the  "Offer") to purchase all the issued and  outstanding  shares of
common  stock,  $0.01  par  value,  of the  Company  ("Common  Stock")  and  the
associated  common share purchase  rights (the  "Rights",  and together with the
Common  Stock,  the  "Shares")  issued  pursuant  to  the  Shareholders   Rights
Agreement, dated as of January 28, 1999, by and between the Company and American
Stock  Transfer & Trust  Company  (as  amended  from time to time,  the  "Rights
Agreement"),  subject to the terms and conditions of this Agreement,  at a price
of $26 per Share,  net to the seller in cash,  without  interest  thereon  (such
price, or any such higher price per Share as may be paid to any holder of Shares
in the Offer, being referred to herein as the "Offer Price");

          WHEREAS,  to  complete  such  acquisition,  the  respective  Boards of
Directors of Parent,  Purchaser  and the Company have  approved and adopted this
Agreement,  and have determined advisable, the merger of Purchaser with and into
the Company,  with the Company being the surviving  corporation  (the "Merger"),
pursuant to and subject to the terms and conditions of this Agreement;

          WHEREAS, the Board of Directors of the Company, based on the unanimous
recommendation of the Special Committee of the Board of Directors of the Company
(the  "Special  Committee"),  has,  in light of and  subject  to the  terms  and
conditions set forth herein:  (i) determined  that (A) the  consideration  to be
paid for each  Share  held by the  shareholders  in the  Merger  is fair to such
shareholders  of the  Company,  and (B) the  Merger  is  otherwise  in the  best
interests of the Company and its shareholders,  and (ii) resolved to approve and
adopt this Agreement and the transactions  contemplated  hereby and to recommend
approval and adoption by the shareholders of the Company of this Agreement;

          WHEREAS,  certain  shareholders  of the Company have  indicated  their
intention  to execute  and  deliver a Voting and Tender  Agreement,  in the form
attached  hereto as Exhibit A (the "Voting and Tender  Agreement"),  pursuant to
which, subject to the terms and conditions contained therein,  such shareholders
shall  tender all Shares  owned by them into the Offer and vote their  shares of
Common Stock in favor of the transactions contemplated by this Agreement.

          NOW,  THEREFORE,  in  consideration  of the premises and of the mutual
covenants,  representations,  warranties and agreements  herein  contained,  the
parties hereto agree as follows:

                                    ARTICLE I

                                    THE OFFER

          1.01 The Offer.

          (a) Provided  that this  Agreement  shall not have been  terminated in
accordance with Article VI hereof and so long as none of the events set forth in
Annex A hereto (the  "Tender  Offer  Conditions")  shall have  occurred  and are
continuing,  as promptly as practicable,  but in no event later than the seventh
Business Day after the date of this Agreement,  Parent shall cause Purchaser to,
and  Purchaser  shall,  commence  (within the meaning of Rule 14d-2  promulgated
under the Securities  Exchange Act of 1934, as amended (the "Exchange Act")) the
Offer.  The  obligations  of  Purchaser to accept for payment and to pay for any
Shares  tendered  shall be subject only to the Tender Offer  Conditions,  any of
which may be waived by  Purchaser;  provided,  that the  Minimum  Condition  (as
defined  in Annex A hereto)  may not be waived by  Purchaser  without  the prior
written consent of the Company. Purchaser expressly reserves the right to modify
the terms of the Offer;  provided,  that  without  the  consent of the  Company,
Purchaser  shall not (i) reduce the number of Shares  sought to be  purchased in
the  Offer,  (ii)  reduce  the  Offer  Price,  (iii)  add  to the  Tender  Offer
Conditions,  (iv)  modify  the  Tender  Offer  Conditions  or any other  term or
condition  of the Offer in a manner  that is  adverse  to the  holders of Common
Stock, (v) change the form of consideration  payable in the Offer or (vi) except
as provided in the last two sentences of this  subsection  (a) or as required by
law, extend the Offer beyond any scheduled  expiration date. Purchaser covenants
and  agrees  that,  subject  to the  terms  and  conditions  of this  Agreement,
including, but not limited to, the Tender Offer Conditions and the last sentence
of this Section  1.01(a),  unless the Company  otherwise  consents in writing it
will accept for payment and pay for the Shares as soon as it is  permitted to do
so under applicable law (but in any event, in the case of accepting for payment,
within one Business Day after the Offer terminates). Purchaser agrees that if it
is unable to consummate the Offer on the initial  scheduled  expiration date due
to the  failure  of the  Tender  Offer  Conditions  set  forth  in Annex A to be
satisfied or waived,  Purchaser shall, unless this Agreement has been terminated
in accordance  with its terms,  extend the Offer and set a subsequent  scheduled
expiration  date,  and shall  continue to so extend the Offer and set subsequent
scheduled   expiration  dates,  until  the  termination  of  this  Agreement  in
accordance  with its terms;  provided,  that any such extended  expiration  date
shall not be later  than the  earlier of (x) ten  Business  Days  following  the
previously  scheduled  expiration  date  and (y) the  date  on  which  Purchaser
reasonably  believes  that all Tender  Offer  Conditions  will be  satisfied  or
waived.  Notwithstanding  anything  in  this  subsection  (a) to  the  contrary,
Purchaser may extend the Offer,  without the Company's  consent,  on one or more
occasions,  for any  reason,  up to a  maximum  of  three  Business  Days in the
aggregate, notwithstanding the prior satisfaction of the Tender Offer Conditions
so long as Purchaser irrevocably waives the continued satisfaction of any of the
Tender Offer Conditions.

          (b) As soon as  practicable  on the date that the Offer is  commenced,
Parent and  Purchaser,  together with such other Persons as shall be required to
be included as parties to such  filings,  shall file,  with the  Securities  and
Exchange  Commission  (the "Commission") a Tender Offer Statement on Schedule TO
(together with all amendments and supplements  thereto,  the "Schedule TO") with
respect to the Offer. The Schedule TO shall contain  (included as an exhibit) or
shall  incorporate  by reference an offer to purchase  (the "Offer to Purchase")
and a form of the related letter of transmittal  (the "Letter of  Transmittal"),
as well as all other  information  and exhibits  required by law (which Schedule
TO, Offer to Purchase,  Letter of  Transmittal  and such other  information  and
exhibits,  together with any supplements or amendments thereto,  are referred to
herein collectively as the "Offer Documents"). The Company and its counsel shall
be given the opportunity to review and comment upon the Offer Documents prior to
their  filing  with the  Commission.  The  Offer  Documents  will  comply in all
material respects with the provisions of applicable federal securities laws and,
on the date filed with the  Commission  and the date  first  published,  sent or
given to the Company's shareholders, shall not contain any untrue statement of a
material fact or omit to state any material  fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they  are  made,  not  misleading,  except  that no
representation  is made by Parent or Purchaser  with respect to any  information
supplied by the Company or its officers,  directors or affiliates in writing for
inclusion in the Offer Documents or any amendment or supplement thereto.  If, at
any time prior to the expiration or  termination of the Offer,  any event occurs
that should be described in an amendment or supplement  to the Offer  Documents,
Parent  and  Purchaser  will,  and  Parent  will cause  Purchaser  to,  file and
disseminate,  as  required,  an amendment or  supplement  which  complies in all
material respects with the Exchange Act and the rules and regulations thereunder
and any other  applicable  laws.  Prior to its filing with the  Commission,  the
amendment  or  supplement  shall be delivered to the Company and its counsel and
the Company and its counsel shall be given the  opportunity to comment  thereon.
The written  information  supplied or to be supplied by Parent and Purchaser for
inclusion in the Proxy  Statement and the Schedule  14D-9 (as defined in Section
1.02 hereof) of the Company will not contain any untrue  statement of a material
fact  or omit to  state  any  material  fact  necessary  in  order  to make  the
statements  made, in light of the  circumstances  under which they are made, not
misleading.  Each of Parent and Purchaser  agrees to provide the Company and its
counsel  with  copies of any  written  comments  Parent and  Purchaser  or their
counsel may receive from the  Commission  or its staff with respect to the Offer
Documents  promptly  after the receipt of such  comments  and shall  provide the
Company and its  counsel an  opportunity  to  participate,  including  by way of
discussions  with the  Commission  or its staff,  in the  response of Parent and
Purchaser to such comments.

          (c) Parent  shall  provide or cause to be provided to  Purchaser  on a
timely basis the funds  necessary to accept for payment,  and pay for any Shares
that Purchaser becomes obligated to accept for payment, and pay for, pursuant to
the Offer.

          1.02 Company Actions.

          (a) The Company  hereby  approves of and consents to the Offer and the
Merger and represents that:

          (I) its Board of Directors,  based on the unanimous  recommendation of
the Special  Committee  (at a meeting  duly called and held) has (i)  determined
that each of the  Agreement,  Offer and the  Merger is fair to,  and in the best
interest of, the holders of Shares, (ii) approved this Agreement, the Offer, the
Merger and the Voting  and  Tender  Agreement  and  approved  and  adopted  this
Agreement,  and the  transactions  contemplated  hereby,  in accordance with the
provisions of the Florida Business Corporation Act (the "FBCA"), (iii) taken the
actions contemplated by Section 3.01(q) of this Agreement,  and (iv) recommended
the  acceptance of the Offer and the approval and adoption of this Agreement and
the Merger by the  shareholders  of the Company;  provided,  however,  that such
recommendation  may be  withdrawn,  modified  or amended as  provided in Section
4.07;  and (II)  Allen &  Company  Incorporated  has  delivered  to the Board of
Directors  of the Company its opinion that the  consideration  to be received by
the holders of Common  Stock (other than Parent and  Purchaser)  pursuant to the
Offer and the  Merger is fair to the  holders of Common  Stock from a  financial
point of view, subject to the assumptions and  qualifications  contained in such
opinion.

          (b) The Company shall file with the Commission, as soon as practicable
after the commencement of the Offer, a Solicitation/Recommendation  Statement on
Schedule  14D-9  (together  with all amendments  and  supplements  thereto,  the
"Schedule  14D-9")  containing  the  recommendations  referred to in  subsection
1.02(a)  hereof and shall  disseminate  the  Schedule  14D-9 as required by Rule
14d-9  under the  Exchange  Act,  and shall  mail,  or cause to be mailed,  such
Schedule 14D-9 to the shareholders of the Company, to the extent practicable, at
the same time the Offer  Documents are first mailed to the  shareholders  of the
Company,  together with such Offer Documents;  provided,  however,  that nothing
contained in this Agreement shall restrict the Board of Directors of the Company
from withdrawing,  modifying or amending such  recommendation or other action in
accordance  with Section  4.07.  Parent and Purchaser and their counsel shall be
given the  opportunity  to review and comment on the Schedule 14D-9 prior to its
filing with the  Commission.  The  Schedule  14D-9 will  comply in all  material
respects with the provisions of applicable  federal  securities laws and, on the
date filed with the Commission and on the date first published, sent or given to
the Company's shareholders, shall not contain any untrue statement of a material
fact or omit to state  any  material  fact  required  to be  stated  therein  or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not  misleading,  except that no  representation  is
made by the Company with respect to information  supplied by Parent or Purchaser
or their  officers,  directors  or  affiliates  in writing for  inclusion in the
Schedule  14D-9.  If at any time prior to the  expiration or  termination of the
Offer,  any event occurs which should be described in an amendment or supplement
to the Schedule 14D-9 or any amendment or supplement  thereto,  the Company will
file and disseminate,  as required, an amendment or supplement which complies in
all  material  respects  with the  Exchange  Act and the rules  and  regulations
thereunder  and  any  other  applicable  laws.  Prior  to its  filing  with  the
Commission,  the  amendment or  supplement  shall be delivered to Parent and its
counsel  and Parent and its  counsel  shall be given an  opportunity  to comment
thereon.  The written information  supplied or to be supplied by the Company for
inclusion  in the Offer  Documents  will not contain any untrue  statement  of a
material fact or omit to state any material fact  necessary in order to make the
statements  made, in light of the  circumstances  under which they are made, not
misleading.  The  Company  agrees to  provide  Parent and its  counsel  with any
comments the Company or its counsel may receive from the Commission or its staff
with respect to the Schedule  14D-9  promptly after the receipt of such comments
and  shall  provide  Parent  and its  counsel  an  opportunity  to  participate,
including  by way of  discussions  with  the  Commission  or its  staff,  in the
response of the Company to such comments.

          (c) In connection  with the Offer,  the Company will promptly  furnish
Purchaser  with mailing  labels,  security  position  listings and any available
listing  or  computer  list  containing  the names and  addresses  of the record
holders of the Common  Stock as of the most  recent  practicable  date and shall
furnish Purchaser with such additional information  (including,  but not limited
to, updated lists of holders of Common Stock and their addresses, mailing labels
and lists of security  positions) and such other  assistance as Purchaser or its
agents  may  reasonably  request  in  communicating  the Offer to the  Company's
shareholders. Subject to the requirements of applicable law, and except for such
steps  as are  necessary  to  disseminate  the  Offer  Documents  and any  other
documents  necessary  to  consummate  the Merger,  Parent,  Purchaser  and their
respective affiliates, associates, agents, and advisors, shall keep confidential
and use the information contained in any such labels, listings and files only in
connection  with the  Offer  and the  Merger  and,  if this  Agreement  shall be
terminated,  will deliver to the Company all copies of such  information then in
their possession.

          1.03  Composition  of  the  Board  of  Directors.  Promptly  upon  the
acceptance for payment of, and payment by Purchaser in accordance with the Offer
for,  any Shares,  and from time to time  thereafter  as Shares are  acquired by
Purchaser,  Purchaser shall be entitled to designate such number of directors on
the Board of Directors of the Company,  rounded up to the next whole number,  as
will give  Purchaser,  subject to compliance  with Section 14(f) of the Exchange
Act and Rule  14f-1  promulgated  thereunder,  representation  on such  Board of
Directors equal to at least that number of directors which equals the product of
the total number of directors  on the Board of Directors  (giving  effect to the
directors  elected  pursuant to this  sentence)  multiplied  by a fraction,  the
numerator  of which  shall be the number of Shares so  accepted  for payment and
paid  for or  otherwise  acquired  or  owned  by  Parent  or  Purchaser  and the
denominator  of which shall be the number of shares of Common  Stock then issued
and outstanding, and the Company and its Board of Directors shall, at such time,
use its reasonable efforts to cause Purchaser's designees to be appointed to the
Company's  Board  of  Directors.  In no  event  shall  there  be less  than  two
Independent  Directors  (as  hereinafter  defined)  on the  Company's  Board  of
Directors.  Subject  to  applicable  law,  the  Company  shall  take all  action
requested by Parent which is reasonably  necessary to effect any such  election,
including  mailing to its shareholders an information  statement  containing the
information  required  by  Section  14(f) of the  Exchange  Act and  Rule  14f-1
promulgated  thereunder,  and the Company  agrees to make such  mailing with the
mailing of the Schedule  14D-9,  so long as Purchaser shall have provided to the
Company  on a  timely  basis  all  information  required  to be  included  in an
information  statement  with respect to  Purchaser's  designees.  In furtherance
thereof, the Company will increase the size of the Company's Board of Directors,
or use its reasonable  efforts to secure the resignation of directors,  or both,
as is necessary to permit  Purchaser's  designees to be elected to the Company's
Board of Directors. Following the election of any Purchaser's designees pursuant
to this  Section 1.03 and prior to the  Effective  Time,  any  amendment of this
Agreement  or the  Articles  of  Incorporation  or By-Laws of the  Company,  any
termination  of this  Agreement by the Company,  any extension by the Company of
the  time  for  the  performance  of any of the  obligations  or  other  acts of
Purchaser or waiver of any of the Company's  rights  hereunder shall require the
concurrence  of a majority of the  directors  of the Company  then in office who
neither are Parent nor Purchaser's designees nor are employees of the Company or
any of its Subsidiaries (the "Independent Directors"). The Independent Directors
shall have the  authority  to retain  such  counsel  and other  advisors  at the
expense of the Company as are  reasonably  appropriate  to the exercise of their
duties in connection with this Agreement. In addition, the Independent Directors
shall have the authority to institute any action,  on behalf of the Company,  to
enforce performance of this Agreement.

                                   ARTICLE II

                         THE MERGER AND RELATED MATTERS

          2.01 The Merger.  On the terms and subject to the  conditions  of this
Agreement and in accordance  with the applicable  provisions of the FBCA, at the
Effective Time (as defined  below),  Purchaser shall be merged with and into the
Company and the separate  corporate  existence of Purchaser shall cease, and the
Company shall continue as the surviving  corporation under the laws of the State
of  Florida  under  the  name of  "Travel  Services  International,  Inc."  (the
"Surviving Corporation").

          2.02  Closing.  The closing of the Merger (the  "Closing")  shall take
place at the  offices  of White & Case  LLP,  at 200 South  Biscayne  Boulevard,
Miami,  Florida,  at 10:00 a.m.,  local time,  on a date to be  specified by the
parties  hereto,  which  shall be no later  than the second  Business  Day after
satisfaction  or waiver  of all the  conditions  set forth in  Article V hereof,
unless another date or place is agreed to in writing by the parties hereto.

          2.03  Effective  Time. As soon as practicable on or after the Closing,
Purchaser  and the  Company  will cause  articles of merger  (the  "Articles  of
Merger") to be filed with the Department of State of the State of Florida in the
manner required by Section 607.1105 of the FBCA, and the parties shall take such
other  and  further  actions  as may be  required  by law  to  make  the  Merger
effective.  The Merger shall  become  effective at the time when the Articles of
Merger  have  been  duly  filed  with the  Department  of State of the  State of
Florida. The time the Merger becomes effective in accordance with applicable law
is referred to as the  "Effective  Time" and the date on which the Merger become
effective in  accordance  with  applicable  law is referred to as the  Effective
Date.

          2.04 Effect of Merger.  From and after the Effective  Time, the Merger
shall have the effects set forth in Section 607.1106 of the FBCA.

          2.05  Directors  and  Officers of the  Surviving  Corporation.  At the
Effective  Time, the directors of Purchaser  immediately  prior to the Effective
Time shall be the directors of the Surviving Corporation, each of such directors
to  hold  office,  subject  to the  applicable  provisions  of the  Articles  of
Incorporation  and By-Laws of the Surviving  Corporation,  until the next annual
shareholders'  meeting of the Surviving  Corporation and until their  respective
successors  shall be duly elected or appointed and  qualified.  At the Effective
Time, the officers of the Company immediately prior to the Effective Time shall,
subject to the  applicable  provisions  of the  Articles  of  Incorporation  and
By-Laws  of  the  Surviving  Corporation,  be  the  officers  of  the  Surviving
Corporation until their respective successors shall be duly elected or appointed
and qualified.

          2.06 Conversion of Stock. At the Effective Time:

          (a) Each Share then issued and outstanding  (other than (i) any Shares
then held by  Purchaser or Parent,  all of which shall be cancelled  and none of
which shall  receive any payment  with  respect  thereto and (ii) Shares held by
Dissenting  Shareholders (as defined in Section 2.07 hereof) shall, by virtue of
the  Merger  and  without  any  action  on the part of the  holder  thereof,  be
converted  into and  represent  the right to receive an amount in cash,  without
interest,  equal to the price  paid for each  Share  pursuant  to the Offer (the
"Merger  Consideration") upon surrender,  in the manner provided in Section 2.08
hereof, of the certificate that formerly evidenced such Share; and

          (b) Each share of common stock, par value $.01 per share, of Purchaser
then  issued and  outstanding  shall,  by virtue of the Merger and  without  any
action  on  the  part  of  the  holder  thereof,   become  one  fully  paid  and
nonassessable   share  of  common  stock,  $.01  par  value,  of  the  Surviving
Corporation.

          2.07  Dissenting  Stock.Notwithstanding  anything in this Agreement to
the contrary  (including,  without limitation,  Section 2.06 hereof) but only to
the  extent  required  by the  FBCA,  Shares  that are  issued  and  outstanding
immediately  prior to the  Effective  Time and are held by holders of Shares who
comply with all the  provisions of the FBCA  concerning  the right of holders of
Common Stock to dissent from the Merger and require an appraisal of their shares
of Common Stock (the "Dissenting  Shareholders") shall not be converted into the
right to receive the Merger  Consideration but shall become the right to receive
such  consideration  as may be determined to be due such Dissenting  Shareholder
pursuant to Section 607.1320 of the FBCA;  provided,  that (i) if any Dissenting
Shareholder shall subsequently deliver a written withdrawal of his or her demand
for appraisal (with the written  approval of the Surviving  Corporation,  to the
extent  permitted by the FBCA), or (ii) if any Dissenting  Shareholder  fails to
establish and perfect,  or shall have effectively  withdrawn or lost, his or her
entitlement  to appraisal  rights as provided by applicable  law or (iii) to the
extent  permitted by the FBCA, if within the time period  prescribed by the FBCA
neither any Dissenting  Shareholder  nor the Surviving  Corporation  has filed a
petition  demanding a  determination  of the value of the shares of common stock
outstanding  at the  Effective  Time and  held by  Dissenting  Shareholders,  in
accordance   with   applicable   law,  then  such   Dissenting   Shareholder  or
Shareholders,  as the case may be, shall  forfeit the right to appraisal of such
shares and such shares shall thereupon be deemed to have been converted into the
right to receive,  as of the Effective Time, the Merger  Consideration,  without
interest.  The Company shall give Parent and Purchaser (A) notice of any written
demands  for  appraisal,  withdrawals  of demands  for  appraisal  and any other
related  instruments  received by the Company and (B) the  opportunity to direct
all  negotiations  and  proceedings  with respect to demands for appraisal.  The
Company  will not  voluntarily  make any payment with respect to any demands for
appraisal and will not, except with the prior written consent of Parent,  settle
or offer to settle any demand.

          2.08 Surrender of Certificates.

          (a)  Concurrently  with or prior to the Effective  Time,  Parent shall
designate a bank or trust company  located in the United  States and  reasonably
acceptable  to the  Company to act as paying  agent  (the  "Paying  Agent")  for
purposes of making the cash payments contemplated by Section 2.06(a). As soon as
practicable  after the  Effective  Time,  Parent shall or shall cause the Paying
Agent to mail and/or make available to each holder of a certificate  theretofore
evidencing  shares of Common Stock a notice and letter of  transmittal  advising
such  holder  of  the   effectiveness  of  the  Merger  and  the  procedure  for
surrendering  to  the  Paying  Agent  such  certificate  or  certificates  which
immediately  prior to the Effective Time  represented  outstanding  Common Stock
(the  "Certificates")  in exchange for the Merger  Consideration  deliverable in
respect thereof pursuant to this Article II. Upon the surrender for cancellation
to the Paying Agent of such Certificates, together with a letter of transmittal,
duly executed and completed in accordance with the instructions thereon, and any
other  items  specified  by the letter of  transmittal,  the Paying  Agent shall
promptly pay to the Person (as defined in Section 7.14 hereof)  entitled thereto
the Merger Consideration  deliverable in respect thereof.  Until so surrendered,
each Certificate shall be deemed, for all corporate  purposes,  to evidence only
the right to receive upon such surrender the Merger Consideration deliverable in
respect thereof to which such Person is entitled pursuant to this Article II. No
interest shall be paid or accrued in respect of such cash payments.

          (b) If the Merger  Consideration  (or any  portion  thereof)  is to be
delivered  to a Person  other  than the  Person in whose  name the  Certificates
surrendered in exchange therefor are registered,  it shall be a condition to the
payment of the Merger  Consideration  that the Certificates so surrendered shall
be properly endorsed or accompanied by appropriate stock powers and otherwise in
proper form for transfer,  that such  transfer  otherwise be proper and that the
Person  requesting  such  transfer pay to the Paying Agent any transfer or other
taxes payable by reason of the foregoing or establish to the satisfaction of the
Paying Agent that such taxes have been paid or are not required to be paid.

          (c) In the event any  Certificate  shall  have  been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the Person  claiming
such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in
exchange for such lost, stolen or destroyed Certificate the Merger Consideration
deliverable in respect thereof as determined in accordance with this Article II;
provided,  that, the Person to whom the Merger Consideration is paid shall, as a
condition  precedent to the payment  thereof,  give the Surviving  Corporation a
bond  in  such  sum  as it may  direct  or  otherwise  indemnify  the  Surviving
Corporation  in a manner  satisfactory  to it against any claim that may be made
against the Surviving  Corporation  with respect to the  Certificate  claimed to
have been lost, stolen or destroyed.

          2.09 Payment.  Concurrently with or immediately prior to the Effective
Time,  Parent shall cause  Purchaser to, and Purchaser  shall,  deposit in trust
with the Paying Agent cash in United States dollars in an aggregate amount equal
to the aggregate Merger Consideration to which holders of shares of Common Stock
upon  consummation  of the Merger are entitled  (such  amount being  hereinafter
referred to as the  "Payment  Fund").  The Payment Fund shall be invested by the
Paying Agent as directed by Parent in direct  obligations  of the United States,
obligations  for which the full faith and credit of the United States is pledged
to provide for the payment of principal and interest,  commercial paper rated of
the highest  quality by Moody's  Investors  Services,  Inc. or Standard & Poor's
Ratings Group or certificates of deposit, bank repurchase agreements or bankers'
acceptances  of a  commercial  bank  having  at least  $1,000,000,000  in assets
(collectively  the "Permitted  Investments")  or in money market funds which are
invested in Permitted  Investments,  and any net earnings  with respect  thereto
shall be paid to Parent as and when requested by Parent. The Paying Agent shall,
pursuant to irrevocable  instructions,  make the payments referred to in Section
2.06 hereof out of the Payment Fund.  The Payment Fund shall not be used for any
other purpose except as otherwise  agreed to by Parent.  Promptly  following the
date which is six months after the Effective Time, the Paying Agent shall return
to the Surviving Corporation all cash, certificates and other instruments in its
possession  that  constitute  any  portion of the Payment  Fund,  and the Paying
Agent's duties shall  terminate.  Thereafter,  each holder of a Certificate  may
surrender  such  Certificate  to  the  Surviving  Corporation  and  (subject  to
applicable  abandoned  property,  escheat and similar  laws) receive in exchange
therefor the Merger Consideration,  without interest,  but shall have no greater
rights  against the Surviving  Corporation  or Purchaser than may be accorded to
general  creditors of the Surviving  Corporation or Parent under applicable law.
Notwithstanding  the  foregoing,  neither the Paying  Agent nor any party hereto
shall  be  liable  to a  holder  of  shares  of  Common  Stock  for  any  Merger
Consideration  delivered to a public official  pursuant to applicable  abandoned
property, escheat and similar laws.

          2.10 No Further Rights of Transfers.  At and after the Effective Time,
each holder of a Certificate  shall cease to have any rights as a shareholder of
the Company,  except for, in the case of a holder of a  Certificate  (other than
shares to be canceled pursuant to Section 2.06(a) hereof,  and other than shares
held by Dissenting  Shareholders)  the right to surrender his or her Certificate
in  exchange  for  payment  of the  Merger  Consideration,  or in the  case of a
Dissenting  Shareholder,  to perfect his or her right to receive payment for his
or her shares pursuant to the FBCA if such holder has validly  perfected and not
withdrawn  his or her right to receive  payment  for his or her  shares,  and no
transfer of Shares shall be made on the stock  transfer  books of the  Surviving
Corporation.  Certificates  presented  to the  Surviving  Corporation  after the
Effective  Time shall be  canceled  and  exchanged  for cash as provided in this
Article II. At the close of business on the day of the Effective  Time the stock
ledger of the Company with respect to Common Stock shall be closed.

          2.11 Stock Option and Other Plans.  Prior to the Effective  Time,  the
Board of Directors of the Company (or, if  appropriate,  any committee  thereof)
shall adopt appropriate  resolutions and use its reasonable  efforts to take all
other  actions  necessary  to provide  for the  cancellation,  effective  at the
Effective  Time, of all the  outstanding  stock options to purchase Common Stock
(the  "Options")  heretofore  granted under any stock option plan of the Company
(the "Stock Plans").  Immediately prior to the Effective Time, the Company shall
use its  reasonable  efforts  to ensure  that each  Option,  whether or not then
vested or exercisable, shall no longer be exercisable for the purchase of shares
of Common  Stock but shall  entitle each holder  thereof,  in  cancellation  and
settlement therefor, to payments in cash (subject to any applicable  withholding
taxes, the "Cash  Payment"),  at the Effective Time, equal to the product of (x)
the total number of shares of Common Stock subject to such Option whether or not
then vested or exercisable and (y) the excess of the Merger  Consideration  over
the exercise  price per share of Common Stock subject to such Option,  each such
Cash Payment to be paid to each holder of an outstanding Option at the Effective
Time. As provided herein, the Company shall use its reasonable efforts to ensure
that the Stock Plans shall terminate as of the Effective Time and the provisions
of any Employee Benefit Plan (as defined in Section  3.01(i))  providing for the
issuance or grant of shares of the capital stock of the Company shall be deleted
as of the Effective  Time. The Company will take all reasonable  steps to ensure
that neither the Company nor any of its  Subsidiaries is or will be bound by any
Options, other options,  warrants,  rights or agreements which would entitle any
Person,  other than Parent or its  affiliates,  to own or  purchase  any capital
stock of the Surviving Corporation or any of its subsidiaries.  The Company will
use its reasonable efforts to obtain any necessary consents to ensure that after
the Effective Time, the only rights of the holders of Options to purchase shares
of Common  Stock in respect of such  Options will be to receive the Cash Payment
in cancellation and settlement thereof.

          2.12  Articles of  Incorporation  of the  Surviving  Corporation.  The
Articles of Incorporation of the Company,  as in effect immediately prior to the
Effective  Time,  shall  be the  Articles  of  Incorporation  of  the  Surviving
Corporation  until  thereafter duly amended as provided by law and such Articles
of Incorporation,  provided,  that, such Articles of Incorporation  shall at all
times be in accordance with the provisions of Section 4.11 hereof.

          2.13 By-Laws of the Surviving Corporation. The By-Laws of the Company,
as in effect  immediately  prior to the Effective Time,  shall be the By-Laws of
the Surviving  Corporation  until thereafter duly amended as provided by law and
such By-Laws.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

          3.01 Representations and Warranties of the Company. The Company hereby
represents and warrants to Parent and Purchaser that, except as disclosed in the
Commission  Filings or  (subject  to the proviso  below) the  disclosure  letter
delivered  by the Company to the Parent and  Purchaser  upon  execution  of this
Agreement (the "Company  Disclosure  Letter"),  provided that items disclosed in
one section of the Company  Disclosure  Letter shall be deemed disclosed on each
other  section of the Company  Disclosure  Letter to the extent that such matter
would  reasonably  be expected to be pertinent to such other section in light of
the disclosure made on the first section:

          (a) Due  Organization,  Good Standing and Corporate Power. Each of the
Company and its Subsidiaries is a corporation  duly organized,  validly existing
and in good standing under the laws of the jurisdiction of its incorporation and
each such  corporation  has all requisite  corporate power and authority to own,
lease and  operate  its  properties  and to carry on its  business  as now being
conducted.  Each of the  Company  and its  Subsidiaries  is  duly  qualified  or
licensed to do business and is in good  standing in each  jurisdiction  in which
the  property  owned,  leased or  operated  by it or the nature of the  business
conducted by it makes such  qualification or licensing  necessary,  except where
such failure to be so qualified or licensed and in good standing  would not, and
would not be reasonably  likely to, have a Material  Adverse Effect.  As used in
this Agreement,  "Material  Adverse Effect" means any material adverse effect on
the business, results of operation or financial condition of the Company and its
Subsidiaries,  taken as a whole,  but shall not  include  any  changes,  events,
effects or  circumstances  (i)  arising in  connection  with the  consideration,
announcement or performance of the transactions  contemplated by this Agreement,
(ii)  affecting  the economy  generally or affecting  generally  any industry in
which the Company or any of its  Subsidiaries  operates,  or (iii) affecting the
securities markets generally.

          (b)  Authorization  and  Validity  of  Agreement.  The Company has the
corporate power and authority to execute and deliver this Agreement and, subject
to obtaining  shareholder  approval as required by Section 607.1103 of the FBCA,
to  perform  its  obligations  hereunder  and  to  consummate  the  transactions
contemplated  hereby. The execution,  delivery and performance of this Agreement
by the Company,  and the  consummation  by it of the  transactions  contemplated
hereby,  have  been  duly  authorized  by its  Board of  Directors  and no other
corporate  action on the part of the  Company  is  necessary  to  authorize  the
execution,  delivery and  performance  of this  Agreement by the Company and the
consummation  of the  transactions  contemplated  hereby  (other  than  (i)  any
required  approval  by  the  Company's   shareholders  in  connection  with  the
consummation  of the  Merger,  (ii) the filing and  recordation  of  appropriate
merger  documents as required by the FBCA and (iii) the other items set forth in
Section  3.01(d)).  This  Agreement  has been duly executed and delivered by the
Company and, subject to obtaining  shareholder approval and assuming the due and
valid authorization, execution and delivery hereof by Parent and Purchaser, is a
valid and binding obligation of the Company  enforceable  against the Company in
accordance with its terms,  except to the extent that its  enforceability may be
subject to applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
similar laws  affecting the  enforcement of creditors'  rights  generally and by
general equitable principles.

          (c)  Capitalization.  (i) The authorized  capital stock of the Company
consists of  50,000,000  shares of Common Stock,  1,900,331  shares of which are
designated as restricted  voting stock, and 1,000,000 shares of preferred stock.
As of February 17, 2000, (1)  13,985,086  shares of Common Stock were issued and
outstanding,  of which 1,340,205 shares were designated restricted voting stock,
(2)  2,717,315  shares of Common Stock were  reserved  for issuance  pursuant to
outstanding  Options  granted under the Stock Plans,  (3) no shares of preferred
stock were  issued  and  outstanding,  and (4) no shares of Common  Stock and no
shares  of  preferred  stock  were  held,  in the  aggregate,  by the  Company's
Subsidiaries.  All issued and outstanding  shares of Common Stock have been duly
authorized,  validly  issued  and are fully paid and  nonassessable  and are not
subject to, nor were they issued in violation of, any preemptive rights.  Except
as set forth in Section 3.01(c) there are not as of the date hereof,  and at the
Effective  Time there  will not be,  any  outstanding  or  authorized  shares of
capital stock of the Company, options, warrants, rights,  subscriptions,  claims
of any character, agreements, rights of redemption,  convertible or exchangeable
securities,  or other commitments,  contingent or otherwise,  relating to Common
Stock or any other shares of capital stock of the Company, pursuant to which the
Company is or may become  obligated to issue shares of Common  Stock,  any other
shares of its capital stock or any  securities  convertible  into,  exchangeable
for, or evidencing  the right to subscribe  for, any shares of the capital stock
of the Company.

               (ii) The Company  Disclosure  Letter  lists all of the  Company's
Subsidiaries.  All of the  outstanding  shares of capital  stock or other equity
interests of each of the Company's  Subsidiaries  have been duly  authorized and
validly issued, are fully paid and  nonassessable,  are not subject to, nor were
they issued in violation of, any preemptive rights, and are owned, of record and
beneficially,  by the  Company or one of its  direct or  indirect  wholly  owned
Subsidiaries,  and except for liens held by Bank of America in  connection  with
the Existing Credit Facility (as defined in Section 4.03(b)),  free and clear of
all  liens,  encumbrances,  options or claims  whatsoever.  No shares of capital
stock of any of the Company's  Subsidiaries  are reserved for issuance and there
are no  outstanding  or authorized  options,  warrants,  rights,  subscriptions,
claims  of  any  character,  agreements,   obligations,  rights  of  redemption,
convertible or  exchangeable  securities,  or other  commitments,  contingent or
otherwise,  relating to the capital stock of any  Subsidiary,  pursuant to which
such Subsidiary is or may become  obligated to issue any shares of capital stock
of such  Subsidiary or any securities  convertible  into,  exchangeable  for, or
evidencing the right to subscribe for, any shares of such Subsidiary. Except for
restrictions  under  applicable law, there are no restrictions of any kind which
prevent the payment of dividends  by any of the  Company's  Subsidiaries  to the
Company.  The Company does not own,  directly or indirectly,  any capital stock,
equity or ownership  interest in any Person (other than the Subsidiaries  listed
on the  Disclosure  Schedule) that has any material  assets or  liabilities  and
neither the Company nor any of its  Subsidiaries is subject to any obligation or
requirement to provide material funds for or to make any material investment (in
the form of a loan or capital contribution) to or in any Person.

          (d)  Consents  and  Approvals;  No  Violations.  In the  event (i) the
filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as  amended  (the  "HSR  Act"),  are  made  and any  applicable  waiting  period
thereunder  has been  terminated or has expired,  (ii) the  requirements  of the
Exchange Act relating to the Proxy  Statement and the Offer,  the Securities Act
and the  various  "blue sky laws" are met,  (iii) the filing of the  Articles of
Merger and other appropriate  merger documents,  if any, as required by the FBCA
are properly made, (iv) any required  approval by the Company's  shareholders in
connection with the consummation of the Merger is received, and (v) filings with
the Nasdaq National Market are properly made, the execution and delivery of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  hereby  will not:  (1) violate any  provision  of the  Articles of
Incorporation or By-Laws of the Company or the comparable governing documents of
any of its Subsidiaries, in each case, as amended; (2) violate any law, statute,
ordinance, rule, regulation, order or decree of any court or of any governmental
or regulatory body, agency or authority  applicable to the Company or any of its
Subsidiaries  or by which any of their  respective  properties  or assets may be
bound;  (3)  require  on the part of the  Company  any filing  with,  or permit,
consent or  approval  of, or the giving of any  notice to, any  governmental  or
regulatory body, agency or authority; or (4) result in a violation or breach of,
conflict with,  constitute (with or without due notice or lapse of time or both)
a default (or give rise to any right of  termination,  amendment,  cancellation,
payment or acceleration)  under, or result in the creation of any lien, security
interest,  charge  or  encumbrance  (each  an  "Encumbrance")  upon  any  of the
properties or assets of the Company or any of its Subsidiaries under, any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, license,
franchise,  permit, agreement, lease, franchise agreement or other instrument or
obligation  to which the Company or any of its  Subsidiaries  is a party,  or by
which it or any of their  respective  properties or assets are bound except,  in
the  case of  clauses  (2),  (3) and (4)  above,  for any such  filing,  permit,
consent,  approval,  the  failure  to obtain or make  which,  and except for any
breach,  violation  or  Encumbrance  which,  would  not  have and  would  not be
reasonably  likely to have a Material Adverse Effect on the Company or would not
prevent or materially  delay,  and would not be reasonably  likely to prevent or
materially  delay,  the  consummation of the  transactions  contemplated by this
Agreement.

          (e) Company Reports and Financial  Statements.  Since January 1, 1998,
the Company has filed all forms, reports, schedules and documents, with the Com-
mission  required to be filed by it pursuant to the federal  securities laws and
the  Commission  rules and  regulations  thereunder  (as such  reports have been
amended since the date of their filing, collectively, the "Commission Filings").
Except to the extent  amended or  superseded  by a  subsequent  filing  with the
Commission  made prior to the date hereof,  as of their  respective  dates,  the
Commission  Filings (a) did not contain any untrue  statement of a material fact
or omit to state a material fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading,  or (b)  complied  in all  material  respects  with  the
applicable  requirements of the Exchange Act and the Securities Act, as the case
may be, and the applicable  rules and regulations of the Commission  thereunder.
None of the  Company's  Subsidiaries  is  required  to file any forms,  reports,
schedules or other  documents with the Commission  under the Exchange Act or the
Securities  Act.  The  financial  statements  of  the  Company  included  in the
Commission Filings (collectively,  the "Financial Statements"),  complied, as of
the respective  dates of filing with the  Commission,  in all material  respects
with applicable accounting  requirements and the published rules and regulations
of the Commission  with respect  thereto,  have been prepared in accordance with
generally  accepted  accounting  principles  ("GAAP") (as in effect from time to
time) applied on a consistent basis in all material respects,  (except as may be
indicated  therein or in the notes or schedules  thereto and except, in the case
of unaudited interim  statements,  as may be permitted under the Exchange Act or
the  Securities  Act)  and  fairly  present,  in  all  material  respects,   the
consolidated financial position of the Company and its consolidated Subsidiaries
as of the dates thereof and the results of their  operations and changes in cash
flows  for the  periods  then  ended  (subject,  in the  case  of the  unaudited
financial  statements,  to the  absence of notes and normal  recurring  year-end
audit adjustments).

          (f) Absence of Certain  Changes.  Except as otherwise  contemplated by
this  Agreement,  since December 31, 1999, (i) the Company and its  Subsidiaries
have, in all material  respects,  conducted their respective  businesses only in
the ordinary  course,  (ii) neither the Company nor any of its  Subsidiaries has
taken any of the actions restricted by Sections  4.03(b)(i),  (ii), (iii), (iv),
(v),  (viii),  (ix), (xi), (xii) and (xiv) or (c), and (iii) the Company and its
Subsidiaries have not suffered any change constituting a Material Adverse Effect
or that would be reasonably likely to have a Material Adverse Effect.

          (g)  Compliance  with Laws.  The Company and its  Subsidiaries  are in
compliance with all applicable laws, regulations,  orders, judgments and decrees
(other than with respect to taxes,  Environmental  Laws,  employee  benefits and
federal  securities  laws,  which are the  subject of  specific  representations
contained  in this  Agreement)  except  where the failure to so comply would not
have, and would not reasonably be expected to have, a Material Adverse Effect on
the Company and would not,  and would not be  reasonably  likely to,  prevent or
materially delay consummation of the transactions contemplated by this Agreement
and no  written  notice  or claim has been  received  by the  Company  or to the
Company's  knowledge,  has been  filed,  commenced  or,  threatened  against the
Company alleging or investigating any violation or potential violation of any of
the foregoing,  except alleged violations that individually or in the aggregate,
would not have,  and would not be reasonably  likely to have a Material  Adverse
Effect. All licenses,  permits and approvals required under such laws, rules and
regulations  are in full force and effect except where the failure to be in full
force and effect would not have,  and would not be reasonably  likely to have, a
Material Adverse Effect.

          (h)  Litigation.  There is no action,  suit,  proceeding  at law or in
equity,  or any  arbitration  or any  administrative  or other  proceeding by or
before  (or  to  the  knowledge  of  the  Company  any   investigation  by)  any
governmental or other instrumentality or agency,  pending against the Company or
any of its Subsidiaries,  or any of their properties or rights which would have,
or would  reasonably  be  expected  to have,  a Material  Adverse  Effect on the
Company or would, or would be reasonably  likely to, prevent or materially delay
consummation of the  transactions  contemplated  by this Agreement.  Neither the
Company  nor any of its  Subsidiaries  (nor any of their  respective  assets) is
subject to any judgment,  order,  decree or settlement  agreement entered in any
lawsuit,  proceeding or investigation which would, or would be reasonably likely
to,  have a  Material  Adverse  Effect  on the  Company  or  would,  or would be
reasonably   likely  to,  prevent  or  materially  delay   consummation  of  the
transactions contemplated by this Agreement.

          (i) Employee Benefit Plans.  Section 3.01(i) of the Company Disclosure
Letter  contains  a true and  complete  list of any  material  bonus,  incentive
compensation,  deferred compensation, pension, profit sharing, retirement, stock
purchase,  stock option,  stock ownership,  stock appreciation  rights,  phantom
stock,  cafeteria,  life  insurance,  health,  accident,  disability,  or  other
insurance,  severance,  separation  or other  employee  benefit plan, or policy,
including, but not limited to, any "employee benefit plan" within the meaning of
Section 3(3) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA"),  contributed to, maintained or sponsored by the Company or any of its
Subsidiaries,  or with  respect to which the Company or any of its  Subsidiaries
has any liability or potential liability, and under which any employee or former
employee,  or director or  independent  agent or  independent  contractor of the
Company or any of its  Subsidiaries  or any beneficiary  thereof is covered,  is
eligible for coverage or has benefits (each, an "Employee Benefit Plan"). Except
to the extent that any breach of the representations set forth in this sentence,
individually  or in the  aggregate,  would not have, and would not reasonably be
expected to have, a Material  Adverse  Effect on the Company:  (i) each Employee
Benefit  Plan is in  compliance  with  applicable  law and has at all times been
administered  and operated in all respects in  accordance  with its terms;  (ii)
each  Employee  Benefit  Plan which is  intended  to be  "qualified"  within the
meaning of Section 401(a) of the Internal  Revenue Code of 1986, as amended (the
"Code"),   has  received  a  favorable   determination   letter   regarding  its
tax-qualified status, from the Internal Revenue Service and, to the knowledge of
the Company , no event has occurred  and no condition  exists which would result
in the revocation of any such  determination,  (iii) no Employee Benefit Plan is
subject to Section  412 of the Code or Section  302 of ERISA or covered by Title
IV of ERISA;  (iv)  neither the  Company or any  Person,  who is, or at any time
within  the  six-year  period  ending  on the date  hereof  was,  a member  of a
controlled  group  (within  the meaning of Section  412(n)(6)  of the Code) that
includes,  or at any time within the six-year  period  ending on the date hereof
included, the Company or any Subsidiary or any predecessor of the foregoing, has
incurred,  and no  circumstances  exist pursuant to which they would  reasonably
expect to incur,  any  unsatisfied  liability  under (A) Title IV of ERISA,  (B)
Chapter  43 of the Code or (C)  Section  502(i) or (l) of ERISA;  (v)  except as
described in Section 3.01(i) of the Company  Disclosure Letter, no benefit under
any Employee  Benefit  Plan,  including,  without  limitation,  any severance or
parachute payment plan or agreement,  will be established or become accelerated,
vested  or  payable  by  reason  of  any  transaction  contemplated  under  this
Agreement;  (vi) no tax has been  incurred  under  Section  511 of the Code with
respect to any Employee Benefit Plan (or trust or other funding vehicle pursuant
thereto);  (vii) no Employee  Benefit Plan  provides  welfare  benefit  coverage
beyond the termination of an employee's employment, except as required by Part 6
of Subtitle B of Title I of ERISA or Section 4980B of the Code  ("COBRA") or any
State laws requiring  continuation of benefits coverage following termination of
employment;  (viii) no liability,  claim,  action or litigation,  has been made,
commenced  or,  to the  Company's  knowledge,  threatened  with  respect  to any
Employee  Benefit  Plan (other than routine  claims for benefits  payable in the
ordinary course, and appeals of denied such claims);  and (ix) all contributions
to Employee  Benefit  Plans that were  required to be made on or before the date
hereof  under such  Employee  Benefit  Plans have been  made,  and all  benefits
accrued under any unfunded Employee Benefit Plan that is a deferred compensation
plan or pension plan within the meaning of Section 3(2) of ERISA have been paid,
accrued or otherwise  adequately  reserved in accordance with GAAP, all of which
accruals under such unfunded  Employee Benefit Plans are as disclosed in Section
3.01(i) of the Company Disclosure Letter.

          (j) Taxes.  (a) Except to the extent  that the  failure to do so would
not have,  and would not be  reasonably  expected  to have,  a Material  Adverse
Effect on the  Company,  each of the Company and its  Subsidiaries  has properly
filed or caused to be properly filed all federal,  state,  local and foreign tax
returns and tax reports  which are  required to be filed by, or with respect to,
each of the  Company  and its  Subsidiaries  on or prior to the  Effective  Date
(taking  into  account any  extension of time to file granted to or on behalf of
the Company or such  Subsidiary)  (collectively,  the "Returns").  Except to the
extent  that the  failure  to be would  not have,  and  would not be  reasonably
expected to have, a Material Adverse Effect on the Company, all such Returns are
true, correct and complete. Except to the extent that the failure to do so would
not, and would not be reasonably  likely to, have a Material  Adverse  Effect on
the Company, all federal, state, local and foreign income,  profits,  franchise,
gross receipts, payroll, sales, employment, use, property,  withholding,  excise
and other taxes,  duties or assessments of any nature whatsoever  (together with
all  interest,  penalties  and  additions  imposed with respect to such amounts)
("Taxes")  due and payable by the Company  including all amounts shown to be due
on any Return have been  properly  paid or fully  provided  for on the books and
records of the Company in  accordance  with GAAP,  and except to the extent that
the following  would not have,  and would not  reasonably be expected to have, a
Material Adverse Effect on the Company and its  Subsidiaries,  taken as a whole:
(i) there are no written waivers in effect of the applicable statutory period of
limitation for Taxes of the Company for any taxable  period,  (ii) no deficiency
assessment  or proposed  adjustment  with  respect to any tax  liability  of the
Company for any taxable  period is pending or, to the  knowledge of the Company,
threatened, (iii) there are no outstanding requests by the Company or any of its
Subsidiaries for any ruling of the U.S.  Internal Revenue Service ("IRS");  (iv)
there are no liens  for  Taxes  (other  than for  current  Taxes not yet due and
payable for which adequate  reserves have been  established  in accordance  with
GAAP) on the assets of the Company or any of its  Subsidiaries;  (v) neither the
Company  nor any of its  Subsidiaries  is a party to or  bound by any  agreement
providing  for the  allocation or sharing of Taxes with any entity which is not,
either directly or indirectly, a Subsidiary of the Company; and (vi) neither the
Company nor any of its Subsidiaries has been a member of any "affiliated  group"
(as defined in section  1504(a) of the Code) or has any  liability  for Taxes of
any  Person  other  than  the  Company  or any  Subsidiary  as a  transferee  or
successor, by Contract, or otherwise.

          (k) Intellectual  Properties.  Except as would not have, and would not
reasonably be expected to have, a Material  Adverse  Effect on the Company , the
Company  and its  Subsidiaries  own free and clear of all  liens or have  valid,
binding and enforceable rights to use all U.S. and foreign patents,  trademarks,
trade names,  service marks,  service  names,  domain names,  URLs,  copyrights,
registrations and applications  therefor and licenses or other rights in respect
thereof,  computer  technology  (including  all  computer  hardware,   software,
databases,  systems and embedded chips,  (collectively,  "Computer Technology"))
trade secrets,  proprietary  information,  inventions,  know-how,  processes and
procedures  ("Intellectual  Property") necessary to carry on the business of the
Company  or its  Subsidiaries,  without  any known  conflict  with the rights of
others.  To the  knowledge  of the  Company,  the conduct of the business of the
Company and its Subsidiaries,  and the use by them of the Intellectual Property,
do not infringe any rights of any Person that would have, or would reasonably be
expected  to have,  a Material  Adverse  Effect on the  Company  and neither the
Company nor any of its  Subsidiaries has received any notice in writing from any
other person pertaining to or challenging the right of the Company or any of its
Subsidiaries  to own or use any  Intellectual  Property,  except with respect to
rights the loss of which, individually or in the aggregate,  would not have, and
would not  reasonably  be  likely  to have,  a  Material  Adverse  Effect on the
Company.

          (l) Proxy Statement and Schedule 14D-9. The definitive proxy statement
and related materials,  if any (or any amendment thereof or supplement thereto),
to be  furnished to the holders of Common  Stock in  connection  with the Merger
pursuant  to Section  4.04 hereof  (the  "Proxy  Statement")  will comply in all
material respects with the Exchange Act and the rules and regulations thereunder
and any other  applicable  laws. If at any time prior to the Effective  Time any
event occurs which  should be  described  in an amendment or  supplement  to the
Proxy  Statement,  the  Company  will  file and  disseminate,  as  required,  an
amendment  or  supplement  which  complies  in all  material  respects  with the
Exchange Act and the rules and regulations  thereunder and any other  applicable
laws. Prior to its filing with the Commission, the amendment or supplement shall
be delivered to Parent and its counsel.  None of the information supplied by the
Company in writing for inclusion in the Proxy Statement,  will, at the date such
information  is  mailed  to  the  Company's  shareholders,  contain  any  untrue
statement of a material  fact or omit to state any material  fact required to be
stated  therein in order to make the  statements  made therein,  in light of the
circumstance under which they are made, not misleading.

          (m) Broker's or Finder's Fee. Except for Allen & Company  Incorporated
(whose  fees and  expenses  will be paid by the Company in  accordance  with the
Company's  agreement  with  such  firm,  a copy of which has been  delivered  to
Parent), no agent, broker, Person or firm acting on behalf of the Company is, or
will be, entitled to any broker's, financial advisor's, finder's fees or similar
fee from any of the parties hereto, or from any Person  controlling,  controlled
by, or under common control with any of the parties  hereto,  in connection with
this Agreement or any of the transactions contemplated hereby.

          (n) Environmental Laws and Regulations. Except as would not, and would
not  reasonably be likely to, have a Material  Adverse Effect on the Company and
its Subsidiaries, taken as a whole:

               (i) Hazardous Materials have not been generated, used, treated or
          stored on any Company  Property by the Company,  except for quantities
          used  or  stored  at  such  Company   Property  in   compliance   with
          Environmental   Laws  and  required  in  connection  with  the  normal
          operations and maintenance of such Company Property.

               (ii) Hazardous Materials have not been Released or disposed of on
          any Company Property by the Company, except for quantities released or
          disposed of on such Company Property in compliance with  Environmental
          Laws  and  required  in  connection  with  the  normal  operation  and
          maintenance of such Company Property.

               (iii) The Company and its  Subsidiaries  are in  compliance  with
          Environmental  Laws and the  requirements of permits issued under such
          Environmental Laws with respect to any Company Property.

               (iv) There are no pending or, to the  knowledge  of the  Company,
          threatened  Environmental  Claims  against  the  Company,  any  of its
          Subsidiaries or, any Company Property.

               (v)  To  the  best  knowledge  of  the  Company,   there  are  no
          underground storage tanks located on any Company Property.

          As used in this Section  3.01(n),  the following  terms shall have the
meanings set forth below:

               (i) "Company  Property" means any real property and  improvements
          owned,  leased (as lessee or  lessor),  operated  or  occupied  by the
          Company or any of its Subsidiaries at any time.

               (ii) "Hazardous  Materials"  means (a) any petroleum or petroleum
          products, radioactive materials, asbestos in any form that is friable,
          urea  formaldehyde  foam insulation,  polychlorinated  biphenyls,  and
          radon gas; and (b) any chemicals,  materials or substances  defined as
          or included in the  definition of "hazardous  substances,"  "hazardous
          wastes,"  "hazardous  materials,"  "extremely  hazardous  substances,"
          "restricted hazardous wastes," "toxic substances," "toxic pollutants,"
          or words of similar import, under any applicable Environmental Law and
          (c) any  other  substance  prohibited  or  regulated  pursuant  to the
          provisions of any Environmental Law.

               (iii)  "Environmental  Law"  means  any  federal,  state or local
          statute,  law, rule,  regulation,  ordinance,  code, policy or rule of
          common law in effect  and in each case as amended as of the  Effective
          Date, and any judicial or administrative  interpretation thereof as of
          the Effective Date,  including any judicial or  administrative  order,
          consent  decree or  judgment,  relating  to the  environment,  health,
          safety   or   Hazardous   Materials,   including   the   Comprehensive
          Environmental  Response,  Compensation,  and Liability Act of 1980, as
          amended,  42 U.S.C.  ss. 9601 et seq.; the Resource  Conservation  and
          Recovery  Act, as  amended,  42 U.S.C.  ss. 6901 et seq.;  the Federal
          Water Pollution  Control Act, as amended,  33 U.S.C. ss. 1251 et seq.;
          the Toxic  Substances  Control  Act, 15 U.S.C.  ss. 2601 et seq.;  the
          Clean Air Act, 42 U.S.C. ss. 7401 et seq.; the Occupational Safety and
          Health Act, 29 U.S.C. ss. 651 et seq.; the Safe Drinking Water Act, 42
          U.S.C.  ss. 300f et seq.; the Oil Pollution Act of 1990, 33 U.S.C. ss.
          2701 et seq.; and their state and local counterparts and equivalents.

               (iv) "Environmental  Claims" means administrative,  regulatory or
          judicial  actions,  suits,  demands,  demand letters,  claims,  liens,
          notices of non-compliance or violation,  investigations or proceedings
          relating  in any way to any  Environmental  Law or any  permit  issued
          under  any such Law  (hereafter  "Claims"),  including  (a)  Claims by
          governmental  or  regulatory  authorities  for  enforcement,  cleanup,
          removal,  response,  remedial or other actions or damages  pursuant to
          any  applicable  Environmental  Law, and (b) Claims by any third party
          seeking  damages,   contribution,   indemnification,   cost  recovery,
          compensation or injunctive  relief resulting from Hazardous  Materials
          or arising from alleged  injury or threat of injury to health,  safety
          or the environment.

               (v) "Release" means disposing, discharging,  injecting, spilling,
          leaking, leaching,  dumping, emitting,  escaping,  emptying,  seeping,
          placing  and the  like,  into or upon any  land or  water  or air,  or
          otherwise entering into the environment.

          (o)  State   Takeover   Statutes  .  Assuming   the  accuracy  of  the
representations of the Purchaser contained in Section 3.02(e) of this Agreement,
the Board of Directors of the Company has  approved the Offer,  the Merger,  the
Voting and  Tender  Agreement  and this  Agreement  and  Sections  607.0901  and
607.0902 of the FBCA are inapplicable to the Offer, the Merger,  this Agreement,
the Voting and Tender Agreement and the other transactions  contemplated by this
Agreement and the Voting and Tender Agreement.  In the event the Special Meeting
is  required  to approve  the Merger and the  adoption  of this  Agreement,  the
approval of the holders of a majority of the outstanding  shares of Common Stock
is the only vote  required  to  approve  the  Merger  and the  adoption  of this
Agreement.

          (p) Opinion of Financial Advisor. The Company has received the opinion
of Allen & Company  Incorporated,  to the  effect  that,  as of the date of this
Agreement,  the  consideration to be received in the Offer and the Merger by the
Company's  shareholders  (other  than  Purchaser  and  Parent)  is  fair  to the
Company's shareholders from a financial point of view and a copy of such opinion
has been, or will be, delivered to Parent and Purchaser.

          (q) Rights Agreement.  The Board of Directors of the Company has taken
all  necessary  action to  authorize,  and the Company  has taken,  or will take
promptly,  and  notwithstanding  any  other  provision  of this  Agreement  will
continue  to take  promptly,  all  necessary  action to (i)  render  the  Rights
Agreement  inapplicable  with  respect  to the  Offer,  the  Voting  and  Tender
Agreement  and the Merger and (ii) ensure that (A) neither  Purchaser nor any of
its Affiliates (as defined in the Rights Agreement) or Associates (as defined in
the Rights Agreement) is considered to be an Acquiring Person (as defined in the
Rights  Agreement)  and (B)  provisions of the Rights  Agreement,  including the
occurrence of a Distribution Date (as defined in the Rights Agreement),  are not
and shall not be triggered by reason of the  announcement or consummation of the
Offer, the Voting and Tender Agreement or the Merger.

          (r)  Material  Contracts.  There  exists no default on the part of the
Company or any of its Subsidiaries  under any material  contract or agreement to
which the Company or any of its Subsidiaries is a party, except for such default
which would not, and would be reasonably  likely not to, have a Material Adverse
Effect on the Company.

          3.02  Representations and Warranties of Parent and Purchaser.  Each of
Parent and Purchaser represents and warrants to the Company as follows:

          (a) Due  Organization;  Good  Standing and  Corporate  Power.  Each of
Parent and Purchaser is a corporation  duly organized,  validly existing and, to
the extent  applicable,  in good standing under the laws of its  jurisdiction of
incorporation.  Each of Parent and Purchaser has all requisite  corporate  power
and  authority  to own,  lease and  operate its  properties  and to carry on its
business as now being conducted  except where the failure to have such power and
authority,  individually  or in the  aggregate,  would not prevent or materially
delay the  consummation  of the  transactions  contemplated  by this  Agreement.
Purchaser  was formed  solely for the purpose of  engaging  in the  transactions
contemplated by this Agreement,  has engaged in no other business activities and
has  conducted  its  operations  only  as  contemplated  hereby.  Purchaser  has
previously  delivered to the Company correct and complete copies of the articles
of  incorporation  and by-laws (or other  comparable  charter or  organizational
documents) of Purchaser.

          (b)  Authorization  and  Validity  of  Agreement.  Each of Parent  and
Purchaser  has the  corporate  power and  authority  to execute and deliver this
Agreement,   to  perform  its  obligations   hereunder  and  to  consummate  the
transactions  contemplated  hereby.  The execution,  delivery and performance of
this Agreement by Parent and Purchaser,  and the consummation by each of them of
the transactions  contemplated hereby, have been duly authorized by the Board of
Directors  of  Parent  and the  Board  of  Directors  and  sole  shareholder  of
Purchaser.  No other corporate  action on the part of either Parent or Purchaser
is necessary to  authorize  the  execution,  delivery  and  performance  of this
Agreement by each of Parent and Purchaser and the  consummation  by each of them
of the transactions  contemplated  hereby (other than, in the case of Purchaser,
the filing and  recordation of appropriate  merger  documents as required by the
FBCA).  This  Agreement  has been duly  executed  and  delivered  by Parent  and
Purchaser and is a valid and binding obligation of each of Parent and Purchaser,
enforceable  against each of Parent and Purchaser in accordance  with its terms,
except  that  such   enforcement  may  be  limited  by  applicable   bankruptcy,
insolvency,   reorganization,   moratorium  or  other  similar  laws   affecting
creditors' rights generally, and general equitable principles.

          (c)  Consents  and  Approvals;  No  Violations.  In the  event (i) the
filings  required under the HSR Act are made and any  applicable  waiting period
thereunder  has been  terminated or has expired,  (ii) the  requirements  of the
Exchange Act relating to the Proxy Statement and the Offer and the various "blue
sky laws" are met,  and (iii) the  filing of the  Articles  of Merger  and other
appropriate merger documents, if any, as required by the FBCA, the execution and
delivery of this  Agreement  by Parent and  Purchaser  and the  consummation  by
Parent and  Purchaser  of the  transactions  contemplated  hereby will not:  (1)
violate any  provision  of the charter  documents  of Parent or the  Articles of
Incorporation or By-Laws of Purchaser; (2) violate any statute, ordinance, rule,
regulation,  order or decree of any court or of any  governmental  or regulatory
body,  agency or authority  applicable to Parent or Purchaser or by which either
of their  respective  properties or assets may be bound;  (3) require any filing
with,  or  permit,  consent or  approval  of, or the giving of any notice to any
governmental  or  regulatory  body,  agency  or  authority;  or (4)  result in a
violation or breach of, conflict with, constitute (with or without due notice or
lapse of time or both) a  default  (or give  rise to any  right of  termination,
cancellation  or  acceleration)   under,  or  result  in  the  creation  of  any
Encumbrance  upon any of the  properties or assets of Parent or Purchaser or any
of their subsidiaries  under, any of the terms,  conditions or provisions of any
note, bond, mortgage, indenture, license, franchise, permit, agreement, lease or
other  instrument  or  obligation  to which  Parent or Purchaser or any of their
subsidiaries  is a party,  or by which they or their  respective  properties  or
assets may be bound except,  in the cases of clauses (2), (3) and (4) above, for
any such filing, permit, consent, approval, the failure to obtain or make which,
and except for any breach,  violation or Encumbrance which, would not prevent or
materially  delay   consummation  of  the  transactions   contemplated  by  this
Agreement.

          (d) Broker's or Finder's Fee. Except for Deutsche Bank Securities Inc.
(whose fees and expenses as financial  advisor to Parent and  Purchaser  will be
paid by Parent or Purchaser),  no agent, broker, Person or firm acting on behalf
of Parent  or  Purchaser  is, or will be,  entitled  to any fee,  commission  or
broker's or finder's  fees from any of the  parties  hereto,  or from any Person
controlling,  controlled  by, or under  common  control  with any of the parties
hereto,   in  connection  with  this  Agreement  or  any  of  the   transactions
contemplated hereby.

          (e) Parent Not an Affiliated  Shareholder.  As of the date hereof, (i)
neither  Parent nor any of its  affiliates  is, with respect to the Company,  an
"interested shareholder" as such term is defined in Section 607.0901 of the FBCA
and (ii) Parent and its  subsidiaries  collectively  hold directly or indirectly
less than 1% of the outstanding voting shares of the Company.

          (f)  Financing.  Parent  will  provide,  or cause to be  provided,  to
Purchaser  sufficient funds to consummate the Offer and the Merger in accordance
with  this  Agreement  and to make  all  other  necessary  payments  of fees and
expenses  required  to be  paid  by  Parent  and  Purchaser  to  consummate  the
transactions contemplated hereby.

                                   ARTICLE IV

                      TRANSACTIONS PRIOR TO EFFECTIVE DATE

          4.01 Access to  Information  Concerning  Properties  and Records.  (a)
During  the period  commencing  on the date  hereof and ending on the  Effective
Date,  the  Company  shall,  and shall cause each of its  Subsidiaries  to, upon
reasonable  notice,  afford Parent,  Purchaser,  and their officers,  employees,
counsel,   accountants,   consultants  and  other  authorized   representatives,
reasonable  access  during  normal  business  hours  to the  properties,  books,
contracts,  commitments  and records of the Company  and its  Subsidiaries.  The
Company shall,  and shall cause each of its Subsidiaries to, furnish promptly to
Parent and Purchaser (a) a copy of each report, schedule, registration statement
and other  document  filed by it or any of its  Subsidiaries  during such period
pursuant to the  requirements  of Federal or state  securities  laws and (b) all
other information concerning its or its Subsidiaries'  business,  properties and
personnel as Purchaser may reasonably request.

          4.02  Confidentiality.  Unless otherwise required by law or regulation
(including  stock exchange  rules) and until the Appointment  Date,  information
obtained  by Parent and  Purchaser  and their  respective  officers,  employees,
counsel, accountants,  consultants and other authorized representatives pursuant
to Section 4.01 hereof shall be subject to the provisions of the Confidentiality
Agreement   between  the  Company  and  Parent  dated   January  11,  2000  (the
"Confidentiality Agreement").

          4.03  Conduct of the  Business  of the Company  Pending the  Effective
Date. The Company agrees that, except as permitted, required or contemplated by,
or otherwise  described in this Agreement or otherwise  consented to or approved
by Parent in  writing  (which  consent  or  approval  shall not be  unreasonably
withheld,  conditioned  or delayed),  during the period  commencing  on the date
hereof  and  ending  on the  earlier  of (x)  the  date of  termination  of this
Agreement in accordance with Article VI hereof and (y) the time the designees of
Parent have been  elected to, and shall  constitute  a majority of, the Board of
Directors  of the  Company  pursuant to Section  1.03  hereof (the  "Appointment
Date"):

          (a) the  Company  and  each of its  Subsidiaries  will  conduct  their
respective  operations  only  according  to their  ordinary  course of  business
consistent with past practice, or current plans, and will use their commercially
reasonable   efforts  to  preserve  in  all  material  respects  their  business
organizations,  keep  available the services of their officers and key employees
and maintain their existing  relationships with material  customers,  suppliers,
distributors,  licensors,  clients and others having business relationships with
them;

          (b) except as permitted,  required or  contemplated by this Agreement,
neither the Company nor any of its Subsidiaries shall: (i) make any change in or
amendment to its Articles of Incorporation  or By-Laws (or comparable  governing
documents);  (ii)  authorize for issuance,  issue,  sell or deliver (or agree or
commit to issue, sell or deliver),  whether pursuant to the issuance or granting
of  options,  warrants,  commitments,   subscriptions,  rights  to  purchase  or
otherwise,  any shares of its capital stock (other than in  connection  with the
exercise of Options  outstanding  on the date  hereof);  (iii) sell or pledge or
agree to sell or pledge any stock owned by it in any of its  Subsidiaries or any
other  entity in which it has an  equity  interest;  (iv)  acquire  (by  merger,
consolidation,  or  acquisition  of stock or assets or  otherwise)  any material
corporation,  partnership or other business or division  thereof;  (v) except in
the ordinary course of business and except to the extent required under existing
employee and director benefit plans,  agreements or arrangements as in effect on
the date of this Agreement,  (a) increase the compensation or fringe benefits of
any of its  directors,  officers  or  employees,  (b)  grant  any  severance  or
termination  pay not  currently  required  to be paid under  existing  severance
plans,  (c) enter into any  employment,  consulting  or  severance  agreement or
arrangement  with any  present or former  director,  officer or  employee of the
Company or any of its Subsidiaries, or (d) establish, adopt, enter into or amend
or  terminate  any  collective  bargaining,   bonus,  profit  sharing,   thrift,
compensation,  stock option,  restricted stock,  pension,  retirement,  deferred
compensation,  employment,  termination,  severance  or other  plan,  agreement,
trust, fund, policy or arrangement for the benefit of any directors, officers or
employees;  (vi) except in the  ordinary  course of business,  transfer,  lease,
license,  guarantee,  sell, mortgage, pledge, dispose of, encumber or subject to
any lien, any material assets or incur or modify any  indebtedness  for borrowed
money (other than  indebtedness  incurred under the Amended and Restated  Credit
Agreement,  dated as of July 30,  1999,  between the Company and Bank of America
(the  "Existing  Credit  Facility"));  (vii) make any  material  tax election or
settle or compromise  any material tax  liability;  (viii) except as required by
applicable law or generally accepted accounting  principles,  make any change in
its method of accounting;  (ix) adopt a plan of complete or partial liquidation,
dissolution,  merger,  consolidation,  restructuring,  recapitalization or other
reorganization  of the Company or any of its  Subsidiaries  not  constituting an
inactive  Subsidiary  (other  than the  Merger);  (x) make any  material  loans,
advances or capital  contributions  to, or investment in, any other Person other
than to any  Subsidiary  of the  Company;  (xi)  declare,  set  aside or pay any
dividends on, or make or cause to be made any other distributions in respect of,
any of its  capital  stock or other  equity  securities  or any  interest in any
Person other than dividends and distributions by a direct or indirect Subsidiary
of the Company to its parent;  (xii)  split,  combine or  reclassify  any of its
capital  stock or issue or  authorize  the issuance of any other  securities  in
respect  of, in lieu of or in  substitution  for  shares of its  capital  stock;
(xiii) enter into any  agreement  providing for the  acceleration  of payment or
performance or other  consequences as a result of the transactions  contemplated
hereby or any other  change  of  control  of the  Company  except to the  extent
permitted under Section 4.07;  (xiv) purchase,  redeem or otherwise  acquire any
shares of capital stock of the Company or any Subsidiary or any rights, warrants
or options to acquire any such shares or other  securities;  (xv) enter into any
contract or commitment with respect to capital expenditures  (individually or in
the aggregate) in an amount in excess of $2 million over the aggregate  budgeted
amount for all capital expenditures of the Company and its Subsidiaries taken as
a whole, (xvi) other than in the ordinary course of business,  cancel,  amend or
modify, in any material respect, any material contract or agreement to which the
Company  or any of its  Subsidiaries  is a party  or  enter  into  any  material
contract, or (xvii) agree, in writing or otherwise, to take any of the foregoing
actions.

          (c)  The  Company   shall  not,  and  shall  not  permit  any  of  its
Subsidiaries to purchase or acquire, or offer to purchase or acquire, any shares
of capital stock of the Company.

          4.04  Proxy  Statement.  If  shareholder  approval  of the  Merger  is
required  by law, as promptly  as  practicable  after the  purchase of shares of
Common  Stock  pursuant  to the  Offer,  the  Company  will  prepare  and file a
preliminary  Proxy  Statement  with the  Commission  and will use its reasonable
efforts to respond to the comments of the Commission in connection therewith and
to furnish all  information  required to prepare the definitive  Proxy Statement
(including,  without limitation,  financial  statements and supporting schedules
and certificates and reports of independent public  accountants).  Purchaser and
the Company will cooperate with each other in connection with the preparation of
the Proxy Statement.  Without  limiting the generality of the foregoing,  Parent
and  Purchaser  will  furnish to the  Company  the  information  relating  to it
required by the  Exchange Act to be set forth in the Proxy  Statement.  Promptly
after the purchase of shares of Common Stock pursuant to the Offer,  if required
by the FBCA to  consummate  the Merger,  the Company  will cause the  definitive
Proxy  Statement  to be  mailed  to the  shareholders  of the  Company  and,  if
necessary,  after the  definitive  Proxy  Statement  shall  have been so mailed,
promptly circulate amended,  supplemental or supplemented proxy material and, if
required in connection therewith, resolicit proxies.

          4.05 Shareholder Approval.

          (a) Promptly  after the purchase of shares of Common Stock pursuant to
the Offer, if required by the FBCA to consummate the Merger, the Company, acting
through its Board of Directors,  shall,  in accordance with applicable law, duly
call,  convene and hold a special  meeting of the  holders of Common  Stock (the
"Special  Meeting") for the purpose of voting upon this Agreement and the Merger
and the Company  agrees that this Agreement and the Merger shall be submitted at
such special  meeting.  The Company shall use its reasonable  efforts to solicit
from its shareholders  proxies, and, subject always to the fiduciary obligations
of the Company's  directors under  applicable law as determined in good faith by
them  after  consulting  with  outside  counsel,  shall  take all  other  action
necessary  and  advisable,  to  secure  the  vote of  shareholders  required  by
applicable law to obtain the approval for this Agreement and the Merger. Subject
to the fiduciary  obligations of the Company's directors under applicable law as
determined  in good faith by them after  consulting  with outside  counsel,  the
Company agrees that it will include in the Proxy Statement the recommendation of
its Board of  Directors  that  holders of Common  Stock  approve  and adopt this
Agreement and approve the Merger.  Parent and Purchaser will cause all shares of
Common  Stock  owned by them and  their  affiliates  to be voted in favor of the
Merger.

          (b) Notwithstanding  the foregoing,  in the event that Purchaser shall
acquire at least 80% of the  outstanding  Company  Common Stock  pursuant to the
Offer, the Company agrees, at the request of Purchaser, subject to Article V, to
take all  necessary  and  appropriate  action  to cause  the  Merger  to  become
effective as soon as reasonably  practicable after such  acquisition,  without a
meeting of the Company's  shareholders,  in accordance with Section  607.1104 of
the FBCA.

          4.06  Reasonable  Efforts.  (a)  Subject  to the terms and  conditions
provided  herein,  each of the Company and Parent and Purchaser  shall,  and the
Company  shall  cause  each of its  Subsidiaries  to,  cooperate  and use  their
respective  commercially  reasonable  efforts to take, or cause to be taken, all
appropriate  action,  and to make, or cause to be made,  all filings  necessary,
proper or advisable under applicable laws and regulations to consummate and make
effective the transactions  contemplated by this Agreement,  including,  without
limitation,  their  respective  reasonable  efforts  to  obtain,  prior  to  the
Effective  Date, all licenses,  permits,  consents,  approvals,  authorizations,
qualifications  and orders of governmental  authorities and parties to contracts
with the Company and its  Subsidiaries as are necessary for  consummation of the
transactions contemplated by this Agreement and to fulfill the conditions to the
Offer and the Merger.

          (b) Prior to the Closing,  each party shall promptly  consult with the
other  parties  hereto  with  respect to and,  subject  to such  confidentiality
agreements  as may be  reasonably  necessary  or  requested,  will  provide  any
necessary  information  with  respect to and provide the other (or its  counsel)
copies of, all filings made by such party with any governmental authority or any
other  information  supplied  by  such  party  to a  governmental  authority  in
connection  with  this  Agreement  and  the  transactions  contemplated  by this
Agreement.   Each  party  hereto  shall   promptly   inform  the  other  of  any
communication from any governmental  authority regarding any of the transactions
contemplated by this Agreement unless otherwise  prohibited by law. If any party
hereto or affiliate  thereof  receives a request for  additional  information or
documentary  material from any such  governmental  authority with respect to the
transactions  contemplated by this  Agreement,  then such party will endeavor in
good faith to make, or cause to be made, as soon as reasonably  practicable  and
after  consultation with the other party, an appropriate  response in compliance
with such  request.  To the extent that  transfers  of permits are required as a
result of  execution  of this  Agreement  or  consummation  of the  transactions
contemplated  hereby, the Company shall use its commercially  reasonable efforts
to effect such transfers.

          (c) Notwithstanding the foregoing,  nothing in this Agreement shall be
deemed to  require  Parent,  Purchaser  or the  Company  to defend  against  any
litigation  brought  by  any  governmental  authority  seeking  to  prevent  the
consummation of the transactions contemplated hereby.

          4.07 No Solicitation of Other Offers.

          (a) The Company will notify Parent and Purchaser promptly,  and in any
event  within one  Business  Day  following  the date of receipt  thereof by the
Company (or if received,  or  requested  or initiated or continued  with someone
other than the  Company  when  knowledge  thereof is  actually  obtained  by the
Company), if, on or after the date of this Agreement, any proposals are received
by, any  information is requested  from, or any  negotiations or discussions are
sought to be  initiated or  continued  with the Company or any of its  officers,
directors,  employees,  investment  bankers,  attorneys,  accountants  or  other
agents, in each case in connection with any Acquisition Proposal (as hereinafter
defined) or the possibility or consideration  of making an Acquisition  Proposal
("Acquisition  Proposal Interest")  indicating,  in connection with such notice,
the name of the Person  making  such  Acquisition  Proposal or  indicating  such
Acquisition  Proposal  Interest and the  material  terms and  conditions  of any
proposals  or offers.  Subject to  Sections  4.07(b),  (c) and (d),  the Company
agrees that it will  immediately  cease and cause to be terminated  any existing
activities,  discussions or negotiations with any parties  conducted  heretofore
with respect to any Acquisition Proposal or Acquisition  Proposal Interest.  The
Company  agrees that it shall keep Parent and Purchaser  informed,  on a current
basis,  of the  status  and  material  terms  of  any  Acquisition  Proposal  or
Acquisition Proposal Interest.

          "Acquisition  Proposal"  shall  mean any  proposal  or offer  from any
Person or group relating to any direct or indirect  acquisition or purchase of a
substantial amount of assets of the Company or any of its Subsidiaries or of all
or any  portion 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  all or any  portion of any class of
equity  securities  of the  Company  or any of  its  Subsidiaries,  any  merger,
consolidation,   business   combination,   recapitalization,    liquidation   or
dissolution  involving the Company or any of its Subsidiaries or any transaction
or series  of  transactions  having  similar  economic  effect,  other  than the
transactions contemplated by this Agreement.

          (b) Except as provided in Section 4.07(c), the Company,  from the date
of this Agreement until the earlier of the termination of this Agreement and the
Effective  Time,  will not,  nor shall it  authorize  or  permit  its  officers,
directors,  employees,  to (and the  Company  will use  commercially  reasonable
efforts  to ensure  that such  persons  and the  Company's  investment  bankers,
attorneys,  accountants  and other agents do not),  directly or  indirectly  (i)
initiate,  solicit  or  knowingly  encourage,  or  knowingly  take any action to
facilitate  the  making  of,  any  offer or  proposal  which  constitutes  or is
reasonably  likely to lead to any  Acquisition  Proposal,  (ii)  enter  into any
agreement with respect to any Acquisition  Proposal, or (iii) in the event of an
unsolicited  Acquisition  Proposal for the Company,  engage in  negotiations  or
discussions  with, or provide any information or data to, any Person (other than
Parent,  any of its affiliates or  representatives)  relating to any Acquisition
Proposal;  provided,  however that nothing  contained in this Section 4.07 shall
prohibit the Company or the Board of Directors from (A) taking and disclosing to
the  Company's  shareholders  its  position  with respect to an offer by a third
party pursuant to Rules 14d-9 and 14e-2  promulgated under the Exchange Act, (B)
making such  disclosure to the Company's  shareholders as the Board of Directors
determines in good faith, after receipt of advice from outside legal counsel, is
required under  applicable law or (C) otherwise  complying with their  fiduciary
duties to shareholders.

          (c) Notwithstanding the foregoing, the Company may furnish information
concerning  its  business,  properties  or assets to any  Person  pursuant  to a
confidentiality agreement with terms no less favorable to the Company than those
contained  in the  Confidentiality  Agreement  (as from time to time  amended or
waived) and may negotiate and participate in discussions and  negotiations  with
such Person  concerning an Acquisition  Proposal if (x) such entity or group has
on an unsolicited  basis  submitted a bona fide written  proposal to the Company
relating to any such transaction which the Board of Directors determines in good
faith,  after receiving advice from a nationally  recognized  investment banking
firm, is (or could result in) a transaction superior to the Offer and the Merger
and (y) in the good faith opinion of the Board of Directors,  after consultation
with outside legal counsel,  providing such information or access or engaging in
such discussions or negotiations is in the best interests of the Company and its
shareholders and failure to provide such information or access or engage in such
discussion or negotiations  is  inconsistent  with the exercise of the fiduciary
duties  of the  Board  under  applicable  law  (an  Acquisition  Proposal  which
satisfies  clauses (x)  (without  regard to the phrase in  parentheses)  and (y)
being referred to herein as a "Superior Proposal").  The Company shall promptly,
and in any event  within  one  Business  Day  following  receipt  of a  Superior
Proposal,  notify  Parent of the receipt  thereof.  The Company  shall  promptly
provide to Parent any  material  non-public  information  regarding  the Company
provided to any other party which was not previously provided to Parent.

          (d) Except as set forth herein, neither the Board of Directors nor any
committee  thereof  permitted by law to do so shall (i)  withdraw or modify,  or
propose  (publicly  or to a third  party) to withdraw  or modify,  in any manner
adverse to Parent or Purchaser,  the approval or recommendation by such Board of
Directors or any such committee of the Offer, this Agreement or the Merger, (ii)
approve or  recommend  or propose  (publicly  or to a third party) to approve or
recommend,  any  Acquisition  Proposal  or  (iii)  enter  into  any  acquisition
agreement with respect to, or any other agreement which would approve,  adopt or
effect,  any  Acquisition  Proposal (other than a  confidentiality  agreement as
contemplated by Section 4.07(c)).  Notwithstanding  the foregoing,  the Board of
Directors  may (I)  withdraw  or modify its  approval or  recommendation  of the
Offer,  this  Agreement  or the Merger to the extent where not to do so would be
inconsistent  with the Board's  fiduciary  duties under  applicable law and (II)
approve or recommend a Superior Proposal, or enter into an acquisition agreement
with respect to, or any other agreement which would approve,  adopt or effect, a
Superior  Proposal,  in the case of either clause (I) or (II), at any time after
the third  business day following  the  Company's  delivery to Parent of written
notice  advising  Parent  that the Board of  Directors  intends to enter into an
agreement with respect to a Superior Proposal.

          4.08 Notification.  The Company shall give prompt notice to Parent and
Parent  shall give  prompt  notice to the  Company,  of (a) the  occurrence  (or
non-occurrence) of any event the occurrence (or  non-occurrence) of which would,
or would  reasonably  be expected  to, cause  either (i) any  representation  or
warranty of such party contained in this Agreement to be untrue or inaccurate in
any material  respect at any time from the date hereof to the Effective  Time or
(ii)  any  condition  set  forth in Annex A to be  unsatisfied  in any  material
respect at any time from the date hereof to the date Purchaser  purchases Shares
pursuant  to the Offer  (except  to the extent  any such  condition  refers to a
specific date) and (b) any material failure of the Company, Purchaser or Parent,
as the case may be, or any  officer,  director,  employee or agent  thereof,  to
comply with any covenant,  condition or agreement to be complied with, satisfied
or performed by it hereunder; provided, however, that the delivery of any notice
pursuant to this Section  4.08 shall not limit or otherwise  affect the remedies
available  hereunder to the party  receiving such notice or the  representations
and  warranties  of the  parties or the  conditions  to the  obligations  of the
parties hereto.

          4.09 HSR Act. The Company and Purchaser  shall, as soon as practicable
and in any event within five business days from the date of this Agreement, file
Notification  and  Report  Forms  under  the  HSR Act  with  the  Federal  Trade
Commission  (the "FTC") and the Antitrust  Division of the Department of Justice
(the  "Antitrust  Division")  and shall use their  best  efforts  to  respond as
promptly as practicable to all inquiries  received from the FTC or the Antitrust
Division,  including without limitation a request for additional  information or
documentation.

          4.10 Employee Benefits.

          (a) Until December 31, 2000, Purchaser and its affiliates shall ensure
that all employees and officers of the Company and its Subsidiaries  receive (i)
the salary or wage level and bonus  opportunity,  to the extent  applicable,  at
least equal to that in effect  immediately  prior to the date  hereof,  and (ii)
benefits and other terms and  conditions  of employment  that are  substantially
comparable in the aggregate to the benefits and terms and conditions received by
such individuals  immediately prior to the date hereof. Subject to the preceding
sentence,  nothing  contained in this Agreement shall require  Purchaser and its
affiliates  to  provide   comparable   awards  of   equity-based   compensation.
Notwithstanding  the foregoing,  following the Effective Time, the Purchaser may
terminate the  employment  of any employee  (subject,  for any such  termination
prior to January 1, 2001,  to the payment of severance  benefits  payable to the
employee in connection with such termination under any plan,  practice or policy
of the Company or any of its  Subsidiaries  and full payment and satisfaction of
the employee's rights under any employment agreement).  Until December 31, 2000,
Purchaser  and its  affiliates  shall keep in effect all severance and retention
plans,  practices and policies that are  applicable to employees and officers of
the Company and its Subsidiaries immediately prior to the date hereof.

          (b)  Following  the  Effective  Time,  each  employee  benefit plan or
policy, including without limitation, vacation, floating holiday, sickness, paid
time off, retirement,  severance and welfare plans sponsored by Purchaser or its
affiliates shall credit,  for purposes of eligibility to participate and vesting
but not  benefit  accrual,  all  continuous  service  immediately  prior  to the
Effective  Time of employees  and  officers of the Company and its  Subsidiaries
with the Company and its Subsidiaries and their respective predecessors.

          4.11 Indemnification of Directors and Officers of the Company.

          (a) From and after the Effective Time, the Surviving Corporation shall
indemnify,  defend and hold  harmless  any person who is now, or has been at any
time prior to the date hereof,  or who becomes prior to the  Effective  Time, an
officer or  director  (the  "Indemnified  Party")  of the  Company or any of its
Subsidiaries  against  all  losses,  claims,  damages,  liabilities,  costs  and
expenses (including reasonable attorney's fees and expenses),  judgments, fines,
losses,  and amounts paid in settlement  (provided  that any such  settlement is
effected with the written consent of Parent or the Surviving Corporation,  which
consent shall not be  unreasonably  withheld) in  connection  with any actual or
threatened  action,  suit, claim,  proceeding or investigation  (whether arising
before or after the Effective Time) (each a "Claim") to the extent that any such
Claim is based on, or arises out of,  (i) the fact that such  person is or was a
director  or officer  of the  Company  or any of its  Subsidiaries  or is or was
serving at the request of the Company or any of its  Subsidiaries  as a director
or officer of another corporation,  partnership,  joint venture,  trust or other
enterprise,  or (ii) this  Agreement,  or any of the  transactions  contemplated
hereby, in each case to the extent that any such Claim pertains to any matter or
fact  arising,  existing,  or  occurring  prior  to or at  the  Effective  Time,
regardless  of whether  such Claim is asserted or claimed  prior to, at or after
the Effective  Time, to the full extent  permitted  under  applicable law or the
Company's Articles of Incorporation,  By-Laws or  indemnification  agreements in
effect at the date  hereof,  including  provisions  relating to  advancement  of
expenses  incurred in the defense of any action or suit.  Without  limiting  the
foregoing,  in the event any Indemnified  Party becomes involved in any capacity
in any Claim, then from and after the Effective Date, the Surviving  Corporation
shall  periodically  advance to such Indemnified  Party its reasonable legal and
other expenses (including the cost of any investigation and preparation incurred
in connection therewith),  subject to the provision by such Indemnified Party of
an  undertaking  to  reimburse  the  amounts so advanced in the event of a final
non-appealable  determination  by a court of  competent  jurisdiction  that such
Indemnified Party is not entitled thereto.

          (b) All rights to  indemnification  and all  limitations  on liability
existing in favor of an Indemnified Party as provided in the Company's  Articles
of Incorporation,  By-Laws or indemnification  agreements as in effect as of the
date  hereof  shall  survive  the  Merger and shall  continue  in full force and
effect,  without  any  amendment  thereto,  for a period of six  years  from the
Effective Date to the extent such rights are  consistent  with  applicable  law;
provided, that in the event any claim or claims are asserted or made within such
six-year period,  all rights to  indemnification in respect of any such claim or
claims shall  continue until  disposition of any and all such claims;  provided,
further,  that any determination  required to be made with respect to whether an
Indemnified  Party's conduct complies with the standards set forth under Florida
law, the Company's  Article of Incorporation  or By-Laws or such agreements,  as
the case may be,  shall be made by  independent  legal  counsel  selected by the
Indemnified Party and reasonably  acceptable to the Surviving  Corporation;  and
provided,  further, that nothing in this Section 4.11 shall impair any rights or
obligations of any present or former directors or officers of the Company.

          (c)  In  the  event  that  the  Surviving  Corporation  or  any of its
successors or assigns (i) consolidates  with or merges into any other Person and
shall not be the surviving corporation or entity of such consolidation or merger
or (ii)  transfers or conveys all or  substantially  all of its  properties  and
assets to any Person,  then,  and in each such case, to the extent  necessary to
effectuate the purposes of this Section 4.11,  proper provision shall be made so
that the  successors and assigns of the Surviving  Corporation,  as the case may
be,  assume  the  obligations  set  forth in this  Section  4.11 and none of the
actions described in the foregoing clauses (i) or (ii) shall be taken until such
provision is made.

          (d) For a period of six years after the Effective  Time, the Surviving
Corporation  shall  cause to be  maintained  in  effect,  without  any lapses in
coverage,  policies of directors' and officers' liability insurance (or a "tail"
policy),  for the  benefit of those  persons  who are  covered by the  Company's
directors'  and officers'  liability  insurance  policies as of the date hereof,
providing coverage with respect to matters occurring prior to the Effective Time
that is at least equal to the  coverage  provided  under the  Company's  current
directors'  and officers'  liability  insurance  policies  (copies of which have
heretofore  been  delivered  to  Parent),  to the  extent  that  such  liability
insurance can be maintained  at an annual cost to the Surviving  Corporation  of
not greater than 200 percent of the premium for the current  Company  directors'
and officers'  liability  insurance,  provided that if such insurance (or "tail"
policy)  cannot be so maintained at such cost, the Surviving  Corporation  shall
maintain as much of such  insurance as can be so  maintained  at a cost equal to
200 percent of the current annual premiums of the Company for such insurance.

          (e) This  Section 4.11 is intended to be for the benefit of, and shall
be  enforceable   by,  the  Indemnified   Parties,   their  heirs  and  personal
representatives,  and shall be binding on Parent and the  Surviving  Corporation
and their successors and assigns.

                                    ARTICLE V

                         CONDITIONS PRECEDENT TO MERGER

          5.01 Conditions Precedent to Obligations of Parent,  Purchaser and the
Company.  The respective  obligations of Parent and Purchaser,  on the one hand,
and the  Company,  on the other  hand,  to effect the Merger are  subject to the
satisfaction  at or  prior  to the  Effective  Time  of  each  of the  following
conditions,  any and  all of  which  may be  waived  in  whole  or in  part  by,
respectively,  the Company,  on the one hand, and Parent,  on the other hand, to
the extent permitted by applicable law:

          (a)  Approval of  Company's  Shareholders.  To the extent  required by
applicable  law,  this  Agreement  and the Merger  shall have been  approved and
adopted by holders of a majority of the  outstanding  shares of the Common Stock
of the Company  entitled to vote in accordance  with applicable law (if required
by applicable law) and the Company's Articles of Incorporation and By-Laws;

          (b) HSR Act. Any applicable waiting period (and any extension thereof)
under  the  HSR  Act  applicable  to the  Merger  shall  have  expired  or  been
terminated;

          (c) Injunction.  No preliminary or permanent injunction or other order
shall have been issued by any court or by any governmental or regulatory agency,
body or  authority  which  prohibits  the  consummation  of the  Merger  and the
transactions  contemplated  by this  Agreement  and  which is in  effect  at the
Effective Time; provided,  however, that, in the case of a decree, injunction or
other order,  any party  asserting this condition shall have used its reasonable
efforts to prevent the entry of any such decree,  injunction  or other order and
to appeal as promptly as possible any decree, injunction or other order that may
be entered;

          (d) Statutes. No statute, rule, regulation, executive order, decree or
order of any kind shall have been enacted,  entered,  promulgated or enforced by
any  United  States or United  Kingdom  court or  governmental  authority  which
prohibits the consummation of the Merger; and

          (e)  Payment  for Common  Stock.  Purchaser  shall have  accepted  for
payment and paid for the Shares validly  tendered and not withdrawn  pursuant to
the Offer; provided,  that the foregoing shall not be a condition to Purchaser's
obligation  to  consummate  the Merger if  Purchaser's  failure to purchase  any
Shares violates the terms of the Offer.

                                   ARTICLE VI

                           TERMINATION AND ABANDONMENT

          6.01   Termination.   This   Agreement  may  be  terminated   and  the
transactions  contemplated  hereby  may be  abandoned,  at any time prior to the
Effective Time,  whether before or after approval of the Merger by the Company's
shareholders:

          (a) by mutual written consent of the Company,  on the one hand, and of
Parent, on the other hand;

          (b) by either  Parent,  on the one hand, or the Company,  on the other
hand,  if any  governmental  or  regulatory  agency  shall have issued an order,
decree or ruling or taken any other action permanently enjoining, restraining or
otherwise  prohibiting  the acceptance for payment of, or payment for, shares of
Common  Stock  pursuant  to the Offer or the  Merger and such  order,  decree or
ruling or other action shall have become final and nonappealable;

          (c) by Parent, on the one hand, or the Company,  on the other hand, if
Purchaser has not purchased all shares of Common Stock tendered  pursuant to the
Offer  within 90 days  after  commencement  of the Offer (the  "Outside  Date"),
unless such purchase shall not have occurred because of a material breach of any
representation,  warranty,  obligation,  covenant or agreement set forth in this
Agreement on the part of the party seeking to terminate this Agreement;

          (d) by Parent if the Offer is terminated or expires in accordance with
its terms without  Purchaser having purchased any Common Stock thereunder due to
an occurrence  which would result in a failure to satisfy any of the  conditions
set forth on Annex A hereto,  unless any such failure  shall have been caused by
or  resulted   from  the   material   breach  by  Purchaser  or  Parent  of  any
representation,  warranty,  obligation,  covenant or agreement contained in this
Agreement;

          (e) by Parent,  if, prior to the purchase of shares of Common Stock in
the Offer, the  representations  and warranties of the Company set forth in this
Agreement which are not qualified by "Material Adverse Effect" shall not be true
and correct and the fact, matter or circumstance  giving rise to such untruth or
incorrectness  would have, or would reasonably likely to have a Material Adverse
Effect, and the  representations  and warranties that are qualified by "Material
Adverse  Effect"  shall not be true in any  respect,  at any time after the date
hereof (except for those  representations  and warranties  that address  matters
only as of a particular  date or only with respect to a specific  period of time
which  need only be true and  accurate  as of such date or with  respect to such
period),  or the Company  shall have  breached or failed to perform or comply in
any material respect with any obligation, agreement or covenant required by this
Agreement to be performed or complied  with by it, and, with respect to any such
breach or failure to perform that is reasonably capable of being remedied within
the time  periods  set forth  below,  the  breach or  failure  to perform is not
remedied  prior to the  earlier of (x) 10 days  after  Parent or  Purchaser  has
furnished  the Company with written  notice of such breach or failure to perform
or (y) two business days prior to the date on which the Offer expires; provided,
however,  that Parent shall not be entitled to terminate this Agreement pursuant
to  this  Section  6.01(e)  if it or  Purchaser  is in  material  breach  of its
representations  and  warranties,  covenants  or other  obligations  under  this
Agreement;

          (f) by the Company to allow the Company to enter into an  agreement in
accordance  with Section  4.07(d) with respect to a Superior  Proposal which the
Board of Directors has determined is more favorable to the  shareholders  of the
Company than the transactions  contemplated hereby; provided,  however, that the
Company  shall  have  complied  in all  material  respects  with  Section  4.07,
including the notice provision,  and that it makes  simultaneous  payment of the
Termination Fee;

          (g) by  Purchaser,  if the Board of  Directors  of the  Company or any
committee  thereof,  shall have (i)  withdrawn,  modified or changed in a manner
adverse to Parent or Purchaser its approval or  recommendation of the Offer, the
Merger or this Agreement or (ii) approved, taken a neutral position with respect
to,  or  recommended  to  the   shareholders  of  the  Company  any  alternative
Acquisition Proposal;

          (h) by the Company,  if prior to purchase of shares in the Offer there
shall  have been a breach or failure  to  perform  on the part of  Purchaser  or
Parent  of any of  its  representations,  warranties,  covenants  or  agreements
contained in this Agreement and such breach or failure to perform has a material
adverse  effect on the ability of Purchaser or Parent to consummate the Offer or
the Merger,  and,  with respect to any such breach or failure to perform that is
reasonably  capable of being  remedied  within the time periods set forth below,
the breach or failure to perform is not remedied  prior to the earlier of (x) 10
days after the Company has furnished  Parent with written  notice of such breach
or failure to  perform or (y) two  business  days prior to the date on which the
Offer  expires  unless such failure shall have been caused by the failure of the
Company to satisfy the conditions set forth in paragraph (c) or (d) of Annex A;

          (i) by the Company, if Purchaser shall have (i) failed to commence the
Offer within seven Business Days following the date of this  Agreement,  or (ii)
terminated the Offer or the Offer shall have expired  without  Purchaser  having
purchased  any Shares  thereunder  unless such failure shall have been caused by
the failure of the Company to satisfy the  conditions set forth in paragraph (c)
or (d) of Annex A.

          6.02 Effect of  Termination.  (a) In the event of the  termination  of
this Agreement pursuant to Section 6.01 hereof by Purchaser, on the one hand, or
the Company,  on the other hand, written notice thereof shall forthwith be given
to the other party or parties  specifying the provision hereof pursuant to which
such  termination  is made,  and this  Agreement  shall  become void and have no
effect,  and  there  shall be no  liability  hereunder  on the  part of  Parent,
Purchaser or the  Company,  except (i) as set forth in Sections  4.02,  7.01 and
this Section 6.02 hereof, which shall survive any termination of this Agreement,
and (ii) nothing in this Section 6.02 shall relieve any party to this  Agreement
of liability for breach of this Agreement.

          (b) If the Company shall have  terminated  this Agreement  pursuant to
Section 6.01(f), then the Company shall pay simultaneously with such termination
a fee (the "Termination  Fee") of $13.5 million which amount shall be payable by
wire transfer to such account as Parent may designate in writing to the Company.

          (c) If the Purchaser shall have terminated this Agreement  pursuant to
Section  6.01(g),  then the Company shall pay within two Business Days following
such  termination to Parent the  Termination  Fee which shall be payable by wire
transfer to such account as Parent may designate in writing to the Company.

                                   ARTICLE VII

                                  MISCELLANEOUS

          7.01 Fees and Expenses.  Except as otherwise provided in Section 6.02,
all costs and  expenses  incurred  in  connection  with this  Agreement  and the
consummation of the transactions  contemplated hereby shall be paid by the party
incurring such costs and expenses.

          7.02  Representations and Warranties.  The respective  representations
and  warranties of the Company,  on the one hand,  and  Purchaser,  on the other
hand, contained herein or in any certificates or other documents delivered prior
to or at the Closing Date shall not be deemed  waived or  otherwise  affected by
any  investigation  made by any party.  Each and every such  representation  and
warranty shall expire with, and be terminated and extinguished by, the Effective
Time and  thereafter  none of the  Company  or  Purchaser  shall  be  under  any
liability  whatsoever with respect to any such representation or warranty.  This
Section  7.02  shall have no effect  upon any other  obligation  of the  parties
hereto, whether to be performed before or after the Effective Time.

          7.03 Extension;  Waiver.  At any time prior to the Effective Time, the
parties  hereto,  by action  taken by or on behalf of the  respective  Boards of
Directors  of the  Company  or  Purchaser,  may  (i)  extend  the  time  for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any  inaccuracies  in the  representations  and warranties  contained
herein by any other applicable party or in any document,  certificate or writing
delivered  pursuant  hereto  by  any  other  applicable  party  or  (iii)  waive
compliance  with any of the  agreements  or  conditions  contained  herein.  Any
agreement  on the part of any party to any such  extension  or  waiver  shall be
valid only if set forth in an  instrument  in  writing  signed on behalf of such
party.

          7.04  Public  Announcements.   The  Company,  on  the  one  hand,  and
Purchaser, on the other hand, agree to consult promptly with each other prior to
issuing any press release or otherwise  making any public statement with respect
to the  transactions  contemplated  hereby,  and shall not issue any such  press
release or make any such public statement prior to such  consultation and review
by the other party of a copy of such  release or  statement.  To the extent,  if
any, that the Confidentiality  Agreement is inconsistent with this Section 7.04,
the Confidentiality Agreement is hereby amended.

          7.05  Notices.  All  notices,  requests,  demands,  waivers  and other
communications  required or permitted to be given under this Agreement  shall be
in writing and shall be deemed to have been duly given if delivered in person or
mailed,  certified or registered  mail with postage  prepaid,  or sent by telex,
telegram or telecopier, as follows:

          (a) if to the Company, to it at:

           Travel Services International, Inc.
           220 Congress Park Drive
           Delray Beach, FL  33445
           Telecopier:  (561) 266-6186

           Attention:   Suzanne Bell, Esq.

           with a copy to:

           White & Case LLP
           1155 Avenue of the Americas
           New York, NY  10036
           Telecopier:  (212) 354-8113

           Attention:  John M. Reiss, Esq.
                       Jorge L. Freeland, Esq.

          (b) if to Purchaser or Parent, to it at:

          Airtours plc
          Parkway One, Parkway Business Centre
          300 Princess Road
          Manchester M 147QU
          United Kingdom

          Telecopier:  011-44-161-232-6562

          Attention:  James Jennings, Esq.
                       Greg McMahon

          with copies to:

          Morgan Lewis & Bockius LLP
          101 Park Avenue
          New York, New York   10178
          Telecopier:  (212) 309-6273

          Attention:  John Whitehead, Esq.

          and

          Addleshaw Booth & Co.
          100 Barbirolli Square
          Manchester M2 3AB England
          Telecopier:  011-44-161-934-6060

          Attention:  Paul Devitt

or to such  other  Person or  address  as any party  shall  specify by notice in
writing  to each of the other  parties.  All such  notices,  requests,  demands,
waivers and communications  shall be deemed to have been received on the date of
delivery  unless if mailed,  in which case on the third  Business  Day after the
mailing  thereof  except  for a notice of a change of  address,  which  shall be
effective only upon receipt thereof.

          7.06 Entire  Agreement.  This  Agreement and the annex,  schedules and
other documents  referred to herein or delivered  pursuant hereto,  collectively
contain  the entire  understanding  of the parties  hereto  with  respect to the
subject  matter   contained  herein  and  supersede  all  prior  agreements  and
understandings, oral and written, with respect thereto.

          7.07 Binding Effect; Benefit;  Assignment.  This Agreement shall inure
to the benefit of and be binding  upon the parties  hereto and,  with respect to
the  provisions of Sections  4.10 or 4.11 hereof,  shall inure to the benefit of
the Persons  benefiting from the provisions thereof who are intended to be third
party beneficiaries thereof, and, in each such case, their respective successors
and  permitted  assigns,  but  neither  this  Agreement  nor any of the  rights,
interests  or  obligations  hereunder  shall be  assigned  by any of the parties
hereto  without  the  prior  written  consent  of the other  parties.  Except as
specified  in the previous  sentence,  nothing in this  Agreement,  expressed or
implied,  is intended to confer on any Person  other than the parties  hereto or
their  respective  successors  and  permitted  assigns,  any  rights,  remedies,
obligations or liabilities under or by reason of this Agreement.

          7.08 GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL.

          (a) THIS  AGREEMENT  SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECT
SHALL BE INTERPRETED,  CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS
OF THE STATE OF FLORIDA  APPLICABLE TO CONTRACTS TO BE PERFORMED  WHOLLY IN SUCH
STATE. The parties hereby  irrevocably submit to the jurisdiction of the federal
courts of the United  States of America  located in the State of Florida and the
state  courts of the State of Florida,  solely in respect of the  interpretation
and  enforcement  of the  provisions  of this  Agreement  and in  respect of the
transactions contemplated hereby and hereby waive, and agree not to assert, as a
defense in any action,  suit or proceeding for the interpretation or enforcement
hereof,  that it is not subject thereto or that such action,  suit or proceeding
may not be  brought  or is not  maintainable  in said  courts  or that the venue
thereof may not be  appropriate or that this Agreement may not be enforced in or
by such courts,  and the parties  irrevocably agree that all claims with respect
to such action or proceeding  shall be heard and determined in such a court. The
parties hereby consent to and grant any such court  jurisdiction over the person
of such  parties  and over the  subject  matter of such  dispute  and agree that
mailing  of  process  or other  papers  in  connection  with any such  action or
proceeding  in the manner  provided in Section  7.05, or in such other manner as
may be permitted by law, shall be valid and sufficient service thereof.

          (b) IN ANY CIVIL ACTION, COUNTERCLAIM OR PROCEEDING, WHETHER AT LAW OR
IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO THIS AGREEMENT,  AND ANY
AND ALL TRANSACTIONS  CONTEMPLATED  HEREUNDER,  THE PERFORMANCE  HEREOF,  OR THE
RELATIONSHIP  CREATED  HEREBY,  WHETHER  SOUNDING  IN  CONTRACT,   TORT,  STRICT
LIABILITY OR OTHERWISE,  TRIAL WILL BE TO A COURT OF COMPETENT  JURISDICTION AND
NOT TO A JURY. EACH PARTY HEREBY  IRREVOCABLY  WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY.  ANY PARTY  MAY FILE AN  ORIGINAL  COUNTERPART  OR A COPY OF THIS
AGREEMENT  WITH ANY COURT AS WRITTEN  EVIDENCE  OF THE  CONSENT  OF THE  PARTIES
HERETO OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.  NEITHER PARTY HAS MADE OR
RELIED  UPON ANY ORAL  REPRESENTATIONS  TO OR BY ANY OTHER PARTY  REGARDING  THE
ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT
OF THIS JURY WAIVER PROVISION.

          7.09  Amendment  and  Modification.  Subject to  applicable  law, this
Agreement may be amended,  modified and  supplemented  in writing by the parties
hereto in any and all respects  before the Effective Time  (notwithstanding  any
shareholder approval),  by action taken by the respective Boards of Directors of
Purchaser  and the  Company or by the  respective  officers  authorized  by such
Boards  of  Directors;  provided,  however,  that  after  any  such  shareholder
approval,  no amendment shall be made which by law requires  further approval by
such shareholders without such further approval.

          7.10 Further Actions.  Each of the parties hereto agrees that, subject
to its legal obligations, it will use its best efforts to fulfill all conditions
precedent  specified  herein,  to the extent that such conditions are within its
control,   and  to  do  all  things  reasonably   necessary  to  consummate  the
transactions contemplated hereby

          7.11 Headings.  The descriptive  headings of the several  Articles and
Sections of this Agreement are inserted for convenience  only, do not constitute
a part of this  Agreement  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

          7.12   Counterparts.   This  Agreement  may  be  executed  in  several
counterparts,  each of which shall be deemed to be an original, and all of which
together shall be deemed to be one and the same instrument.

          7.13  Severability.  If any term,  provision,  covenant or restriction
contained  in this  Agreement is held by a court of  competent  jurisdiction  or
other  authority to be invalid,  void,  unenforceable  or against its regulatory
policy,  the  remainder of the terms,  provisions,  covenants  and  restrictions
contained in this  Agreement  shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

          7.14 Certain Definitions.

          (a) "Business Day" shall mean any day,  other than a Saturday,  Sunday
or a day on which banks  located in New York,  New York shall be  authorized  or
required by law to close.

          (b) "Knowledge" Defined. When any representation or warranty contained
in this Agreement or in the Company Disclosure Letter is expressly  qualified by
the knowledge of the Company,  such knowledge shall mean the actual knowledge of
Messrs. Joseph Vittoria and John Balson.

          (c) "Person"  shall mean and include an individual,  a partnership,  a
joint  venture,  a  corporation,  a  trust,  a  limited  liability  company,  an
unincorporated  organization,  a group and a government  or other  department or
agency thereof.

          (d) "Subsidiary"  with respect to the Company,  shall mean and include
(x) any  partnership of which the Company or any Subsidiary is a general partner
or (y) any other entity in which the Company or any of its Subsidiaries  owns or
has the power to vote 50% or more of the equity  interests in such entity having
general  voting power to  participate  in the election of the governing  body of
such entity.

          7.15 Transfer Taxes. All stamp,  transfer,  documentary,  sales,  use,
registration  and  other  such  taxes  and fees  (including  any  penalties  and
interest)  incurred  in  connection  with this  Agreement  and the  transactions
contemplated  hereby  (collectively,  the  "Transfer  Taxes")  shall  be paid by
Purchaser,  and Purchaser shall, at its own expense,  procure any stock transfer
stamps  required  by, and  properly  file on a timely  basis all  necessary  tax
returns and other documentation with respect to, any Transfer Tax and provide to
the Company evidence of payment of all Transfer Taxes.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>


          IN WITNESS  WHEREOF,  each of Parent,  Purchaser  and the Company have
caused this  Agreement  and Plan of Merger to be  executed  by their  respective
officers thereunto duly authorized, all as of the date first above written.



                                  AIRTOURS plc


                                  By /s/ James S. Jennings
                                    -------------------------------
                                    Name:  James S. Jennings
                                    Title:  Director of Corporate Development


                                  BLUE SEA FLORIDA ACQUISITION INC.


                                  By /s/ James S. Jennings
                                    -------------------------------
                                    Name:  James S. Jennings
                                    Title:  Vice President



                                  TRAVEL SERVICES INTERNATIONAL, INC.


                                   By /s/ Suzanne B. Bell
                                     -------------------------------
                                     Name:  Suzanne B. Bell
                                     Title:  Senior Vice President, General
                                               Counsel and Secretary


<PAGE>


                                                                         ANNEX A



          The capitalized terms used in this Annex A shall have the meanings set
forth in the  Agreement  to which it is annexed,  except  that the term  "Merger
Agreement"  shall be deemed to refer to the  Agreement  to which this Annex A is
appended.
--------------------------------------------------------------------------------

          Notwithstanding  any other provision of the Offer,  and in addition to
(and not in limitation  of)  Purchaser's  right to extend and amend the Offer at
any  time in its  sole  discretion  (subject  to the  provisions  of the  Merger
Agreement), Purchaser shall not be required to accept for payment or, subject to
any applicable rules and regulations of the Commission,  including Rule 14e-1(c)
under the Exchange  Act,  pay for any Shares  validly  tendered  pursuant to the
Offer and may  postpone  the  acceptance  of and,  subject  to the  restrictions
referred to above,  payment for, Shares tendered  pursuant to the Offer,  (i) if
any  applicable  waiting period under the HSR Act shall not have expired or been
terminated  or (ii) there shall not have been validly  tendered and not properly
withdrawn   prior  to  the  expiration  of  the  Offer  that  number  of  Shares
representing  more than 50% of all  Shares  outstanding  (calculated  on a fully
diluted  basis,  which shall mean, as of any date, the number of Shares that are
actually  issued and  outstanding  plus the number of Shares that the Company is
required  to  issue  pursuant  to  obligations   outstanding  under  convertible
securities,  Options  and  otherwise  on the  date of  purchase)  (the  "Minimum
Condition").  Additionally and without  limiting the foregoing,  notwithstanding
any other  provision of the Offer but only in accordance  with the provisions of
Section  1.01(a) of the Merger  Agreement,  Purchaser  shall not be  required to
accept for payment or, subject to the  restrictions  referred to above,  pay for
any Shares, and may terminate or amend the Offer and may postpone the acceptance
of, subject to the restrictions referred to above, payment for Shares, if at any
time on or after the date of the Merger  Agreement  and at or before the time of
payment for any such Shares  (whether  or not any Shares have  theretofore  been
accepted  for payment or paid for  pursuant  to the Offer) any of the  following
events shall occur:

          (a)  there  shall  be  any  statute,  rule,  regulation,  legislation,
interpretation,  judgment,  order  or  injunction  enacted,  entered,  enforced,
promulgated,  amended,  issued,  or applied  by, any  legislative  body,  court,
government or governmental,  administrative  or regulatory  authority or agency,
domestic or foreign,  other than the routine  application  of the waiting period
provisions of the HSR Act to the Offer or to the Merger,  which is in effect and
would, or would be reasonably likely to: (i) make illegal or otherwise  directly
or  indirectly  prohibit the Offer or the Merger,  (ii)  prohibit or  materially
limit the  ownership  or operation by Parent or Purchaser of all or any material
portion of the business or assets of the Company and its Subsidiaries taken as a
whole or of Parent  or to compel  Purchaser  or  Parent  to  dispose  of or hold
separately all or any material portion of the business or assets of Parent,  the
Company and their  respective  Subsidiaries,  in each case taken as a whole,  or
seeking to impose any material limitation on the ability of Purchaser to conduct
its  business or own such  assets,  (iii)  impose  material  limitations  on the
ability of  Purchaser  or render the  Purchaser  unable,  to accept,  pay for or
purchase some or all of the Shares pursuant to the Offer and the Merger, or (iv)
seek to  impose  material  limitation  on the  ability  of  Purchaser  or Parent
effectively  to  exercise  rights of  ownership  of the shares of Common  Stock,
including,  without  limitation,  the right to vote any  shares of Common  Stock
acquired  or  owned  by  Purchaser  on all  matters  properly  presented  to the
Company's  shareholders,  or require  divestiture  by Purchaser of any shares of
Common Stock;

          (b) there shall be threatened  in writing or pending any suit,  action
or  proceeding  by any United States or United  Kingdom  governmental  authority
against the Purchaser, Parent, the Company or any Subsidiary of the Company that
is  reasonably  likely  to  result,  directly  or  indirectly,  in  any  of  the
consequences referred to in clauses (i) through (iv) of paragraph (a) above;

          (c) any of the  representations  or warranties  made by the Company in
the Merger  Agreement  that are  qualified by Material  Adverse  Effect shall be
untrue or  incorrect,  or any such  representation  and warranty  that is not so
qualified shall be untrue or incorrect to the extent that such inaccuracy would,
in each  case as of the date of the  final  scheduled  expiration  of the  Offer
result  in a  Material  Adverse  Effect,  except  (i) for  changes  specifically
permitted by this Agreement and (ii) that those  representations  and warranties
which  address  matters  only as of a  particular  date  shall  remain  true and
correct, as of such date;

          (d) the Company shall have failed in a material  respect to perform or
to comply with any  agreement  or covenant  of the  Company to be  performed  or
complied with by it under this Agreement and, with respect to any such breach or
failure to perform that is reasonably  capable of being remedied within the time
periods set forth below,  the breach or failure to perform is not remedied prior
to the earlier of (x) 10 days after the Purchaser has furnished the Company with
written  notice of such  breach or failure to perform or (y) two  business  days
prior to the date on which the Offer expires;

          (e) the Merger Agreement shall have been terminated in accordance with
its terms; or

          (f) since the date of this  Agreement,  there shall have  occurred any
change  (or any  development  that would be  reasonably  likely to result in any
change) that constitutes a Material Adverse Effect on the Company;

          (g) the Board of  Directors  of the Company or any  committee  thereof
shall have  withdrawn,  modified or changed in a manner adverse to Parent or the
Purchaser  its  approval  or  recommendation  of the  Offer,  the Merger or this
Agreement,  or approved or recommended any  Acquisition  Proposal or the Company
shall have entered into any acquisition  agreement with respect to, or any other
agreement  that  would  approve,  adopt or  effect,  any  Superior  Proposal  in
accordance with Section 4.07(d) of this Agreement; or

          (h) there shall have  occurred (i) any general  suspension  of trading
in, or limitation on prices for,  securities on the London Stock  Exchange,  the
New York Stock Exchange,  the American Stock Exchange or the NASDAQ Stock Market
for a  period  in  excess  of 24 hours  (excluding  suspensions  or  limitations
resulting  solely from physical damage or  interference  with such exchanges not
related to market conditions), (ii) a declaration of a banking moratorium or any
suspension  of payments  in respect of banks in the United  States or the United
Kingdom  (whether  or not  mandatory),  (iii)  a  commencement  of a war,  armed
hostilities or other  international or national  calamity directly or indirectly
involving  the United  States or the United  Kingdom that  constitutes a Company
Material  Adverse  Effect  or  materially   adversely   affects  or  delays  the
consummation  of the Offer,  or (iv) any  material  limitation  (whether  or not
mandatory) by any United States or United Kingdom governmental  authority on the
extension of credit generally by banks or other financial  institutions;

          which, in the good faith judgment of Purchaser,  in any such case, and
regardless  of  the  circumstances  giving  rise  to  such  condition,  make  it
inadvisable to proceed with the Offer and/or with such  acceptance or payment or
payments for shares of Common Stock.

          The  foregoing  conditions  are for the sole  benefit  of  Parent  and
Purchaser  and,  subject to the  provisions  of the Agreement may be asserted by
Parent  or  Purchaser  regardless  of the  circumstances  giving  rise  to  such
condition  and may be waived by Parent  or  Purchaser  in whole or in part.  The
failure by Purchaser at any time to exercise any of the  foregoing  rights shall
not be deemed a waiver of any  right,  and each  such  right  shall be deemed an
ongoing right which may be asserted at any time and from time to time.






<PAGE>
                                TABLE OF CONTENTS


                                                                            Page



ARTICLE I         THE OFFER................................................... 2

         1.01     The Offer....................................................2
         1.02     Company Actions..............................................3
         1.03     Composition of the Board of Directors........................5

ARTICLE II        THE MERGER AND RELATED MATTERS.............................. 6

         2.01     The Merger...................................................6
         2.02     Closing......................................................6
         2.03     Effective Time...............................................6
         2.04     Effect of Merger.............................................6
         2.05     Directors and Officers of the Surviving Corporation..........6
         2.06     Conversion of Stock..........................................7
         2.07     Dissenting Stock.............................................7
         2.08     Surrender of Certificates....................................8
         2.09     Payment......................................................8
         2.10     No Further Rights of Transfers...............................9
         2.11     Stock Option and Other Plans.................................9
         2.12     Articles of Incorporation of the Surviving Corporation......10
         2.13     By-Laws of the Surviving Corporation........................10

ARTICLE III       REPRESENTATIONS AND WARRANTIES..............................10

         3.01     Representations and Warranties of the Company...............10
                  (a)   Due Organization, Good Standing and Corporate Power...10
                  (b)   Authorization and Validity of Agreement...............11
                  (c)   Capitalization........................................11
                  (d)   Consents and Approvals; No Violations.................12
                  (e)   Company Reports and Financial Statements..............13
                  (f)   Absence of Certain Changes............................13
                  (g)   Compliance with Laws..................................13
                  (h)   Litigation............................................14
                  (i)   Employee Benefit Plans................................14
                  (j)   Taxes.................................................15
                  (k)   Intellectual Properties...............................16
                  (l)   Proxy Statement and Schedule 14D-9....................16
                  (m)   Broker's or Finder's Fee..............................16
                  (n)   Environmental Laws and Regulations....................17
                  (o)   State Takeover Statutes ..............................18
                  (p)   Opinion of Financial Advisor..........................18
                  (q)   Rights Agreement......................................18
         3.02     Representations and Warranties of Parent and Purchaser......19
                  (a)   Due Organization; Good Standing and Corporate Power...19
                  (b)   Authorization and Validity of Agreement...............19
                  (c)   Consents and Approvals; No Violations.................20
                  (d)   Broker's or Finder's Fee..............................20
                  (e)   Parent Not an Affiliated Shareholder..................20
                  (f)   Financing.............................................20

ARTICLE IV        TRANSACTIONS PRIOR TO EFFECTIVE DATE........................21

         4.01     Access to Information Concerning Properties and Records.....21
         4.02     Confidentiality.............................................21
         4.03     Conduct of the Business of the Company Pending the
                  Effective Date..............................................21
         4.04     Proxy Statement.............................................22
         4.05     Shareholder Approval........................................23
         4.06     Reasonable Efforts..........................................23
         4.07     No Solicitation of Other Offers.............................24
         4.08     Notification................................................26
         4.09     HSR Act.....................................................26
         4.10     Employee Benefits...........................................26
         4.11     Indemnification of Directors and Officers of the Company....27

ARTICLE V         CONDITIONS PRECEDENT TO MERGER..............................28

         5.01     Conditions Precedent to Obligations of Parent, Purchaser
                  and the Company.............................................28
                  (a)      Approval of Company's Shareholders.................29
                  (b)      HSR Act............................................29
                  (c)      Injunction.........................................29
                  (d)      Statutes...........................................29
                  (e)      Payment for Common Stock...........................29

ARTICLE VI        TERMINATION AND ABANDONMENT.................................29

         6.01     Termination.................................................29
         6.02     Effect of Termination.......................................31

ARTICLE VII       MISCELLANEOUS...............................................31

         7.01     Fees and Expenses...........................................31
         7.02     Representations and Warranties..............................32
         7.03     Extension; Waiver...........................................32
         7.04     Public Announcements........................................32
         7.05     Notices.....................................................32
         7.06     Entire Agreement............................................34
         7.07     Binding Effect; Benefit; Assignment.........................34
         7.08     Governing Law And Venue; Waiver Of Jury Trial...............34
         7.09     Amendment and Modification..................................35
         7.10     Further Actions.............................................35
         7.11     Headings....................................................35
         7.12     Counterparts................................................35
         7.13     Severability................................................35
         7.14     Certain Definitions.........................................35
         7.15     Transfer Taxes..............................................36

EXHIBIT A         Voting and Tender Agreement................................. A