EXHIBIT 2.1

                          AGREEMENT AND PLAN OF MERGER

     This  AGREEMENT AND PLAN OF MERGER (this  "AGREEMENT")  is made and entered
into as of June 4, 2003, by and among CARECENTRIC,  INC., a Delaware corporation
("COMPANY"), BORDEN ASSOCIATES, INC., a Delaware corporation ("BORDEN"), JOHN E.
REED ("JOHN REED"),  STEWART B. REED ("STEWART REED"), and JAMES A. BURK ("JAMES
A. BURK") (John Reed,  Stewart Reed,  and James Burk are  hereinafter  sometimes
referred to individually as an "INVESTOR," and collectively as the "INVESTORS").

     WHEREAS,  the  respective  Boards of  Directors  of Company and Borden have
deemed it advisable and in the best interests of their  respective  corporations
and stockholders to consummate the statutory merger, on the terms and subject to
the conditions set forth in this Agreement, of Borden with and into Company (the
"MERGER");

     WHEREAS,  the  respective  Boards of  Directors  of Company and Borden have
approved,  in accordance with the applicable provisions of the laws of the State
of Delaware  ("DELAWARE LAW"), this Agreement and the transactions  contemplated
hereby, including the Merger;

     WHEREAS, the Board of Directors of Company has resolved to recommend to its
stockholders  approval and adoption of this  Agreement,  approval of the Merger,
and  approval of the issuance of shares of Company's  Common  Stock,  $0.001 par
value per share (the "COMPANY COMMON STOCK") to the Investors in connection with
the Merger;

     WHEREAS,  the Board of Directors of Borden has resolved to recommend to its
stockholders approval and adoption of this Agreement and approval of the Merger;
and

     WHEREAS,  Company,  Borden,  and  the  Investors  desire  to  make  certain
representations,  warranties,  covenants,  and agreements in connection with the
Merger and also to prescribe various conditions to the Merger;

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  respective
representations,  warranties,  covenants,  and agreements set forth herein,  the
parties hereto agree as follows:

                                    ARTICLE I
                                   THE MERGER

     SECTION 1.01. THE MERGER.  Upon the terms and subject to the conditions set
forth in this Agreement,  and in accordance with the General  Corporation Law of
the State of Delaware (the "DGCL"), Borden shall be merged with and into Company
at the Effective Time (as defined in Section 1.03).  At the Effective  Time, the
separate corporate existence of Borden shall cease and Company shall continue as
the surviving corporation (the "SURVIVING CORPORATION").

     SECTION 1.02. CLOSING.  The closing of the Merger (the "CLOSING") will take
place at 10:00 a.m.,  Atlanta  time,  on a date to be  specified by the parties,
which  shall be not later than the second  Business  Day (as  defined in Section
8.13) after  satisfaction  or waiver of the  conditions  set forth in Article VI
(other  than  those  that by their  terms are to be  satisfied  or waived at the
Closing),  at the offices of Kilpatrick Stockton LLP, 1100 Peachtree Street, NE,
Atlanta,  Georgia,  30309,  unless another time,  date, or place is agreed to in


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writing by Borden and Company.  The date on which the Closing occurs is referred
to in this Agreement as the "CLOSING DATE."

     SECTION 1.03.  EFFECTIVE  TIME OF THE MERGER.  As soon as practicable on or
after the Closing Date, the parties shall: (a) file a certificate of merger (the
"CERTIFICATE  OF  MERGER")  in such form as is  required  by, and  executed  and
acknowledged  in accordance  with, the relevant  provisions of the DGCL; and (b)
make all other  filings  or  recordings  required  under the DGCL to effect  the
Merger.  The  Merger  shall  become  effective  at  such  date  and  time as the
Certificate  of Merger is duly filed with the Secretary of State of the State of
Delaware or at such  subsequent  date and time as Borden and Company shall agree
and specify in the Certificate of Merger.  The date and time at which the Merger
becomes effective is referred to in this Agreement as the "EFFECTIVE TIME."

     SECTION 1.04.  EFFECTS OF THE MERGER. The Merger shall have the effects set
forth in Section 259 of the DGCL.

     SECTION  1.05.   CERTIFICATE  OF  INCORPORATION  AND  BYLAWS  OF  SURVIVING
CORPORATION.

          (a) At the Effective Time, the Certificate of Incorporation of Company
as in effect immediately prior to the Effective Time shall be the Certificate of
Incorporation  of Surviving  Corporation from and after the Effective Time until
thereafter changed or amended as provided therein or by applicable Delaware Law.

          (b) The  Bylaws  of  Company  as in  effect  immediately  prior to the
Effective Time shall be the Bylaws of the Surviving  Corporation  from and after
the Effective Time until thereafter changed or amended as provided therein or by
applicable Delaware Law.

     SECTION 1.06. DIRECTORS OF SURVIVING CORPORATION.  The directors of Company
immediately  prior to the Effective Time shall be the directors of the Surviving
Corporation  until the  earlier of their  resignation  or removal or until their
respective successors are duly elected and qualified, as the case may be.

     SECTION 1.07.  OFFICERS OF SURVIVING  CORPORATION.  The officers of Company
immediately  prior to the Effective  Time shall be the officers of the Surviving
Corporation  until the  earlier of their  resignation  or removal or until their
respective successors are duly elected and qualified, as the case may be.

                                   ARTICLE II
                            CONVERSION OF SECURITIES

     SECTION 2.01 CONVERSION OF SECURITIES.  At the Effective Time, on the terms
and  subject to the  conditions  set forth in this  Agreement,  by virtue of the
Merger and  without  any  action on the part of Borden,  Company or any of their
respective securityholders:

          (a) COMPANY COMMON STOCK.

               (i) Small Stockholders. Each share of Company Common Stock, other
than any Dissenting Shares (as defined in Section  2.01(f)),  outstanding at the
close of business  on the last  Business  Day to precede  the Closing  Date (the


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"MEASUREMENT Date") Held (as defined in Section 8.13) by a Small Stockholder (as
defined in Section 8.13),  shall be deemed canceled and converted into the right
to receive cash in an amount equal to $0.75,  without  interest  (the "PER SHARE
CASH MERGER CONSIDERATION"),  and each such share shall no longer be outstanding
and  shall  automatically  be  canceled  and  shall  cease  to  exist,  and each
certificate  that  immediately  prior to the  Effective  Time  evidenced a Small
Stockholder's  ownership  of shares of Company  Common Stock shall cease to have
any rights with respect thereto,  except the right to receive the Per Share Cash
Merger Consideration.

               (ii) Continuing Stockholders. Each share of Company Common Stock,
other than any  Dissenting  Shares,  outstanding at the close of business on the
Measurement  Date Held by a Continuing  Stockholder  (as such term is defined in
Section  8.13),  shall  continue to represent one share of Company Common Stock,
and each certificate  that  immediately  prior to the Effective Time evidenced a
Continuing  Holder's  ownership of shares of Company Common Stock shall continue
to evidence ownership of the same number of shares of the Surviving Corporation.

          (b) COMPANY PREFERRED STOCK.  Each share of Company's  Preferred Stock
(as defined in Section 3.01(e)) outstanding at the Effective Time shall continue
to represent one share of Company's Preferred Stock of the same class and series
with all of the same designated  rights and preferences as immediately  prior to
the Merger.

          (c) BORDEN  COMMON  STOCK.  Each share of common stock of Borden,  par
value  $0.001  per  share  ("BORDEN  COMMON  STOCK"),   issued  and  outstanding
immediately  prior to the Effective  Time,  shall be converted into the right to
receive  that number of fully paid and  nonassessable  shares of Company  Common
Stock  equal  to (i) the  quotient  of the  total  amount  of cash to be paid in
respect of the shares of Company  Common  Stock  pursuant to Section  2.01(a)(i)
(the  "TOTAL CASH  MERGER  CONSIDERATION")  divided by the Per Share Cash Merger
Consideration,  divided  by (ii) the  number of shares  of Borden  Common  Stock
issued and  outstanding  immediately  prior to the Effective Date. All shares of
Company  Common  Stock  issued  pursuant to this  Section  2.01(c)  (the "MERGER
SHARES")  shall be duly  authorized  and validly  issued and free of  preemptive
rights, with no personal liability attaching to ownership thereof.

          (d) FRACTIONAL  SHARES. No fraction of a share of Company Common Stock
will be issued in the  Merger,  but in lieu  thereof,  each  holder of shares of
Borden Common Stock who would  otherwise be entitled to a fraction of a share of
Company Common Stock (after  aggregating all fractional shares of Company Common
Stock to be received by such  holder)  shall be entitled to receive from Company
an amount of cash  (rounded to the  nearest  whole cent) equal to the product of
(i) such fraction, multiplied by (ii) Per Share Cash Merger Consideration.

          (e)  ADJUSTMENTS  TO MERGER  CONSIDERATION.  In the event of any stock
split,   reverse  stock  split,  stock  dividend   (including  any  dividend  or
distribution   of   securities   convertible   into   Company   Common   Stock),
reorganization,  reclassification,  combination, recapitalization, or other like
change with respect to Company Common Stock  occurring after the date hereof and
prior  to  the  Effective   Time,  then  each  of  the  Per  Share  Cash  Merger
Consideration  and the Merger  Shares shall be equitably  adjusted to the extent
necessary to provide the parties the same  economic  effect as  contemplated  by


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this Agreement prior to such stock split,  reverse stock split,  stock dividend,
reorganization,  reclassification,  combination,  recapitalization or other like
change.

          (f)  DISSENTING   STOCKHOLDERS.   Notwithstanding   anything  in  this
Agreement  to the  contrary,  shares of Company  Common  Stock and of  Company's
Preferred  Stock  that  are  issued  and  outstanding  immediately  prior to the
Effective  Time and that are held by any  holder who is  entitled  to demand and
properly  demands  appraisal of such shares pursuant to, and who complies in all
respects with, the provisions of Section 262 of the DGCL ("DISSENTING  SHARES"),
shall,  if held by a Small  Stockholder,  not be  converted  into  the  right to
receive  the  Per  Share  Cash  Merger  Consideration  as  provided  in  Section
2.01(a)(i),  but instead  such  holder  shall be entitled to payment of the fair
value of such shares in  accordance  with the  provisions  of Section 262 of the
DGCL.  At  the  Effective  Time,  the  Dissenting  Shares  shall  no  longer  be
outstanding and shall  automatically  be canceled and shall cease to exist,  and
each holder of  Dissenting  Shares  shall cease to have any rights with  respect
thereto, except the right to receive the fair value of such shares in accordance
with the provisions of Section 262 of the DGCL.  Notwithstanding  the foregoing,
if any such holder shall fail to perfect or otherwise shall waive,  withdraw, or
lose  the  right  to  appraisal  under  Section  262 of the  DGCL or a court  of
competent  jurisdiction  shall determine that such holder is not entitled to the
relief  provided by Section 262 of the DGCL, then the right of such holder to be
paid the fair value of such holder's Dissenting Shares under Section 262 of DGCL
shall  cease and each such  Dissenting  Share,  if held by a Small  Stockholder,
shall be deemed to have been  converted at the  Effective  Time into,  and shall
have  become,  the right to receive the Per Share Cash Merger  Consideration  as
provided in Section 2.01(a)(i).  Company shall serve prompt notice to Borden and
the  Investors  of any demands  for  appraisal  of any shares of Company  Common
Stock,  withdrawals of such demands and any other instruments served pursuant to
the DGCL received by Company,  and Borden and the Investors shall have the right
to participate in and direct all  negotiations  and proceedings  with respect to
such demands.  Prior to the Effective Time, Company shall not, without the prior
written consent of Borden,  make any payment with respect to, or settle or offer
to  settle,  any  such  demands,  or  agree  to do or  commit  to do  any of the
foregoing.

     SECTION 2.03 SURRENDER OF CERTIFICATES.

          (a) EXCHANGE  AGENT.  Company's  transfer  agent shall act as exchange
agent (the "EXCHANGE AGENT") in the Merger.

          (b)  PROVISION  OF TOTAL  CASH  MERGER  CONSIDERATION.  Subject to the
conditions set forth in Article VI of this  Agreement,  Borden shall provide the
Total  Cash  Merger  Consideration  to the  Exchange  Agent in cash prior to the
Effective Time.

          (c)  EXCHANGE  PROCEDURES.  Within two  Business  Days  following  the
Effective  Time,  the  Surviving  Corporation  shall  cause to be mailed to each
holder of record of a certificate or certificates  that immediately prior to the
Effective  Time  represented  outstanding  shares of (i)  Company  Common  Stock
converted into the right to receive the Per Share Cash Consideration pursuant to
Section  2.01(a)(i)  ("COMPANY  CERTIFICATES"),  and (ii)  Borden  Common  Stock
converted  into the right to receive Merger Shares  pursuant to Section  2.01(c)
("BORDEN   CERTIFICATES,"   together   with  the   Company   Certificates,   the
"CERTIFICATES"):   (A)  a  form  of  letter  of  transmittal   (the  "LETTER  OF


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TRANSMITTAL");  and (B)  instructions  for use of the Letter of  Transmittal  in
effecting the surrender of either the Company  Certificates in exchange for such
holder's pro rata portion of the Total Cash Merger  Consideration  or the Borden
Certificates  in  exchange  for such  holder's  pro rata  portion  of the Merger
Shares.   The  Letter  of  Transmittal   shall  specify  that  delivery  of  the
Certificates  shall be effected,  and risk of loss and title to the Certificates
shall pass, only upon receipt thereof by the Exchange Agent and shall be in such
form and have such other provisions as the Surviving  Corporation may reasonably
specify.  Upon surrender of a Certificate for cancellation to the Exchange Agent
or to  such  other  agent  or  agents  as may  be  appointed  by  the  Surviving
Corporation,  together with a properly  completed  and duly  executed  Letter of
Transmittal,  (i) the holder of record of such Certificate  shall be entitled to
receive: (A) if it is a Company Certificate, a check in the amount equal to such
holder's pro rata portion of the Total Cash Merger  Consideration  as determined
pursuant to Section 2.01(a)(i) hereof in respect of such Certificate;  or (B) if
it is a Borden  Certificate,  a  certificate  representing  the  number of whole
shares of Company  Common  Stock to which such  holder is  entitled  pursuant to
Section  2.01(c) and cash in lieu of  fractional  shares (if any), to which such
holder is entitled pursuant to Section 2.01(d);  and (ii) such Certificate shall
be canceled.  Until so surrendered,  each  Certificate  shall be deemed from and
after the  Effective  Time to represent  only the right to receive such holder's
pro rata portion of either (x) the Total Cash Merger Consideration  contemplated
by Section 2.01(a)(i), or (y) the Merger Shares contemplated by Section 2.01(c).
Notwithstanding  anything contained herein to the contrary, no interest shall be
paid or shall accrue on any cash payable to any holder of a Certificate pursuant
to the provisions of this Article II.

          (d) NO  LIABILITY.  Notwithstanding  anything to the  contrary in this
Section 2.03,  none of the Exchange  Agent,  the Surviving  Corporation,  or any
party  hereto  shall be liable to any Person for any amount  properly  paid to a
public  official  pursuant to any applicable  abandoned  property,  escheat,  or
similar  law. If any  Certificate  has not been  surrendered  prior to the fifth
anniversary of the Effective Time (or immediately  prior to such earlier date on
which the pro rata portion of the Total Cash Merger  Consideration  contemplated
by Section  2.01(a)(i) in respect of such Certificate would otherwise escheat to
or become the  property of any  Governmental  Entity (as such term is defined in
Section 8.13)), any amounts payable in respect of such Certificate shall, to the
extent  permitted  by  applicable  law,  become the  property  of the  Surviving
Corporation,  free and clear of all claims or interests of any Person previously
entitled thereto.

     SECTION 2.04 NO FURTHER  OWNERSHIP RIGHTS IN COMPANY COMMON STOCK OR BORDEN
COMMON  STOCK.  The Per Share  Cash  Merger  Consideration  issued  or  issuable
following the surrender for exchange of Company  Certificates in accordance with
the terms hereof shall be issued or issuable in full  satisfaction of all rights
pertaining  to the shares of Company  Common  Stock  represented  by the Company
Certificates,  and there shall be no further  registration  of  transfers on the
records of the Surviving Corporation of such shares of Company Common Stock that
were issued and outstanding  immediately prior to the Effective Time. The Merger
Shares  issued or  issuable  following  the  surrender  for  exchange  of Borden
Certificates  representing  shares of Borden Common Stock in accordance with the
terms  hereof  shall be issued or  issuable in full  satisfaction  of all rights
pertaining to such shares of Borden Common Stock,  and there shall be no further
registration  of  transfers  on the  records of Borden of such  shares of Borden
Common Stock that were issued and outstanding immediately prior to the Effective
Time. If, after the Effective Time, any Certificate for shares of Company Common
Stock or Borden Common Stock  converted into the right to receive Per Share Cash
Merger  Consideration or Merger Shares,  as the case may be, is presented to the


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Surviving  Corporation for any reason,  such  Certificate  shall be canceled and
exchanged as provided in this Article II.

     SECTION  2.05  LOST,  STOLEN OR  DESTROYED  CERTIFICATES.  In the event any
Certificate  representing  shares of  Company  Common  Stock held of record by a
Small Stockholder shall have been lost, stolen, or destroyed, the Exchange Agent
shall  issue in  exchange  for such  Certificate,  following  the  making  of an
affidavit  of that fact by the record  holder  thereof,  such  holder's pro rata
portion of the Total Cash Merger  Consideration  as may be required  pursuant to
Section 2.01(a)(i) in respect of such Certificate;  PROVIDED,  HOWEVER, that the
Surviving  Corporation,  in its discretion  and as a condition  precedent to the
delivery thereof, may require the record holder of such Certificate to deliver a
bond in such sum as Company may reasonably direct as indemnity against any claim
that may be made against the Surviving  Corporation,  the Exchange Agent, or any
of their respective representatives or agents with respect to such Certificate.

     SECTION  2.06  WITHHOLDING  RIGHTS.  The  Surviving  Corporation  shall  be
entitled to deduct and  withhold  from the Per Share Cash  Merger  Consideration
otherwise  deliverable  under  this  Agreement,  and  from  any  other  payments
otherwise required pursuant to this Agreement,  to any Small Stockholders,  such
amounts as the  Surviving  Corporation  is required to deduct and withhold  with
respect to any such  deliveries and payments under the Internal  Revenue Code of
1986, as amended (the "CODE"), or any provision of state,  local,  provincial or
foreign tax law.  To the extent that  amounts  are so  withheld,  such  withheld
amounts  shall be treated  for all  purposes  of this  Agreement  as having been
delivered  and paid to such  holders  in respect  of which  such  deduction  and
withholding was made.

     SECTION 2.07  TERMINATION OF EXCHANGE  AGENT FUNDING.  Any portion of funds
(including any interest  earned thereon) held by the Exchange Agent that has not
been  delivered  to Small  Stockholders  pursuant to this  Article II within six
months  after  the  Effective  Time  shall  promptly  be paid  to the  Surviving
Corporation, and thereafter each holder of a Certificate who has not theretofore
complied with the exchange  procedures set forth in and  contemplated by Section
2.03(c)  shall look only to the  Surviving  Corporation  (subject  to  abandoned
property,  escheat,  and similar  laws) for its claim for such holder's pro rata
portion  of the Total  Cash  Merger  Consideration  only as a  general  creditor
thereof.

     SECTION 2.08 TAKING OF NECESSARY  ACTION;  FURTHER ACTION.  If, at any time
after the Effective  Time, any further action is necessary or desirable to carry
out the purposes of this  Agreement or to vest the  Surviving  Corporation  with
full right,  title, and interest in, to and under, or possession of, all assets,
property, rights, privileges, powers, and franchises of Borden, the officers and
directors of the Surviving  Corporation are fully  authorized in the name and on
behalf of Company or otherwise, to take all lawful action necessary or desirable
to accomplish  such purpose or acts, so long as such action is not  inconsistent
with this Agreement.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

     SECTION 3.01.  REPRESENTATIONS  AND  WARRANTIES  OF COMPANY.  Except as set
forth in the letter (with specific reference to the section of this Agreement to
which the information stated in such disclosure relates) delivered by Company to


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Borden  prior to the  execution of this  Agreement  (the  "DISCLOSURE  LETTER"),
Company represents and warrants to Borden and the Investors as follows:

          (a) ORGANIZATION, POWER, AND STANDING. Company and each Subsidiary (as
defined in Section 8.13) of Company:  (i) is a corporation  or other entity duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of the
jurisdiction  of its  organization  (except,  in the case of good standing,  for
entities  organized under the laws of any  jurisdiction  that does not recognize
such concept);  (ii) has all requisite corporate,  company, or partnership power
and authority to carry on its business as now being conducted;  and (iii) to the
Knowledge (as defined in Section 8.13) of Company, is duly qualified or licensed
to do business and is in good standing in each jurisdiction (except, in the case
of good  standing,  any  jurisdiction  that does not recognize  such concept) in
which the nature of its business or the ownership,  leasing, or operation of its
properties makes such qualification or licensing necessary, other than where the
failure to be so organized, existing, qualified, or licensed or in good standing
(except in the case of clause (i) above with respect to  Company),  individually
or in the aggregate,  is not reasonably likely to have a Material Adverse Effect
(as defined in Section  8.13).  Each  Subsidiary of Company is listed in Section
3.01(a) of the Disclosure  Letter.  Each  jurisdiction  in which Company and any
Subsidiary  of  Company  is  qualified  to do  business  is set forth in Section
3.01(a) of the Disclosure Letter.

          (b) CORPORATE POWER AND AUTHORITY; DUE AUTHORIZATION.  Company has all
requisite  corporate  power  and  authority  to enter  into this  Agreement,  to
consummate the transactions  contemplated  hereby,  subject,  in the case of the
Merger, to obtaining the Requisite Vote (as defined in Section 3.01(f)),  and to
comply with the provisions of this Agreement.  All corporate  action on the part
of Company,  its officers,  directors,  and stockholders  necessary for: (i) the
authorization,  execution, and delivery of this Agreement;  (ii) the performance
of all  obligations of Company under this  Agreement;  (iii) the  authorization,
issuance,  and delivery of the Merger Shares;  and (iv) the  consummation of the
transactions contemplated by this Agreement,  subject in the case of the Merger,
to obtaining  Requisite Vote, has been taken,  and this Agreement  constitutes a
valid and legally binding obligation of Company,  enforceable against Company in
accordance with its terms,  except as  enforceability  thereof may be limited by
applicable bankruptcy, insolvency, reorganization,  moratorium, or other similar
laws affecting creditors' rights generally, or by general equitable principles.

          (c)  NO  CONFLICT;  CONSENTS.  Except  for:  (i)  the  filing  of  the
Certificate of Merger as provided in Section 1.03;  (ii) the filing of the Proxy
Statement (as defined in Section 5.01) and a Schedule  13E-3 with the Securities
and Exchange  Commission  (the "SEC") and other  applicable  requirements of the
Securities  Exchange Act of 1934,  as amended (the  "EXCHANGE  ACT");  (iii) the
applicable  requirements  of  the  Securities  Act  of  1933,  as  amended  (the
"SECURITIES ACT"); and (iv) such consents,  approvals,  orders,  authorizations,
registrations,  declarations,  and filings as may be required  under  applicable
state  securities  laws and the  securities  laws of any  foreign  country,  the
execution  and  delivery  by  Company  of this  Agreement,  consummation  of the
transactions  contemplated  hereby,  and  the  performance  by  Company  of  its
obligations hereunder,  do not and will not: (A) require the consent,  approval,
action, order, declaration, or authorization of, any filing or notice to, or any
registration with, any Person under any statute, law, rule, regulation,  permit,
license,  agreement,  indenture,  or other  instrument  to which  Company or any


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Subsidiary of Company is a party, or to which any of their respective properties
are subject; (B) violate the terms of any instrument,  document, or agreement to
which Company or any Subsidiary of Company is a party, or by which Company,  any
Subsidiary of Company,  or the property of Company or any  Subsidiary of Company
is bound, or be in conflict with, result in a breach of, or constitute (upon the
giving of notice or lapse of time, or both) a default under any such instrument,
document,  or  agreement  or result in the  creation of any lien upon any of the
property  or assets of Company or any  Subsidiary  of  Company,  except for such
violations,  conflicts,  breaches,  and defaults  which,  individually or in the
aggregate,  would not have a Material  Adverse  Effect;  (C)  violate  Company's
Certificate  of  Incorporation  or  Bylaws;  or (D)  violate  any  order,  writ,
injunction,   decree,  judgment,   ruling,  law,  rule,  or  regulation  of  any
Governmental  Entity (as defined in Section  8.13)  applicable  to Company,  any
Subsidiary  of  Company,  the  business  or assets of  Company,  except for such
violations  which would not,  individually or in the aggregate,  have a Material
Adverse Effect.  Neither Company nor any Subsidiary of Company is subject to, or
a party to, any mortgage, lien, lease, agreement,  contract,  instrument, order,
judgment,  or decree or any other material  restriction of any kind or character
which would prevent or hinder the continued operation of the business of Company
and each  Subsidiary  of  Company,  taken  as a  whole,  after  the  Closing  on
substantially the same basis as theretofore operated.

          (d)  OWNERSHIP OF ASSETS.  Company and each  Subsidiary of Company has
title to all of its  respective  properties  and  assets,  other than  leased or
licensed property, in each case free and clear of any liens, security interests,
claims, charges,  options,  rights of tenants, or other encumbrances,  except as
reserved  against  in  Company's  Financial  Statements  (as  defined in Section
3.01(i)(ii)), to the extent and in the amounts so disclosed or reserved against,
and except for liens  arising  from  current  taxes not yet due and  payable and
other liens not having a Material Adverse Effect.

          (e)  CAPITALIZATION.  The authorized capital stock of Company consists
of: (i) 20,000,000 shares of Company Common Stock, of which 4,373,307 shares are
issued and outstanding;  (ii) 10,000,000  shares of preferred  stock,  $.001 par
value  per share  ("PREFERRED  STOCK"),  of  which:  (A)  5,600,000  shares  are
designated as Series B Preferred Stock (the "SERIES B PREFERRED STOCK"),  all of
which are issued and  outstanding;  (B) 850,000 shares are  designated  Series C
Preferred Stock (the "SERIES C PREFERRED STOCK"), none of which are outstanding;
(C) 400,000 shares are designated  Series D Preferred Stock ("SERIES D PREFERRED
STOCK"), of which 398,406 are issued and outstanding; and (D) 210,000 shares are
designated Series E Preferred Stock ("SERIES E PREFERRED  STOCK"),  all of which
are issued and outstanding.  There are no other issued and outstanding shares of
capital  stock or  voting  securities  of  Company.  All  outstanding  shares of
Company's capital stock have been duly authorized, and are validly issued, fully
paid,  and  nonassessable.  No party has any  preemptive  (whether  statutory or
contractual) rights in any capital stock of Company.  Except as disclosed in the
Company  SEC  Documents  (as  defined  in  Section  3.01(i)(i)),  there  are  no
outstanding convertible securities,  subscriptions,  options,  warrants,  calls,
rights,  commitments,  or any other agreement to which Company or any Subsidiary
of Company is a party, or by which Company or any Subsidiary of Company is bound
that,  directly or indirectly,  obligate Company or any Subsidiary of Company to
issue,  deliver or sell or cause to be issued,  delivered or sold any additional
securities or any other  capital stock of Company or any  Subsidiary of Company,
or any other securities convertible into, or exercisable or exchangeable for, or
evidencing  the right to subscribe for any such  securities or any other capital


                                       A-8
<PAGE>

stock  of  Company  or any  Subsidiary  of  Company.  Neither  Company  nor  any
Subsidiary of Company is a party to any agreement or understanding regarding the
voting or the registration under federal or state law of any shares of Company's
capital stock or the equity voting  interests of any Subsidiary of Company.  All
of the  outstanding  capital  stock or  other  equity  interests  in each of the
Subsidiaries  is owned by the  entities  reflected  in  Section  3.01(e)  of the
Disclosure  Letter,   free  and  clear  of  all  liens,   claims,   charges,  or
encumbrances.  To the Knowledge of Company,  all  outstanding  shares of capital
stock of each corporate  Subsidiary  have been validly issued and are fully paid
and  nonassessable.  All equity  interests  of each other  Subsidiary  have been
validly  issued and are fully paid.  The Merger  Shares,  when issued,  sold and
delivered in accordance  with the terms of this Agreement for the  consideration
expressed  herein:  (i)  will  be duly  and  validly  issued,  fully  paid,  and
nonassessable;  (ii) will not have been issued in  violation  of any  preemptive
rights;  (iii)  assuming  the  accuracy of the  representations  and  warranties
contained  in  Section  3.03  hereof,  will be  issued  in  accordance  with the
registration or qualification  provisions of the Securities Act and any relevant
state securities laws or pursuant to a valid exemption therefrom;  and (iv) will
be free of  restrictions  on transfer other than  restrictions on transfer under
applicable state and federal securities laws. As of (i) May 2, 2003, the Company
Common  Stock was, to the  Knowledge  of Company,  Held of Record (as defined in
Section  8.13) by 3,599  Persons;  and (ii)  the date  hereof,  no more  than 40
Persons hold outstanding options to acquire shares of the Company Common Stock.

          (f) VOTE REQUIRED; SPECIAL INDEPENDENT COMMITTEE; BOARD APPROVAL.

               (i) The affirmative vote at the Stockholders' Meeting (as defined
in Section 5.01(a)),  or any adjournment or postponement thereof, of the holders
outstanding  shares  representing  at  least  a  majority  of the  voting  power
represented by the then  outstanding  shares of Company  Common Stock,  Series B
Preferred Stock,  Series D Preferred Stock, and Series E Preferred Stock (voting
together  as  a  single   class  as  provided  in   Company's   Certificate   of
Incorporation)  in favor of adopting this Agreement (the "REQUISITE  VOTE"),  is
the only vote of the holders of any class or series of Company's  capital  stock
necessary  to  approve  or  adopt  this  Agreement  or the  consummation  of the
transactions contemplated by this Agreement under Delaware Law.

               (ii) The special independent  committee of the Board of Directors
of Company, comprised of Winston R. Hindle, Jr. and William J. Simione, Jr. (the
"SPECIAL COMMITTEE"),  at a meeting duly called and held at which all members of
the Special  Committee were present,  duly and unanimously  adopted  resolutions
(which  have not been  modified  or  rescinded):  (A)  approving  and  declaring
advisable the Merger, this Agreement, and the transactions  contemplated by this
Agreement;  (B)  declaring  that (I) it is in the best  interests  of  Company's
stockholders that Company enter into this Agreement and consummate the Merger on
the terms and subject to the  conditions set forth in this  Agreement,  and (II)
the terms and  conditions  of this  Agreement  and the  Merger  are fair to such
stockholders; and (C) recommending to the Board of Directors of Company that (I)
this Agreement be submitted to a vote for adoption at the Stockholders' Meeting,
and (II) it recommend that Company's stockholders adopt this Agreement.

               (iii) The Board of Directors of Company, at a meeting duly called
and held at which all  directors of Company were present,  duly and  unanimously
adopted  resolutions (which have not been modified or rescinded):  (A) approving


                                       A-9
<PAGE>

and  declaring  advisable  the  Merger,  this  Agreement,  and the  transactions
contemplated by this  Agreement;  (B) declaring that it is in the best interests
of Company's  stockholders that Company enter into this Agreement and consummate
the  Merger  on the  terms  and  subject  to the  conditions  set  forth in this
Agreement; (C) directing that this Agreement be submitted to a vote for adoption
at the Stockholders'  Meeting; and (iv) recommending that Company's stockholders
adopt this Agreement.

          (g) OPINION OF FINANCIAL  ADVISOR.  SunTrust  Robinson  Humphrey  (the
"FINANCIAL  ADVISOR")  has  delivered  its opinion,  dated June 4, 2003,  to the
Special Committee, to the effect that subject to the assumptions, qualifications
and limitations set forth therein (i) the Per Share Cash Merger Consideration to
be received by the Small  Stockholders  is fair, from a financial point of view,
to the Small  Stockholders,  and (ii) the Merger is fair, from a financial point
of view, to the stockholders of Company that are not Small Stockholders. A true,
correct,  and complete copy of such opinion has been provided to Borden prior to
or on the date hereof.

          (h)  COMPLIANCE  WITH  LAWS;  LICENSES  AND  PERMITS.  Company  is  in
compliance  with all, and has not, since December 31, 2001,  violated any, laws,
orders, rules, and regulations of any Governmental Entity applicable to Company,
except for such noncompliance or violations as would not, individually or in the
aggregate,  have a Material  Adverse  Effect.  Each  Subsidiary of Company is in
compliance  with all, and has not, since December 31, 2001,  violated any, laws,
orders,  rules,  and regulations of any Governmental  Entity  applicable to such
Subisidiary  of Company,  except for such  noncompliance  or violations as would
not, individually or in the aggregate,  have a Material Adverse Effect.  Neither
Company nor any Subsidiary of Company has received  written notice  alleging any
such  noncompliance or violation.  All licenses,  permits and approvals required
under any such laws,  orders,  rules, and regulations of a United States federal
Governmental  Entity are in full force and effect except where the failure to be
in full  force  and  effect  would not  reasonably  be  expected  to result in a
Material Adverse Effect.

          (i) COMPANY  SEC  DOCUMENTS;  FINANCIAL  STATEMENTS;  LIABILITIES  AND
OBLIGATIONS OF COMPANY.

               (i) Since  December 31,  2001,  Company has timely filed with the
SEC all forms, reports,  schedules,  statements, and other documents required to
be filed by it with the SEC (collectively, the "COMPANY SEC DOCUMENTS") pursuant
to the Exchange  Act, the  Securities  Act, and the SEC's rules and  regulations
thereunder.  Company has furnished, or otherwise made available, the Company SEC
Documents  to Borden  and each of the  Investors.  No  Subsidiary  of Company is
required to file any forms, reports,  schedules,  statements,  or other document
with the SEC. As of their  respective  dates,  each of the Company SEC Documents
complied in all material respects with the requirements of the Securities Act or
the Exchange Act, as the case may be, and the rules and  regulations  of the SEC
promulgated  thereunder applicable to such Company SEC Document, and none of the
Company SEC Documents at the time it was filed contained any untrue statement of
a  material  fact or  omitted to state a  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.

               (ii) The financial  statements  (including  the related notes) of
Company included in the Company SEC Documents (including,  in each case, balance
sheets,  statements of operations,  and statements of cash flows) (collectively,


                                       A-10
<PAGE>

the  "COMPANY  FINANCIAL  STATEMENTS"):  (A)  comply as to form in all  material
respects with the applicable accounting requirements and the published rules and
regulations  of the  SEC  with  respect  thereto;  (B)  have  been  prepared  in
accordance with United States generally accepted accounting  principles ("GAAP")
(except, in the case of unaudited statements, as permitted by Form 10-Q) applied
on a consistent basis during the periods involved (except as may be indicated in
the notes  thereto);  (C) are consistent  with the books and records of Company;
(D) fairly present in all material respects the consolidated  financial position
of Company and its  consolidated  subsidiaries as of the dates thereof and their
consolidated  results of  operations  and cash flows for the periods  then ended
(subject, in the case of unaudited statements,  to normal and recurring year-end
audit  adjustments  which  are  immaterial  in  amount);  and (E)  disclose  all
liabilities  of Company,  whether  absolute,  contingent,  accrued or otherwise,
existing as of the date thereof that are of a nature required to be reflected in
financial   statements   prepared  in  accordance  with  GAAP,  and  except  for
liabilities  that,  individually or in the aggregate,  would not have a Material
Adverse Effect.

               (iii)  Neither  Company  nor any  Subsidiary  of Company  has any
liability or obligation  (whether  accrued,  absolute,  contingent or otherwise)
that has arisen or been accrued or otherwise  incurred  since December 31, 2001,
including  any  liability  that might result from an audit of its tax returns by
any taxing authority,  except for: (A) liabilities that,  individually or in the
aggregate,  would not have a Material  Adverse  Effect;  (B) the liabilities and
obligations  of Company and each  Subsidiary  of Company  that are  disclosed or
reserved  against in the balance sheet of the most recent date  contained in the
Company SEC Documents, to the extent and in the amounts so disclosed or reserved
against;  and (C)  liabilities  incurred  or accrued in the  ordinary  course of
business   thereafter,   and   liabilities   incurred  in  connection  with  the
transactions contemplated hereby.

               (iv) Except as  disclosed  in the most recent  Company  Financial
Statements,  neither  Company nor any  Subsidiary  of Company is in default with
respect  to any  liability  or  obligation  that has  arisen or been  accrued or
otherwise   incurred  since  December  31,  2001,   except  for  defaults  that,
individually or in the aggregate would not have a Material  Adverse Effect,  and
all such  liabilities  or  obligations  shown or  reflected  in the most  recent
Company Financial Statements and such liabilities incurred or accrued thereafter
were incurred in the ordinary course of business, and except for liabilities and
obligations,  that, individually or in the aggregate,  would not have a Material
Adverse Effect.

          (j) TAXES.  Except as to any  noncompliance  with any of the following
provisions  that would not,  individually  or in the aggregate,  have a Material
Adverse Effect:

               (i) All tax returns  required  to be filed by Company  and/or its
Affiliated  Group (as defined in Section  1504(a) of the Code) with the Internal
Revenue  Service  on or before the date  hereof  (the "TAX  RETURNS")  have been
timely  filed and all amounts  shown as owing  thereon  have been paid.  All Tax
Returns are correct and complete in all material respects and accurately reflect
all liability  for taxes for the periods  covered  thereby.  All taxes which are
required to be collected or withheld by Company and its  Affiliated  Group under
the Code or any rules and regulations  promulgated thereunder on or prior to the
date hereof have been so collected or withheld.  All deposits required by law to
be made by Company and its Affiliated  Group on or prior to the date hereof with
respect to employees' withholding taxes have been duly made. Neither Company nor


                                       A-11
<PAGE>

any member of its  Affiliated  Group has  received  written  notice from any tax
authority  of the  assessment  or proposed  assessment  of any tax  liabilities,
disallowances,  or  assessments  under  the Code or any  rules  and  regulations
promulgated thereunder which remain unpaid. There is no examination currently in
progress  of the Tax  Returns of Company or its  Affiliated  Group by any taxing
authority for which Company or any member of its  Affiliated  Group has received
any notice,  and, to the  Knowledge  of Company,  no such  examination  has been
threatened by any taxing authority.

               (ii) The Company Financial Statements for the year ended December
31, 2002 and the  unaudited  interim  quarter  ending  March 31, 2003 reflect an
adequate reserve for deferred taxes established for timing  differences  between
book and tax accounting income/asset basis.

          (k) CONTRACTS,  AGREEMENTS AND INSTRUMENTS  GENERALLY.  All contracts,
agreements,  commitments,  and other  instruments  (whether  oral or written) to
which  Company or any  Subsidiary  of Company  was a party as of the date hereof
that involve a receipt or an expenditure by Company or any Subsidiary or require
the performance of services or delivery of goods to, by,  through,  on behalf of
or for the benefit of Company or any Subsidiary, which in each case relates to a
contract,  agreement,  commitment or instrument  that requires (or is reasonably
expected to require) payments or provides (or is reasonably expected to provide)
for receipts in excess of $50,000 on an annual basis (the "MATERIAL  CONTRACTS")
are in full force and effect. None of Company,  any Subsidiary of Company,  and,
to the  Knowledge  of  Company,  any  other  Person  party to any such  Material
Contract  has  breached  any  provision  of, or is in default  under,  the terms
thereof,  the breach of or default  under which  would,  individually  or in the
aggregate, have a Material Adverse Effect.

          (l)  INTELLECTUAL  PROPERTY.  Neither  Company nor any  Subsidiary  of
Company  has  received  any notice  of, or has any  Knowledge  of, any  asserted
infringement  by Company or any  Subsidiary  of Company of any rights of a third
party with respect to any trademarks, trade names, service marks, service names,
brand names,  patents,  copyrights,  any applications  for the foregoing,  trade
secrets, inventions,  know-how, information, or any other proprietary rights and
processes   (collectively,   "INTELLECTUAL  PROPERTY")  that  Company  believes,
individually or in the aggregate,  would have a Material Adverse Effect. Neither
Company nor any  Subsidiary  of Company has  received  any notice of, or has any
Knowledge  of,  infringement  by a third party with respect to any  Intellectual
Property of, or exclusively licensed to, Company or of any Subsidiary of Company
that Company believes,  individually or in the aggregate,  would have a Material
Adverse  Effect.  Company has taken  reasonable  steps to protect  the  material
Intellectual Property of Company and its Subsidiaries.  The execution,  delivery
and  performance  by  Company of this  Agreement,  and the  consummation  of the
transactions  contemplated hereby, will not, to the Knowledge of Company, result
in the loss or  impairment  of, or give rise to any right of any third  party to
terminate or materially  alter,  any of Company's  material rights to own any of
its Intellectual  Property or its material rights under any agreements  relating
to such  Intellectual  Property,  nor require  the  consent of any  Governmental
Entity or third party in respect of any such Intellectual Property.

          (m) LABOR MATTERS.  Since December 31, 2001,  neither  Company nor any
Subsidiary of Company has been the subject of any known union  activity or labor
dispute,  nor has there been any strike of any kind called or, to the  Knowledge


                                       A-12
<PAGE>

of  Company,  threatened  to be called  against  Company  or any  Subsidiary  of
Company.  Neither  Company  nor any  Subsidiary  of  Company  has  violated  any
applicable  federal  or  state  law or  regulation  relating  to  labor or labor
practices,  except where such violation has or will have, individually or in the
aggregate, no Material Adverse Effect. Company and each Subsidiary of Company is
in  compliance   with  all  applicable   requirements  of  the  Immigration  and
Nationality  Act of 1952, as amended by the  Immigration  and Nationality Act of
1986 and the regulations promulgated thereunder, except where such noncompliance
has and will have, individually or in the aggregate, no Material Adverse Effect.

          (n) ABSENCE OF CERTAIN CHANGES. Except as disclosed in the Company SEC
Documents,  since December 31, 2002, Company and each Subsidiary of Company have
conducted its business only in the ordinary  course of such business and neither
Company nor any  Subsidiary  of Company  has:  (i)  suffered a Material  Adverse
Effect, or become aware of any circumstances  which might reasonably be expected
to result in such a Material Adverse Effect;  or suffered any material  casualty
loss to its assets  (regardless of whether such assets are insured),  except for
losses that, individually or in the aggregate, would not have a Material Adverse
Effect; (ii) incurred any material obligations, except in the ordinary course of
business  consistent with past practices;  (iii) permitted or allowed any assets
to be mortgaged,  pledged,  or subjected to any lien or encumbrance,  except for
liens for  taxes  not yet due and  payable  and  liens  and  encumbrances  that,
individually or in the aggregate, would not have a Material Adverse Effect; (iv)
written down the value of any inventory,  contract or other intangible asset, or
written off as  uncollectible  any notes or accounts  receivable  or any portion
thereof,  except  for  write-downs  and  write-offs  in the  ordinary  course of
business, consistent with past practice and at a rate no greater than during the
latest completed fiscal year; cancelled any other debts or claims, or waived any
rights  of  substantial  value,  or  sold  or  transferred  any of its  material
properties or assets, real, personal, or mixed,  tangible or intangible,  except
in the ordinary  course of business and consistent with past practice and except
for those  that,  individually  or in the  aggregate,  would not have a Material
Adverse Effect; (v) sold,  licensed or transferred or agreed to sell, license or
transfer,  any of its assets,  except in the  ordinary  course of  business  and
consistent with past practice;  (vi) to Company's Knowledge,  received notice of
any  pending  or  threatened  adverse  claim  or  an  alleged   infringement  of
proprietary material,  whether such claim or infringement is based on trademark,
copyright, patent, license, trade secret, contract, or other restrictions on the
use or disclosure of proprietary materials; (vii) incurred obligations to refund
money to customers, except in the ordinary course of business, all of which will
have no Material Adverse Effect; (viii) become aware of any event, condition, or
other circumstance  relating solely to its assets (as opposed to any such event,
condition,  or circumstance which is, for example,  national or industry-wide in
nature) which might  reasonably be expected to have a Material  Adverse  Effect;
(ix) made any capital expenditures or commitments, any one of which is more than
$100,000, for additions to property,  plant, or equipment without prior approval
of the Board of Directors of Company; (x) made any material change in any method
of accounting or accounting practice; (xi) paid, loaned, guaranteed, or advanced
any material amount to, or sold, transferred,  or leased any material properties
or assets (real, personal, or mixed, tangible or intangible) to, or entered into
any  agreement,  arrangement,  or  transaction  with  any  of  its  officers  or
directors,  or any  business  or entity  in which any  officer  or  director  of
Company,  or any affiliate or associate of any of such Persons has any direct or
indirect interest;  or (xii) agreed to take any action described in this Section
3.01(n).



                                       A-13
<PAGE>

          (o) LEASES.  All leases pursuant to which Company or any Subsidiary of
Company  leases real or personal  property are in full force and effect,  and no
event has  occurred  which is a default or which  with the  passage of time will
constitute a default by Company or any Subsidiary of Company thereunder, nor has
any such event  occurred to the Knowledge of Company,  which is a default by any
other party to such lease,  except where any such event,  individually or in the
aggregate,  would not reasonably be expected to have a Material  Adverse Effect.
No  consent  of any  lessor is  required  in  connection  with the  transactions
contemplated by this Agreement.

          (p)  LITIGATION.  Except as  disclosed  in the Company SEC  Documents,
there are no claims, actions, proceedings or governmental investigations pending
or, to the Knowledge of Company, threatened against Company or any Subsidiary of
Company,  by or  before  any  court  or other  Governmental  Entity,  which,  if
adversely  determined,  would  individually  or in the aggregate have a Material
Adverse  Effect.  As of the  date  hereof,  no  action  or  proceeding  has been
instituted or, to the Knowledge of Company, threatened before any court or other
Governmental  Entity or  regulatory  body by any Person  seeking to  restrain or
prohibit  the  execution,  delivery  or  performance  of this  Agreement  or the
consummation of the transactions contemplated hereby.

          (q) EMPLOYEE BENEFIT PLANS.

               (i) Each  "employee  benefit plan" (as defined by Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")),  and
any other bonus, profit sharing, pension,  compensation,  deferred compensation,
stock  option,   stock  purchase,   fringe  benefit,   severance,   scholarship,
disability, sick leave, vacation, bonus, retention, or other plan, agreement, or
arrangement  that Company or any Subsidiary of Company  maintains or contributes
to, or is a party to or  otherwise  has any  liability  in respect of (each such
plan, agreement or arrangement and related trust,  insurance contract or fund is
referred  to  herein  as an  "EMPLOYEE  BENEFIT  PLAN",  and  collectively,  the
"EMPLOYEE  BENEFIT PLANS") has, since December 31, 2001, been  administered  and
operated in compliance with its terms, and complied in all material  respects in
form and in operation with the applicable requirements of ERISA and the Code and
other   applicable   law,  except  for  such   noncompliance   that  would  not,
individually, or in the aggregate, have a Material Adverse Effect.

               (ii)  With  respect  to each  Employee  Benefit  Plan:  (A)  each
Employee  Benefit Plan that is intended to be qualified  under Section 401(a) of
the Code has received a determination letter from the IRS to the effect that the
Employee  Benefit Plan is qualified  under  Section 401 of the Code and that any
trust  maintained  pursuant thereto is exempt from federal income taxation under
Section 501 of the Code,  and  nothing  has  occurred  or, to the  Knowledge  of
Company,  is expected to occur that  caused or could  reasonably  be expected to
cause the loss of such  qualification  or  exemption  or the  imposition  of any
penalty or tax liability; (B) all payments required by the Employee Benefit Plan
or by law (including all  contributions,  insurance  premiums,  premiums due the
PBGC or  intercompany  charges) with respect to all periods  since  December 31,
2001 through the date hereof have been made;  (C) there are, and since  December
31, 2001, there have been, no violations of or failures to comply with ERISA and
the Code with  respect  to the  filing of  applicable  reports,  documents,  and
notices  regarding the Employee  Benefit Plan with DOL, the IRS, the PBGC or any
other governmental  authority, or any of the assets of the Employee Benefit Plan


                                       A-14
<PAGE>

or any related trust,  except for such  violations or  noncompliance  that would
not, individually,  or in the aggregate,  have a Material Adverse Effect; (D) no
claims, lawsuit, arbitration or other action has been asserted or instituted or,
to the Knowledge of Company,  threatened in writing against the Employee Benefit
Plan, any trustee or fiduciaries  thereof,  Company or any ERISA Affiliate,  any
director,  officer or  employee  thereof,  or any of the assets of the  Employee
Benefit  Plan or any related  trust  since  December  31, 2001  through the date
hereof,  except for routine  claims for  benefits;  and (E) to the  Knowledge of
Company,  the Employee  Benefit Plan is not under audit or  investigation by the
IRS or the DOL or any other governmental  authority and no such completed audit,
if any, has resulted in the imposition of any tax, interest or penalty.

               (iii) Neither the consummation of the  transactions  contemplated
by this Agreement nor any termination of employment  following such transactions
will  accelerate  the time of the payment or vesting of, or increase  the amount
of,  compensation  due to any  employee or former  employee  whether or not such
payment would constitute an "excess parachute payment" under Section 280G of the
Code.

               (iv) There are no unfunded obligations under any Employee Benefit
Plan which are not fully reflected on the Company Financial  Statements,  to the
extent required by GAAP.

          (r) BUSINESS  PRACTICES.  Neither Company,  any Subsidiary of Company,
nor to the Knowledge of Company, any directors, officers, agents or employees of
Company or any Subsidiary of Company (in their capacities as such) has: (i) used
any funds for unlawful  contributions,  gifts,  entertainment  or other unlawful
expenses  relating to  political  activity,  (ii) made any  unlawful  payment to
foreign or domestic government  officials or employees or to foreign or domestic
political parties or campaigns; or (iii) made any other unlawful payment, in all
cases except  where the impact from such  contributions,  gifts,  entertainment,
payments, violations agreements,  arrangements, actions or payments would not in
the aggregate have a Material Adverse Effect.

          (s) STATE TAKEOVER STATUTES. Company is not governed by Section 203 of
the DGCL. No other "fair price,"  "moratorium,"  "control share  acquisition" or
other  similar  state  takeover  statute or  regulation  is  applicable  to this
Agreement or any of the transactions contemplated by this Agreement.

          (t)  BROKERS  AND  FINDERS.  Except  for  payment  obligations  to the
Financial  Advisor,  as set forth in the engagement letter dated as of April 16,
2003, a true, correct and complete copy of which has been provided to Borden and
the  Investors  prior to the date  hereof,  Company has not,  nor will it incur,
directly or indirectly,  any liability for brokerage or finders' fees or agents'
commissions  or investment  bankers'  fees or any similar  charges in connection
with this Agreement or any transaction contemplated hereby.

          (u) SCHEDULE 13E-3 AND PROXY STATEMENT. Neither the Schedule 13E-3 nor
the Proxy  Statement  will, at the respective  times filed with the SEC or first
published,  sent  or  given  to  stockholders,  or,  in the  case  of the  Proxy
Statement,  at the date mailed to Company's  stockholders and at the time of the
Stockholders'  Meeting,  contain any untrue statement of a material fact or omit


                                       A-15
<PAGE>

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. The Schedule 13E-3 and the Proxy Statement will, when
filed by Company with the SEC,  comply as to form in all material  respects with
the  applicable  provisions  of the Exchange  Act and the rules and  regulations
thereunder.  Notwithstanding  the foregoing,  Company makes no representation or
warranty with respect to the statements  made in any of the foregoing  documents
based on information  supplied by or on behalf of Borden or the Investors or any
of their affiliates specifically for inclusion therein.

          (v)  ACCURACY OF  REPRESENTATIONS.  No  representation  or warranty by
Company  contained  in  this  Agreement  and  no  statement   contained  in  any
certificate  or schedule  furnished to Borden or the  Investors  pursuant to the
provisions  hereof contains any untrue  statement of a material fact or omits to
state a material  fact  necessary in order to make the  statements  therein,  in
light of the circumstances under which they were made, not misleading.

     SECTION 3.02.  REPRESENTATIONS AND WARRANTIES OF BORDEN.  Borden represents
and warrants to Company as follows:

          (a)  ORGANIZATION.  Borden is a corporation  duly  organized,  validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
organization,  and has all requisite  corporate  power and authority to carry on
its business as now being conducted.

          (b) CORPORATE POWER AND AUTHORITY;  DUE AUTHORIZATION.  Borden has all
requisite  corporate  power  and  authority  to enter  into this  Agreement,  to
consummate  the  transactions  contemplated  hereby,  and  to  comply  with  the
provisions of this Agreement.  All corporate  action on the part of Borden,  its
officers,  directors,  and  stockholders  necessary for: (i) the  authorization,
execution  and  delivery  of  this  Agreement;   (ii)  the  performance  of  all
obligations of Borden under this  Agreement;  and (iii) the  consummation of the
transactions  contemplated by this Agreement has been taken,  and this Agreement
constitutes  a valid and  legally  binding  obligation  of  Borden,  enforceable
against Borden in accordance with its terms,  except as  enforceability  thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
or other  similar laws  affecting  creditors'  rights  generally,  or by general
equitable principles.

          (c) NO CONFLICT; CONSENTS. Except for the filing of the Certificate of
Merger as provided in Section 1.03, the execution and delivery by Borden of this
Agreement,  consummation  of  the  transactions  contemplated  hereby,  and  the
performance  by Borden of its  obligations  hereunder,  do not and will not: (A)
require the consent, approval, action, order, declaration,  or authorization of,
any filing or notice to, or any registration with, any Person under any statute,
law,  rule,  regulation,   permit,  license,  agreement,   indenture,  or  other
instrument  to which  Borden  is a  party,  or to  which  any of its  respective
properties are subject;  (B) violate the terms of any instrument,  document,  or
agreement  to which  Borden is a party or by which  Borden,  or the  Property of
Borden is bound,  or be in conflict  with,  result in a breach of, or constitute
(upon the  giving  or notice or lapse of time or both) a default  under any such
instrument,  document or  agreement or result in the creation of a lien upon any
of the  property  or assets of Borden,  except for such  violations,  conflicts,
breaches, and defaults which individually or in the aggregate,  would not have a
material  adverse  effect  on  Borden;  (C)  violate  Borden's   Certificate  of


                                       A-16
<PAGE>

Incorporation or Bylaws;  or (D) violate any order,  writ,  injunction,  decree,
judgment,  ruling,  law,  rule,  or regulation  of any  Governmental  Entity (as
defined in Section 8.13) applicable to Borden, the business or assets of Borden,
except for such  violations  which would not,  individually or in the aggregate,
have a material adverse effect on Borden.

          (d) CAPITALIZATION.  As of the date of this Agreement,  the authorized
capital stock of Borden consists of 1,000 shares of Common Stock, of which 1,000
shares are issued and outstanding.  As of the date of this Agreement,  there are
no other issued and outstanding  shares of capital stock or voting securities of
Borden.  All  outstanding  shares  of  Borden's  capital  stock  have  been duly
authorized,  and are validly issued, fully paid and nonassessable.  No party has
any preemptive (whether statutory or contractual) rights in any capital stock of
Borden. There are no outstanding convertible securities, subscriptions, options,
warrants, calls, rights,  commitments, or any other agreement to which Borden is
a party,  or by which Borden is bound that,  directly or  indirectly,  obligates
Borden to issue,  deliver or sell or cause to be issued,  delivered or sold, any
additional  securities  or any  other  capital  stock of  Borden,  or any  other
securities  convertible  into, or exercisable or exchangeable for, or evidencing
the right to subscribe  for any such  securities  or any other  capital stock of
Borden.

          (e) SCHEDULE  13E-3 AND PROXY  STATEMENT.  No document  filed or to be
filed by or on  behalf of  Borden  or any of the  Investors  with the SEC or any
other  Governmental  Entity in connection with the transactions  contemplated by
this Agreement nor any information  supplied by or on behalf of Borden or any of
the  Investors  specifically  for  inclusion in the Schedule  13E-3 or the Proxy
Statement will, at the respective times filed with the SEC or other Governmental
Entity,  or at any time  thereafter  when the  information  included  therein is
required to be updated  pursuant to applicable law, or, in the case of the Proxy
Statement,  at the date mailed to Company's  stockholders and at the time of the
Stockholders'  Meeting,  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 made therein,  in light of the circumstances  under which
they were made, not misleading.  Notwithstanding the foregoing,  Borden makes no
representation  or warranty with respect to the statements made in the foregoing
documents  based on  information  supplied  by or on  behalf of  Company  or any
Subsidiary  of Company,  or  affiliates  (other  than Borden and the  Investors)
specifically for inclusion therein.

          (f) INTERIM  OPERATIONS  OF BORDEN.  Borden was formed  solely for the
purpose of engaging in the  transactions  contemplated by this Agreement and has
engaged  in  no  business  other  than  in  connection  with  the   transactions
contemplated by this Agreement.

          (g) CAPITAL RESOURCES. Borden has sufficient cash or access to cash to
pay the Total Cash Merger Consideration.

     SECTION  3.03.  REPRESENTATIONS  AND  WARRANTIES  OF  THE  INVESTORS.  Each
Investor,  severally  and not  jointly  with  respect to such  Investor,  hereby
represents and warrants to Company as follows:

          (a) AUTHORIZATION.  The Investor has full power and authority to enter
into this Agreement,  and such agreement  constitutes  the Investor's  valid and
legally binding obligation,  enforceable in accordance with its terms, except as
the  enforceability  of any of the  aforementioned  agreements may be limited by


                                       A-17
<PAGE>

bankruptcy,  insolvency,  reorganization,  moratorium,  or  other  similar  laws
relating to or affecting  the rights of creditors  generally and except that the
remedy  of  specific  performance  and  injunctive  relief  and  other  forms of
equitable  relief may be subject to equitable  defenses and to the discretion of
any court before which any proceeding therefor may be brought.

          (b) PURCHASE  ENTIRELY FOR OWN  ACCOUNT.  This  Agreement is made with
such Investor in reliance upon such Investor's  representation to Company, which
by the Investor's  execution of this Agreement  such Investor  hereby  confirms,
that the Merger  Shares to be received by such  Investor  pursuant to the Merger
will be acquired  for  investment  for such  Investor's  own  account,  not as a
nominee or agent,  and not with a view to the resale or distribution of any part
thereof,  and that such Investor has no present  intention of selling,  granting
any  participation  in, or otherwise  distributing  the same. By executing  this
Agreement, such Investor further represents that such Investor does not have any
contract,  undertaking,  agreement  or  arrangement  with  any  Person  to sell,
transfer or grant  participations  to such Person or to any third  Person,  with
respect to any of such Merger Shares.

          (c) DISCLOSURE OF INFORMATION. The Investor represents that he has had
an opportunity to ask questions and receive  answers from Company  regarding the
terms and  conditions  of the  offering of the Merger  Shares and the  business,
properties,  prospects,  and financial  condition of Company.  The Investor also
acknowledges  that to the  extent he is a member of the  Board of  Directors  of
Company, he receives information  regarding Company incident with such position.
The  foregoing,  however,  does not  limit or  modify  the  representations  and
warranties  of  Company in Section  3.01 of this  Agreement  or the right of the
Investor to rely thereon.

          (d) INVESTMENT  EXPERIENCE.  The Investor is an investor in securities
of companies in the development  stage and acknowledges  that he is able to fend
for  himself,  can  bear  the  economic  risk of his  investment,  and has  such
knowledge and experience in financial or business  matters that he is capable of
evaluating the merits and risks of the investment in the Merger Shares.

          (e)  ACCREDITED  INVESTOR.  The Investor is an  "accredited  investor"
within the meaning of Rule 501 of Regulation D promulgated  under the Securities
Act, as presently in effect.

          (f) RESTRICTED  SECURITIES.  The Investor  understands that the Merger
Shares he is purchasing are  characterized as "restricted  securities" under the
federal  securities  laws inasmuch as they are being  acquired from Company in a
transaction  not  involving  a public  offering  and that  under  such  laws and
applicable  regulations such securities may be resold without registration under
the Securities Act only in certain limited  circumstances.  In this  connection,
the Investor  represents  that he is familiar with SEC Rule 144, as presently in
effect,  and  understands  the resale  limitations  imposed  thereby  and by the
Securities  Act,  and  acknowledges  that  the  provisions  of SEC  Rule 144 are
unlikely to be available for resales of the Merger Shares.



                                       A-18
<PAGE>

          (g) FURTHER  LIMITATIONS ON  DISPOSITION.  Without in any way limiting
the representations set forth above, the Investor further agrees not to make any
disposition of all or any portion of the Merger Shares unless and until:

               (i) There is then in effect a  registration  statement  under the
Securities Act covering such proposed  disposition and such  disposition is made
in accordance with such registration statement; or

               (ii)  (A)  The   transferee   can  and  will  make  in   writing,
representations  to Company of the type set forth in  subparagraphs  (a) through
(f) of Section 3.02,  and has agreed in writing for the benefit of Company to be
bound by the  provisions of this Section  3.03(g);  (B) the Investor  shall have
notified Company of the proposed  disposition;  and (C) if requested by Company,
the Investor shall have furnished Company with an opinion of counsel, reasonably
satisfactory to Company that such disposition  will not require  registration of
such shares under the Securities Act. It is agreed that Company will not require
opinions of counsel for transactions made pursuant to Rule 144, if available.

               (iii)  Notwithstanding  the  provisions  of clauses  (i) and (ii)
above, no such  registration  statement or opinion of counsel shall be necessary
for a transfer by the  Investor by gift,  will or intestate  succession,  if the
transferee  agrees in  writing  to be  subject  to the terms  hereof to the same
extent as if he or she were the Investor hereunder.

          (h) LEGENDS.  It is understood  that the  certificates  evidencing the
Merger Shares may bear the following legends:

               (i)  "THESE   SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933,  AS  AMENDED.  THEY MAY NOT BE SOLD,  OFFERED FOR SALE,
PLEDGED OR  HYPOTHECATED  IN THE ABSENCE OF A  REGISTRATION  STATEMENT IN EFFECT
WITH  RESPECT  TO THE  SECURITIES  UNDER  SUCH  ACT  OR AN  OPINION  OF  COUNSEL
SATISFACTORY  TO COMPANY THAT SUCH  REGISTRATION  IS NOT REQUIRED OR UNLESS SOLD
PURSUANT TO RULE 144 OF SUCH ACT."

               (ii) Any legend required by applicable state securities laws.

                                   ARTICLE IV
                    COVENANTS RELATING TO CONDUCT OF BUSINESS

     SECTION  4.01  CONDUCT OF BUSINESS  OF COMPANY.  During the period from the
date of this  Agreement and continuing  until the earlier of the  termination of
this  Agreement  and  the  Effective  Time,  except  as  otherwise  required  or
contemplated  hereunder  or as required  by  applicable  law,  without the prior
written  consent of Borden,  Company shall,  and shall cause each  Subsidiary of
Company to:

          (a) use all reasonable efforts to conduct its business in all material
respects  only in the  ordinary  course of  business  and  consistent  with past
practice;

          (b) not amend its Certificate or Articles of  Incorporation  or Bylaws
or declare,  set aside or pay any dividend,  or other distribution or payment in
cash, stock, or property in respect of its capital stock or acquire, directly or


                                       A-19
<PAGE>

indirectly, any of its capital stock, other than the declaration or payment of a
cash dividend by Company to holders of Preferred  Stock in accordance with their
terms or dividends declared or paid by a wholly-owned Subsidiary;

          (c) not issue,  grant,  sell,  or pledge or  authorize  the  issuance,
grant,  sale,  or pledge of any shares of, or rights of any kind to acquire  any
shares of, its capital stock other than (i) Company  Common Stock  issuable upon
the  exercise  of  stock  options  outstanding  on or  prior to the date of this
Agreement or the  conversion of any  convertible  securities  outstanding  on or
prior to the date of this Agreement or (ii) options to acquire shares of Company
Common Stock to no more than 5 Persons pursuant to existing stock option plans;

          (d) not,  without  the prior  approval  of the Board of  Directors  of
Company,  (i) sell,  transfer,  lease,  or otherwise  dispose of or encumber any
assets  which are  material,  individually  or in the  aggregate,  to  Company's
business,  taken as a whole,  except  in the  ordinary  course of  business  and
consistent with past practice; or (ii) acquire or agree to acquire by merging or
consolidating  with, or by purchasing a substantial portion of the assets of, or
by any other manner, any business or any corporation,  partnership,  association
or other business  organization  or division  thereof,  or otherwise  acquire or
agree  to  acquire  any  assets  which  are  material,  individually  or in  the
aggregate, to its business, taken as a whole, or acquire or agree to acquire any
equity securities of any Person;

          (e) use all  commercially  reasonable  efforts to preserve  intact its
business  organizations  and to keep  available  the services of its present key
officers and employees;

          (f) not,  without  the prior  approval  of the Board of  Directors  of
Company,  enter  into or amend any  Material  Contract,  except in the  ordinary
course of business and consistent with past practice;

          (g) not  adopt a plan of  complete  or  partial  liquidation  or adopt
resolutions  providing  for the  complete or partial  liquidation,  dissolution,
consolidation, merger, restructuring, or recapitalization of Company;

          (h) except in the ordinary course of business and consistent with past
practice, not grant any severance or termination pay (otherwise than pursuant to
policies  or  contracts  in  effect  on the date  hereof  and  described  in the
Disclosure  Letter) to, or enter into any employment  agreement with, any of its
executive officers or directors;

          (i) not: (i) increase,  except as consistent with past practice in the
ordinary course of business,  the  compensation  payable or to become payable to
its  officers  or  employees;  (ii) enter  into any  contract  or other  binding
commitment in respect of any such increase with any of its  directors,  officers
or other  employees,  except in the ordinary  course of business and  consistent
with past practice;  or (iii) establish,  adopt, enter into, make any new grants
or awards  under,  or amend any  collective  bargaining  agreement  or  Employee
Benefit Plan, except as required by applicable law,  including any obligation to
engage in good faith collective bargaining,  to maintain tax-qualified status or
as may be required by any Employee Benefit Plan as the date hereof;

          (j) not,  without  the prior  approval  of the Board of  Directors  of
Company,  settle or compromise any material claims,  or litigation or, except in
the ordinary course of business consistent with past practice, modify, amend, or


                                       A-20
<PAGE>

terminate  any of its  Material  Contracts  or waive,  release,  or  assign  any
material  rights or claims,  or make any  payment,  direct or  indirect,  of any
material  liability  before the same becomes due and payable in accordance  with
its terms;

          (k) not take any action,  other than  reasonable  and usual actions in
the ordinary  course of business and consistent  with past practice with respect
to accounting  policies or procedures  (including  tax  accounting  policies and
procedures),  except as may be required  by the SEC,  the  Financial  Accounting
Standards Board or GAAP;

          (l) confer at such times as Borden may reasonably  request with one or
more  representatives of Borden and the Investors to report material operational
matters and the general status of ongoing operations (in each case to the extent
Borden reasonably requires such information);

          (m) not,  without prior approval of the Board of Directors of Company:
(i) enter into any loan or credit  agreement,  or incur any indebtedness  (other
than  borrowings  under its  existing  credit  agreement);  (ii)  guarantee  any
indebtedness or amend any existing loan or credit agreement; (iii) make or enter
into an  agreement  or  contract  for capital  expenditures,  except for capital
expenditures in the ordinary  course of business  consistent with past practice,
that  exceed  $100,000  or  $250,000  in the  aggregate;  or (iv) enter into any
agreement or contract outside the ordinary course of business of Company;

          (n) not adjust, split, combine, or reclassify its capital stock;

          (o) not create or acquire any subsidiaries;

          (p) not make any  material tax  election or settle or  compromise  any
material tax liability; and

          (q) not  authorize,  or enter into any agreement or  arrangement to do
any of the foregoing,  or otherwise to take any of the foregoing actions, or any
action  that  could   reasonably   be   expected   to  make  any  of   Company's
representations or warranties contained in this Agreement untrue or incorrect or
prevent  Company  from  performing  or cause  Company not to perform one or more
covenant required hereunder to be performed by Company.

     SECTION 4.02 SUPERIOR PROPOSALS.

          (a) At any time prior to obtaining  the Requisite  Vote,  the Board of
Directors of Company may, in response to a Superior Proposal:

               (i) withdraw or modify in a manner adverse to Borden,  or propose
publicly to withdraw or modify in a manner adverse to Borden, the recommendation
or declaration of  advisability  by such Board of Directors of this Agreement or
the Merger or  recommend,  or propose  publicly to  recommend,  the  approval or
adoption  of any  Superior  Proposal or resolve or agree to take such action (an
"ADVERSE RECOMMENDATION"); and

               (ii) cause  Company  to  terminate  this  Agreement  pursuant  to
Section  7.01(f)(ii) and concurrently enter into a letter of intent,  memorandum
of  understanding,   agreement  in  principle,   acquisition  agreement,  merger


                                       A-21
<PAGE>

agreement, option agreement, joint venture agreement,  partnership agreement, or
other agreement (each, an "ACQUISITION AGREEMENT") with respect to such Superior
Proposal;

PROVIDED,  HOWEVER,  that Company shall not terminate this Agreement pursuant to
Section  7.01(f)(ii),   and  any  purported   termination  pursuant  to  Section
7.01(f)(ii)  shall be void and of no force or effect,  unless Company shall have
complied  with  all  the   provisions  of  this  Section  4.02,   including  the
notification   provisions  in  this  Section  4.02,   and  with  all  applicable
requirements  of  Section   5.08(b)   (including  the  payment  of  the  Expense
Reimbursement (as defined in Section 5.08(b)) prior to or concurrently with such
termination) in connection with such Superior  Proposal;  and PROVIDED  FURTHER,
HOWEVER,  that Company shall not exercise its right to terminate  this Agreement
pursuant to Section  7.01(f)(ii)  until after the second  Business Day following
Borden's  receipt of  written  notice (a "NOTICE  OF  SUPERIOR  PROPOSAL")  from
Company  advising  Borden that the Board of  Directors of Company has received a
Superior Proposal, specifying the terms and conditions of the Superior Proposal,
identifying the person making such Superior Proposal,  stating that the Board of
Directors of Company  intends to exercise its right to terminate  this Agreement
pursuant to Section  7.01(f)(ii),  and  including  copies of all  documents  and
written  communications  relating to such Superior  Proposal  exchanged  between
Company  or any of  its  officers,  directors,  investment  bankers,  attorneys,
accountants, or other advisors, on the one hand, and the party making a Superior
Proposal  or  any of  its  officers,  directors,  investment  banks,  attorneys,
accountants,  or other  advisors,  on the other  hand (it being  understood  and
agreed that, prior to any such termination  taking effect,  any amendment to the
price or any other  material  term of a Superior  Proposal  shall  require a new
Notice of Superior Proposal and a new two Business Day period).  For purposes of
this Agreement,  the term "SUPERIOR  PROPOSAL" means any bona fide written offer
made by a third party which,  if  consummated,  would result in such third party
(or in the case of a direct  merger  between such third party and  Company,  the
stockholders of such third party) acquiring,  directly or indirectly,  more than
50% of the voting  power of Company  or all or  substantially  all the assets of
Company and its subsidiaries,  taken as a whole, for consideration consisting of
cash and/or  securities  that the Board of  Directors  of Company or a committee
thereof  determines in its good faith  judgment to have a higher value per share
than the Per Share  Cash  Merger  Consideration  payable in the Merger and which
proposal is  determined  in good faith by the Board of Directors of Company or a
committee  thereof  to be more  favorable  to  Company's  stockholders  than the
Merger,  in each case  taking  into  account  any  changes  to the terms of this
Agreement proposed by Borden in response to such Superior Proposal or otherwise.

          (b)  Nothing  contained  in this  Section  4.02 or  elsewhere  in this
Agreement  shall  prohibit  Company  from:  (i)  taking  and  disclosing  to its
stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated
under the Exchange Act; or (ii) making any disclosure to Company's  stockholders
if, in the good faith judgment of the Board of Directors of Company,  failure so
to disclose would be inconsistent with applicable Delaware Law.

                                    ARTICLE V
                              ADDITIONAL AGREEMENTS

     SECTION 5.01 STOCKHOLDERS' MEETING. Subject to applicable law and the other
provisions of this  Agreement,  Company shall,  in accordance with Delaware Law,
its Certificate of Incorporation and its Bylaws:  (a) duly call, give notice of,


                                       A-22
<PAGE>

convene,  and hold a special  meeting of its  stockholders as soon as reasonably
practicable for the purpose of considering and taking action upon this Agreement
(the "STOCKHOLDERS' MEETING"); (b) include in the proxy statement or information
statement  prepared by Company for  distribution  to  stockholders of Company in
advance of the Stockholders'  Meeting (the "PROXY STATEMENT") in accordance with
Regulation  14A or  Regulation  14C  promulgated  under the  Exchange  Act,  the
recommendation  of the Board of Directors that the stockholders of Company adopt
this Agreement;  and (c) use all reasonable  efforts:  (i) to obtain and furnish
the information required to be included by it in the Proxy Statement,  including
any  information   required  to  be  disclosed  on  Schedule  13E-3  and,  after
consultation  with  Borden,  respond  promptly  to  any  comments  made  by  the
Commission  with  respect to the Proxy  Statement  and any  preliminary  version
thereof and cause the Proxy  Statement to be mailed to its  stockholders  at the
earliest  practicable  time;  and (ii) to obtain the necessary  approvals by its
stockholders of this Agreement and the transactions contemplated thereby. Borden
will promptly  provide  Company with the information  concerning  Borden and the
Investors  required  to be  included  in  the  Proxy  Statement,  including  any
information required to be disclosed on Schedule 13E-3.

     SECTION 5.02 PREPARATION OF PROXY STATEMENT AND SCHEDULE 13E-3.

          (a)  Company  shall,  as soon as  reasonably  practicable,  prepare  a
preliminary form of the Proxy Statement (the "PRELIMINARY  PROXY STATEMENT") and
the Schedule 13E-3.  Company shall: (i) file the Preliminary Proxy Statement and
the Schedule  13E-3 with the SEC promptly  after it has been  prepared in a form
reasonably  satisfactory  to Borden;  (ii) use  reasonable  efforts to  promptly
prepare any amendments to the Preliminary  Proxy Statement or the Schedule 13E-3
required in response  to comments of the SEC or its staff or that  Company  with
the advice of counsel  deems  necessary or advisable;  and (iii) use  reasonable
efforts to cause the Proxy  Statement to be mailed to Company's  stockholders as
soon as reasonably  practicable  after the Preliminary  Proxy  Statement,  as so
amended, is cleared by the SEC. After the Proxy Statement shall have been mailed
to Company's  stockholders,  Company,  if  required,  shall  promptly  circulate
amended or supplemental proxy material and, if required in connection therewith,
resolicit proxies; PROVIDED, HOWEVER, that no such amended or supplemental proxy
material  will be mailed by  Company  without  consultation  with and  review by
Borden and its outside counsel. In addition,  Company shall: (i) promptly notify
Borden of the receipt of the comments of the SEC and of any request from the SEC
for  amendments  or  supplements  to the  preliminary  proxy  statement or Proxy
Statement or for additional information, and will promptly supply Borden and its
outside counsel with copies of all written correspondence between Company or its
representatives,  on the one hand,  and the SEC or members of its staff,  on the
other  hand,  with  respect  to  the  Preliminary  Proxy  Statement,  the  Proxy
Statement, the Schedule 13E-3 or the Merger; and (ii) promptly inform Borden and
its outside counsel if at any time prior to the Stockholders'  Meeting any event
should occur that is required by applicable  law to be set forth in an amendment
of, or a  supplement  to,  the  Proxy  Statement,  in which  case,  Company,  in
consultation  with Borden and its outside  counsel,  will, upon learning of such
event, promptly prepare and mail such amendment or supplement.

          (b) It is expressly understood and agreed that: (i) Borden and Company
will consult with each other in connection with all aspects of the  preparation,
filing,  and  clearance  by the SEC of the Proxy  Statement,  Preliminary  Proxy
Statement,  and Schedule 13E-3  (including any and all amendments or supplements


                                      A-23
<PAGE>

thereto);  (ii) Company shall give Borden and its outside counsel the reasonable
opportunity  to review and comment on each of the Proxy  Statement,  Preliminary
Proxy  Statement and Schedule  13E-3 prior to filing with the SEC and shall give
Borden and its outside counsel the reasonable  opportunity to review and comment
on all amendments and  supplements to each of the Proxy  Statement,  Preliminary
Proxy Statement, and Schedule 13E-3 and all responses to requests for additional
information  and  replies to  comments  prior to filing with the SEC and each of
Company and Borden agrees to use all reasonable efforts, after consultation with
the other, to respond  promptly to all such comments of and requests by the SEC;
and (iii) to the extent  practicable  and  desired by  Borden,  Company  and its
outside  counsel shall permit Borden and its outside  counsel to  participate in
all  communications  with the SEC and its  staff  (including  all  meetings  and
telephone  conferences)  relating  to each of the Proxy  Statement,  Preliminary
Proxy  Statement,  and Schedule  13E-3 or any of the  transactions  contemplated
thereby (provided that, Borden shall not separately communicate with the SEC and
in the event that such  participation by Borden is not practicable or desired by
Borden,  Company shall promptly  inform Borden and its counsel of the content of
all such communications and the participants involved therein).

     SECTION 5.03 ACCESS TO INFORMATION.

          (a) During the period  commencing  on the date  hereof and  continuing
until the earlier of the  termination of this Agreement and the Effective  Time,
Company  shall:  (i)  afford  Borden  and its  accountants,  counsel,  and other
representatives,  reasonable  access during normal  business hours to (A) all of
Company's properties,  books, contracts,  commitments,  and records, and (B) all
other information concerning the business,  properties, and personnel of Company
as Borden may reasonably  request;  and (ii) Company shall provide to Borden and
its accountants,  counsel and other  representatives  true, correct and complete
copies of internal financial statements promptly upon request.

          (b) Subject to compliance  with  applicable  law, from the date hereof
until the earlier of the  termination of this Agreement and the Effective  Time,
Company  shall  confer from time to time as requested by Borden with one or more
representatives of Borden to discuss any material changes or developments in the
operational  matters of Company and the general status of the ongoing operations
of Company.

          (c) No information or knowledge obtained in any investigation pursuant
to this Section 5.03 shall affect or be deemed to modify any  representation  or
warranty  contained  herein or the conditions to the  obligations of the parties
hereto to consummate the Merger.

     SECTION  5.04  PUBLIC  DISCLOSURE.   Unless  otherwise  permitted  by  this
Agreement,  Borden and Company shall consult with each other before  issuing any
press  release or  otherwise  making any  public  statement  or making any other
public (or non-confidential) disclosure (regardless of whether it is in response
to an  inquiry)  regarding  the  terms  of this  Agreement  or the  transactions
contemplated  hereby,  and neither  party shall issue any such press  release or
make any such  statement or disclosure  without the prior  approval of the other
(which approval shall not be unreasonably withheld), including any press release
or public  statement or  disclosure  required by law, by judicial  process or by
obligations  pursuant  to any listing  agreement  with any  national  securities
exchange.  If compliance  with both of the preceding  provisions of this Section


                                      A-24
<PAGE>

5.04 and such law,  judicial  process or listing  agreement is impractical,  the
party  proposing  to issue such press  release or make such public  statement or
disclosure  shall use its  commercially  reasonable  efforts to consult with the
other party before issuing such press release or making such public statement or
disclosure.

     SECTION 5.05 CONSENTS; COOPERATION.

          (a) Each of Borden and Company shall  promptly  after the execution of
this Agreement apply for or otherwise seek, and use its commercially  reasonable
efforts to obtain,  all consents and approvals required to be obtained by it for
the consummation of the Merger.

          (b) As soon as  practicable  after the date hereof,  Company shall use
its commercially  reasonable efforts to obtain prior to the Closing, and deliver
to Borden at or prior to the Closing, all consents,  waivers and approvals under
each contract listed or described in Section  5.05(b) of the Disclosure  Letter,
each such  contract to be that which  Company is a party in respect of which the
failure to obtain a novation or consent to  assignment  in  connection  with the
Merger or any other transaction contemplated by this Agreement,  individually or
in the  aggregate,  could  reasonably  be expected to  materially  and adversely
affect  Company's  ability to operate the business of Company in the same manner
as such  business  was  operated  by Company  prior to the  Effective  Time,  or
required to be obtained in connection with the  consummation of the transactions
contemplated hereby for the assignment thereof or otherwise.

     SECTION 5.06 LEGAL REQUIREMENTS. Each of Borden and Company shall: (i) take
all reasonable  actions necessary to comply promptly with all legal requirements
that may be imposed on it with respect to the  consummation of the  transactions
contemplated by this Agreement;  (ii) cooperate with and furnish  information to
any party hereto necessary in connection with any such requirements imposed upon
such  other  party in  connection  with  the  consummation  of the  transactions
contemplated by this Agreement;  and (iii) take all reasonable actions necessary
to obtain (and shall  cooperate  with the other parties hereto in obtaining) any
consent,  approval, order or authorization of, or any registration,  declaration
or filing  with,  any  Governmental  Entity,  required to be obtained or made in
connection with the taking of any action contemplated by this Agreement.

     SECTION 5.07. COMMERCIALLY REASONABLE EFFORTS;  FURTHER ASSURANCES.  On the
terms and subject to the  conditions  set forth in this  Agreement,  each of the
parties  hereto  shall  use  its  commercially  reasonable  efforts,  and  shall
cooperate  with each other  party  hereto,  to take,  or cause to be taken,  all
actions,  and to do, or cause to be done, all things  necessary,  appropriate or
desirable to  consummate  and make  effective,  in the most  expeditious  manner
practicable,   the  Merger  and  the  other  transactions  contemplated  hereby,
including the satisfaction of the respective conditions set forth in Article VI.
Without  limiting the  generality  or effect of the  foregoing,  in the event an
injunction or other order  preventing the  consummation of the Merger shall have
been issued by a court of  competent  jurisdiction,  each party hereto shall its
use  commercially  reasonable  efforts to have such  injunction  or other  order
lifted.  Each party hereto,  at the reasonable  request of another party hereto,
shall execute and deliver such other  instruments  and do and perform such other
acts and  things as may be  necessary  or  reasonably  desirable  for  effecting
completely  the   consummation   of  the  Merger  and  the  other   transactions
contemplated hereby.



                                       A-25
<PAGE>

     SECTION 5.08. FEES AND EXPENSES.

          (a) Except as expressly set forth in this Section  5.08,  all fees and
expenses incurred in connection with this Agreement,  the Merger,  and the other
transactions contemplated by this Agreement shall be paid by the party incurring
such fees or expenses, whether or not the Merger is consummated.

          (b) In the event  that this  Agreement  is  terminated  by: (i) Borden
pursuant to Section 7.01(e)(i),  Section  7.01(e)(ii),  Section  7.01(e)(iii) or
Section  7.01(e)(iv);  or (ii)  Company  pursuant to Section  7.01(f)(ii),  then
Company shall pay to Borden upon demand,  payable in same day funds, the actual,
documented  out-of-pocket costs and expenses of Borden and each of the Investors
reasonably  incurred in  connection  with this  Agreement  and the  transactions
contemplated  by  this  Agreement  (including  any  financing  fees,  costs  and
expenses, and the reasonable fees of attorneys, accountants, brokers, investment
advisors and other  representatives  and  advisors),  up to a maximum of $75,000
(the  "EXPENSE   REIMBURSEMENT").   Company  acknowledges  that  the  agreements
contained  in this  Section  5.08(b)  are an integral  part of the  transactions
contemplated by this Agreement,  and that, without these agreements,  Borden and
the Investors would not enter into this Agreement; accordingly, if Company fails
promptly to pay the amounts due pursuant to this Section 5.08(b),  and, in order
to obtain  such  payment,  Borden  commences  a suit that  results in a judgment
against Company for the amounts set forth in this Section 5.08(b), Company shall
pay to Borden its reasonable costs and expenses  (including  attorneys' fees and
expenses) in connection with such suit and any appeal relating thereto, together
with interest on the amounts set forth in this Section 5.08(b) at the prime rate
of Citibank, N.A. in effect on the date such payment was required to be made.

     SECTION 5.09. TAX DISCLOSURE. Notwithstanding anything in this Agreement to
the contrary or in any other agreement  between the parties,  each party to this
Agreement (and each employee,  representative, or other agent of each party) may
disclose  to any  and all  Persons,  without  limitation  of any  kind,  the tax
treatment and tax structure of the  transaction  contemplated  by this Agreement
and all materials of any kind  (including  opinions or other tax analyses)  that
are provided to the taxpayer  relating to such tax treatment and tax  structure;
each party  acknowledges  that it has no proprietary or exclusive  rights to the
tax structure of the  transaction.  The preceding  sentence is intended to cause
the  transaction  contemplated  herein to be treated as not having been  offered
under conditions of confidentiality  for purposes of Section  1.6011-4(b)(3) (or
any successor provision) of the Treasury  Regulations  promulgated under Section
6011 of the Code and  shall  be  construed  in a  manner  consistent  with  such
purpose.  Each party  recognizes  that the  privilege  each has to maintain with
respect to the confidentiality of the transaction contemplated by this Agreement
or  the  confidentiality  of  a  communication  relating  to  such  transaction,
including a  confidential  communication  with its  attorney or with a federally
authorized tax  practitioner  under Section 7252 of the Code, is not intended to
be waived by the foregoing.

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

     SECTION 6.01. CONDITIONS TO OBLIGATIONS OF EACH PARTY TO EFFECT THE MERGER.
The respective  obligations of each party hereto to consummate the  transactions
contemplated  hereby  shall be  subject to the  satisfaction  at or prior to the


                                       A-26
<PAGE>

Closing of each of the  following  conditions,  any of which may be  waived,  in
writing,  by agreement of all the parties hereto (it being  understood that each
such condition is solely for the benefit of the parties hereto and may be waived
in writing by their mutual agreement without notice, liability, or obligation to
any Person):

          (a) STOCKHOLDER  APPROVAL.  This Agreement shall have been adopted and
the Merger shall have been approved, in each case by the Requisite Vote.

          (b) NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY. No temporary restraining
order,  preliminary,  or permanent injunction or other order issued by any court
of competent  jurisdiction or other legal or regulatory restraint or prohibition
preventing  the  consummation  of the Merger  shall be in effect,  nor shall any
proceeding  brought by a  Governmental  Entity  seeking any of the  foregoing be
pending.  No action  taken by any  Governmental  Entity,  and no statute,  rule,
regulation  or order  shall  have been  enacted,  entered,  enforced,  or deemed
applicable to the Merger, which makes the consummation of the Merger illegal.

          (c) GOVERNMENTAL APPROVALS. All consents, authorizations,  orders, and
approvals of (or filings or registrations  with) any Governmental  Entity or any
other  Person  required to be obtained  or made prior to the  Effective  Time in
connection with the execution,  delivery,  and performance of this Agreement and
the  consummation  of the  transactions  contemplated  hereby  shall  have  been
obtained or made, except for the filing of the Certificate of Merger pursuant to
Section 1.03.

          (d)  TERMINATION  OF  REGISTRATION.  Based upon a calculation  jointly
prepared  and agreed to on the Closing  Date by Company  and  Borden,  as of the
Measurement  Date,  after giving effect to the Merger,  the Company Common Stock
will be Held of Record by fewer than 300  Persons,  and Company will be eligible
to terminate registration of the Company Common Stock under Section 12(g) of the
Exchange Act, and suspend its obligation to file periodic  reports under Section
13 of the Exchange Act.

          (e) OPINION OF FINANCIAL ADVISOR. The Financial Advisor shall not have
withdrawn  its  opinion  delivered  to the  Special  Committee  of the  Board of
Directors of Company,  dated June 4, 2003, or its consent for Company to include
the name of the Financial Advisor and a description of such opinion in Company's
Schedule 13E-3 and Proxy Statement.

     SECTION  6.02.   ADDITIONAL  CONDITIONS  TO  OBLIGATIONS  OF  COMPANY.  The
obligations of Company to consummate the transactions  contemplated hereby shall
be  subject  to the  satisfaction  at or  prior  to the  Closing  of each of the
following  conditions,  any of which may be waived,  in writing,  by Company (it
being  understood  that each such condition is solely for the benefit of Company
and may be waived in writing by Company in its sole  discretion  without notice,
liability or obligation to any Person):

          (a) REPRESENTATIONS, WARRANTIES AND COVENANTS.

               (i) For  purposes of this  Section  6.02(a),  the accuracy of the
representations  and warranties of Borden set forth in this  Agreement  shall be
assessed as of the date of this  Agreement  and as of the Closing  with the same
effect as though all such representations and warranties had been made on and as


                                       A-27
<PAGE>

of the Closing (provided that  representations and warranties which are confined
to a specified  date shall  speak only as of such  date).  There shall not exist
inaccuracies in the  representations  and warranties of Borden set forth in this
Agreement  such  that the  aggregate  effect  of such  inaccuracies  has,  or is
reasonably  likely to have,  a  material  adverse  effect  on (A) the  business,
assets, liabilities,  operations,  results of operations,  properties (including
intangible properties),  regulatory status or condition (financial or otherwise)
of Borden; (B) the legality,  validity, binding effect or enforceability of this
Agreement,  or (C) the ability of Borden to perform its  obligations  under this
Agreement;   PROVIDED  THAT,   for  purposes  of  this  sentence   only,   those
representations  and warranties  which are qualified by references to "material"
or "material adverse effect" or to the "knowledge" of any Person shall be deemed
not to include such qualifications.  Borden shall have performed and complied in
all material  respects with all covenants,  obligations,  and conditions of this
Agreement  required to be performed  and complied  with by it at or prior to the
Closing.

               (ii) The  representations and warranties of the Investors in this
Agreement shall be true and correct in all respects on and as of the date hereof
and on and as of the Closing Date as though such  representations and warranties
were made on and as of such date.

          (b) RECEIPT OF CERTIFICATES OF BORDEN AND THE INVESTORS. Company shall
have received:  (i) a certificate  executed on behalf of Borden by an authorized
officer of Borden certifying that the conditions set forth in Section 6.02(a)(i)
shall  have  been  satisfied;  and (ii) a  certificate  executed  by each of the
Investors  certifying that the conditions set forth in Section 6.02(a)(ii) shall
have been satisfied.

     SECTION  6.03.   ADDITIONAL   CONDITIONS  TO  OBLIGATIONS  OF  BORDEN.  The
obligations of Borden to consummate the transactions  contemplated  hereby shall
be  subject  to the  satisfaction  at or  prior  to the  Closing  of each of the
following  conditions,  any of which may be waived,  in  writing,  by Borden (it
being  understood  that each such  condition is solely for the benefit of Borden
and may be waived in writing by Borden in its sole  discretion  without  notice,
liability or obligation to any Person):

          (a)  REPRESENTATIONS,  WARRANTIES AND COVENANTS.  For purposes of this
Section 6.03(a),  the accuracy of the  representations and warranties of Company
set forth in this  Agreement  shall be assessed as of the date of this Agreement
and as of the Closing  with the same  effect as though all such  representations
and  warranties  had  been  made  on  and  as  of  the  Closing  (provided  that
representations  and  warranties  which are  confined to a specified  date shall
speak  only  as of  such  date).  There  shall  not  exist  inaccuracies  in the
representations and warranties of Company set forth in Sections 3.01(b), 3.01(e)
(solely  as it relates  to the  authorized  and  outstanding  capitalization  of
Company),  3.01(f), 3.01(g), and 3.01(s). There shall not exist any inaccuracies
in the  other  representations  and  warranties  of  Company  set  forth in this
Agreement  such  that the  aggregate  effect  of such  inaccuracies  has,  or is
reasonably  likely to have,  a  Material  Adverse  Effect;  PROVIDED  THAT,  for
purposes of this sentence only, those  representations  and warranties which are
qualified by references to  "material"  or "Material  Adverse  Effect" or to the
"knowledge"  of any Person shall be deemed not to include  such  qualifications.
Company  shall have  performed  and complied in all material  respects  with all
covenants,  obligations,  and  conditions  of  this  Agreement  required  to  be
performed and complied with by it at or prior to the Closing.



                                       A-28
<PAGE>

          (b) RECEIPT OF  CERTIFICATE  OF COMPANY.  Borden shall have received a
certificate  executed on behalf of Company by an  authorized  officer of Company
certifying  that the  conditions  set forth in Section  6.03(a)  shall have been
satisfied.

          (c)  THIRD  PARTY  CONSENTS.   Borden  shall  have  received  evidence
satisfactory  to it of the consent or approval of those Persons whose consent or
approval  shall be required in  connection  with the Merger under each  contract
listed in Section 5.05(b) of the Disclosure Letter.

          (d) NO MATERIAL  ADVERSE  EFFECT.  There shall not have occurred after
the date hereof any change,  event or  condition  that,  individually  or in the
aggregate with any other  changes,  events and  conditions,  has resulted in, or
that could reasonably be expected to result in, a Material Adverse Effect.

          (e) DISSENTERS.  The aggregate  number of Dissenting  Shares shall not
exceed 10% of the total number of shares of Company  Common Stock on the Closing
Date.

          (f) TOTAL CASH MERGER  CONSIDERATION.  The amount of Total Cash Merger
Consideration shall not exceed $600,000.

                                   ARTICLE VII
                        TERMINATION, AMENDMENT AND WAIVER

     SECTION 7.01  TERMINATION.  This Agreement may be terminated and the Merger
abandoned:

          (a) by mutual written consent duly authorized by the respective Boards
of Directors of Borden and Company;

          (b) by either Borden or Company,  if the Effective Time shall not have
occurred on or before 181 days from the date hereof; PROVIDED, HOWEVER, that the
right to  terminate  this  Agreement  under  this  paragraph  (b)  shall  not be
available  to any  party  whose  misrepresentation  in this  Agreement  or whose
failure  to perform  any of its  covenants  and  agreements  or to  satisfy  any
obligation under this Agreement has been the cause of or resulted in the failure
of the Merger to occur on or before such date;

          (c) by either  Borden or  Company,  if any  federal,  state or foreign
court of competent  jurisdiction or other Governmental  Entity shall have issued
any judgment,  injunction,  order or decree prohibiting,  enjoining or otherwise
restraining the  transactions  contemplated by this Agreement and such judgment,
injunction,  order or decree shall have become final and nonappealable (provided
however,  that the party seeking to terminate  this  Agreement  pursuant to this
paragraph  (c) shall  have used  reasonable  efforts  to  remove  such  judgment
injunction,  order or decree) or if any statute,  rule,  regulation or executive
order  promulgated  or enacted by any  federal or state  governmental  authority
after the date of this Agreement which prohibits the  consummation of the Merger
shall be in effect;

          (d) by either Borden or Company,  if this Agreement is not adopted and
the  Merger  is  not  approved  at  the  Stockholders'  Meeting  (including  any
adjournment  or  postponement  thereof  permitted  by  this  Agreement)  by  the
Requisite Vote;



                                       A-29
<PAGE>

          (e) by Borden, if: (i) Company shall have breached any representation,
warranty,  or covenant  contained herein in any material  respect,  and (A) such
breach shall not have been cured within ten Business Days (as defined in Section
8.13)  after  receipt by Company of  written  notice of such  breach  (PROVIDED,
HOWEVER,  that no such cure period shall be available or  applicable to any such
breach that by its nature cannot be cured),  and (B) if not cured at or prior to
the Closing,  such breach  would result in the failure of any of the  conditions
set forth in Section  6.03(a) to be satisfied;  (ii) the  Stockholders'  Meeting
shall not have  occurred  on or before 180 days from the date  hereof;  (iii) an
Adverse  Recommendation  has occurred,  or (iv) a Material  Adverse Effect shall
have occurred; and

          (f) by Company:  (i) if Borden shall have breached any representation,
warranty or covenant  contained  herein in any  material  respect,  and (A) such
breach shall not have been cured within ten Business Days (as defined in Section
8.13)  after  receipt  by Borden of  written  notice of such  breach  (PROVIDED,
HOWEVER,  that no such cure period shall be available or  applicable to any such
breach that by its nature cannot be cured),  and (B) if not cured at or prior to
the Closing,  such breach  would result in the failure of any of the  conditions
set forth in Section  6.03(b) to be satisfied;  or (ii) in  accordance  with the
terms and subject to the conditions of Section 4.02(a).

     SECTION 7.02 EFFECT OF  TERMINATION.  In the event of  termination  of this
Agreement  by either  Company  or Borden  as  provided  in  Section  7.01,  this
Agreement shall forthwith become void and have no effect,  without any liability
or  obligation  on the part of  Company,  Borden,  or any  Investor,  other than
Section  5.08,  this  Section  7.02 and Article VIII and except for any material
willful  breach of this  Agreement by any party hereto (which  material  willful
breach and  liability  therefor  shall not be  affected by  termination  of this
Agreement).

     SECTION 7.03  EXTENSION;  WAIVER.  At any time prior to the Effective Time,
any party hereto may, to the extent legally allowed: (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 made to such
party contained herein or in any document  delivered  pursuant hereto; and (iii)
waive  compliance  with any of the  agreements or conditions  for the benefit of
such party contained herein. Any such extension or waiver shall be valid only if
set forth in an  instrument in writing  signed on behalf of such party.  Without
limiting  the  generality  or  effect  of the  preceding  sentence,  no delay in
exercising  any right under this  Agreement  shall  constitute  a waiver of such
right,  and no waiver of any breach or  default  shall be deemed a waiver of any
other breach or default of the same or any other provision in this Agreement.


                                  ARTICLE VIII
                               GENERAL PROVISIONS

     SECTION  8.01.  NON  SURVIVAL  OF  REPRESENTATIONS   AND  WARRANTIES.   The
warranties,  representations and covenants of Company,  Borden and the Investors
contained in or made pursuant to this Agreement  shall not survive the Effective
Time; PROVIDED,  HOWEVER, that this Section 8.01 shall not limit any covenant or
agreement of the parties which by its terms  contemplates  performance after the
Effective Time.



                                       A-30
<PAGE>

     SECTION 8.02. INDEMNITY BY COMPANY.

          (a)  INDEMNIFICATION.   Company  shall  indemnify,  defend,  and  hold
harmless Borden, its officers,  directors,  and stockholders,  and each Investor
and their respective successors and permitted assigns and their representatives,
attorneys,  consultants and agents  (individually,  an  "INDEMNIFIED  PARTY" and
collectively,  the  "INDEMNIFIED  PARTIES") from and against any and all losses,
damages, costs, and expenses (including reasonable attorneys' fees but excluding
claims for lost profit)  ("DAMAGES")  resulting from, arising from, or caused by
any claims of current or former  stockholders  of Company  against Borden or its
directors, any Investor, any Affiliate of Investor, or Company, any Affiliate of
Company,  or any of  their  respective  directors,  made in  connection  with or
related to the Merger or any other  transaction  contemplated by this Agreement,
or the execution and delivery of this  Agreement;  PROVIDED,  HOWEVER,  that the
foregoing  indemnity agreement shall not apply to any Damages to the extent, but
only to the extent, arising out of or based upon any untrue statement or alleged
untrue  statement or omission or alleged  omission  made in reliance upon and in
conformity  with  written  information  furnished  to  Company  by Borden or any
Investor expressly for use in the Preliminary Proxy Statement,  Proxy Statement,
or the Schedule 13E-3 (or any amendment or supplement thereto).

          (b) CLAIMS PROCEDURES.

               (i) If any claim,  action at law, or suit in equity is instituted
by a current or former  stockholder of Company against an Indemnified Party with
respect to which an Indemnified Party intends to claim  indemnification  for any
Damages under paragraph (a) of this Section 8.02, such  Indemnified  Party shall
give  written  notice to Company of such claim,  action or suit with  reasonable
promptness.  The failure to give the notice  required by this paragraph (b) with
reasonable   promptness  shall  not  relieve  Company  of  its   indemnification
obligations  hereunder except to the extent that Company is actually  prejudiced
as a result of the failure to give such notice.

               (ii) The  Indemnified  Party  shall have the right to conduct and
control, through counsel of its choosing, the defense of such third party action
or suit and shall do so in good faith; PROVIDED, HOWEVER, that the engagement of
such  counsel by the  Indemnified  Party shall be subject to the approval of the
Board of Directors of Company,  such approval not to be unreasonably withheld or
delayed;  PROVIDED,  FURTHER,  that Company may  participate at its own expense,
with counsel of its choosing,  in the defense of such third party action or suit
although such action or suit shall be controlled by the  Indemnified  Party.  If
the  Indemnified  Party does not notify Company that it is assuming the right to
conduct  and  control  the  defense of such third  party  action or suit when it
delivers  the initial  notice of the third party claim,  Company  shall have the
right, at the expense of Company, to conduct and control, through counsel of its
choosing, the defense of such third party action or suit and shall do so in good
faith; PROVIDED,  FURTHER, that the Indemnified Party may participate at its own
expense, with counsel of its choosing, in the defense of such third party action
or suit although such action or suit shall be controlled by Company.

               (iii) The Indemnified Party and Company shall cooperate with each
other to the fullest  extent  possible in regard to all matters  relating to the
third-party  claim,  including  corrective  actions  required by applicable Law,


                                       A-31
<PAGE>

assertion of defenses, the determination, mitigation, negotiation and settlement
of all amounts, costs, actions, penalties, damages and the like related thereto,
access to the  books and  records  of  Company  and its  Subsidiaries,  and,  if
necessary,  providing the party controlling the defense of the third party claim
and its  counsel  with any powers of  attorney  or other  documents  required to
permit  the party  controlling  the  defense  of the third  party  claim and its
counsel to act on behalf of the other party.

               (iv) Neither the  Indemnified  Party nor Company shall settle any
such third party claim  without the consent of the other  party,  which  consent
shall not be unreasonably withheld;  PROVIDED,  HOWEVER, that if such settlement
involves  the  payment  of money  only and the  release  of all  claims  and the
Indemnified Party is completely indemnified therefore and nonetheless refuses to
consent to such  settlement,  Company shall cease to be obligated for such third
party claim.  Any compromise or settlement of the claim under this paragraph (b)
shall  include as an  unconditional  term  thereof the giving by the claimant in
question to Company and the Indemnified Party of a release of all liabilities in
respect of such claims.

          (c) With  respect to any  indemnifiable  claim  hereunder,  the amount
recoverable by any Indemnified Party shall take into account any  reimbursements
realized  by  such   Indemnified   Party  from   insurance   policies  or  other
indemnification  sources,  arising  from  the same  incident  or set of facts or
circumstances giving rise to the claim for indemnification.  Upon the payment of
the indemnified claim from Company to any Indemnified Party,  Company shall have
a right of subrogation with respect to any insurance proceeds or other rights to
third party reimbursement for such claims held by the Investors.

     SECTION  8.03.   ASSIGNMENT;   SUCCESSORS  AND  ASSIGNS;   NO  THIRD  PARTY
BENEFICIARIES.  Neither  this  Agreement  nor any of the rights,  interests,  or
obligations  hereunder  shall be assigned,  in whole or in part, by operation of
law or otherwise by any of the parties  without the prior written consent of the
other parties,  except that the Investors may assign,  in their sole discretion,
any of or all the  rights,  interests,  and  obligations  of Borden  under  this
Agreement to any Affiliate of the Investors.  Subject to the preceding sentence,
the terms and conditions of this Agreement  shall inure to the benefit of and be
binding upon the respective  successors  and assigns of the parties.  Nothing in
this Agreement,  express or implied,  is intended to confer upon any party other
than the parties hereto or their  respective  successors and assigns any rights,
remedies,  obligations,  or  liabilities  under or by reason of this  Agreement,
except as expressly provided in this Agreement.

     SECTION  8.04  GOVERNING  LAW.  This  Agreement  shall be  governed  by and
construed  under  the  Delaware  Law,  without  regard  to the  conflict  of law
principles of said State.

     SECTION 8.05  COUNTERPARTS.  This  Agreement may be executed in one or more
counterparts,  all of which shall be considered  one and the same  agreement and
shall become effective when one or more counterparts have been signed by each of
the parties hereto and delivered to the other parties hereto.

     SECTION 8.06 TITLES AND  SUBTITLES.  The titles and subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.



                                       A-32
<PAGE>

     SECTION 8.07 NOTICES.  Unless  otherwise  provided,  any notice required or
permitted under this Agreement shall be given in writing and shall be delivered:
(a) by hand; (b) by U.S. mail, certified mail, return receipt requested;  or (c)
by facsimile to the party to be notified,  at the following  address or telecopy
number  indicated for such party, or at such other address or telecopy number as
such party may designate by ten (10) days' advance  written  notice to the other
parties:

          If to Company:

                    CareCentric, Inc.
                    2625 Cumberland Parkway, Suite 310
                    Atlanta, Georgia 30339
                    Attention: Mr. John R. Festa
                    Telecopy: (770) 384-1597

                    with copies to:

                    Arnall Golden Gregory LLP
                    2800 One Atlantic Center
                    1201 West Peachtree Street
                    Atlanta, Georgia  30309-3450
                    Attention: Sherman A. Cohen
                    Telecopy: (404) 873-8631

                    Alston & Bird LLP
                    One Atlantic Center
                    1201 West Peachtree Street
                    Atlanta, Georgia  30309
                    Attention: Alexander W. Patterson
                    Telecopy: (404) 253-8289

          If to Borden or the Investors:

                    260 North Elm Street
                    Westfield, Massachusetts 01085
                    Attention: John E. Reed
                    Telecopy: (413) 564-5814

                    with copies to:

                    Kilpatrick Stockton LLP
                    1100 Peachtree Street
                    Suite 2800
                    Atlanta, Georgia  30309
                    Attention: Bruce D. Wanamaker
                    Telecopy: (404) 815-6555



                                       A-33
<PAGE>

Notices  shall be deemed to have been given and served:  (i) where  delivered by
hand, at time of delivery;  (ii) where delivered by U.S. mail, on acknowledgment
of receipt as shown by the date  indicated on the return  receipt as having been
received;  and (iii) where delivered by facsimile,  24 hours after  transmission
confirmation  by the  transmitting  machine  unless,  within  those 24 hours the
intended recipient has informed the sender that the transmission was received in
an  incomplete  or  garbled  form,  or the  transmission  report  of the  sender
indicates a faulty or incomplete transmission.  If such receipt is on a day that
is not a working day or is later than 5 p.m.  (local time) on a working day, the
notice shall be deemed to have been given and served on the next working day.

     SECTION  8.08 DELAYS OR  OMISSIONS.  No delay or  omission to exercise  any
right,  power,  or remedy  accruing to Borden or any Investor upon any breach or
default of Company under this Agreement  shall impair any such right,  power, or
remedy of Borden or the  Investors,  nor shall it be construed to be a waiver of
any such breach or default or an acquiescence  thereto, or to any similar breach
or default  thereafter  occurring;  nor shall any waiver of any single breach or
default  be deemed a waiver  of any  other  breach  or  default  theretofore  or
thereafter  occurring.  Any waiver,  permit,  consent or approval of any kind or
character on the part of Borden or any  Investors of any breach or default under
this  Agreement,  or any  waiver on the part of Borden  or any  Investor  of any
provisions or conditions of this Agreement, must be made in writing and shall be
effective only to the extent specifically set forth in such writing.

     SECTION  8.09  EXPENSES.  If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement,  the prevailing party shall be
entitled to reasonable  attorney's  fees,  costs and necessary  disbursements in
addition to any other relief to which such party may be entitled.

     SECTION 8.10  AMENDMENTS AND WAIVERS.  This Agreement may be amended by the
parties at any time prior to the Effective Time; PROVIDED,  HOWEVER,  that, upon
obtaining  the Requisite  Vote, no amendment  shall be made that by law requires
further  approval by the  stockholders of Company,  without such approval.  This
Agreement  may not be amended or  modified  except by an  instrument  in writing
signed  on  behalf  of each of the  parties  hereto.  At any  time  prior to the
Effective Time, Borden or Company may, to the extent legally allowed, extend the
time specified  herein for the  performance  of any of the  obligations or other
acts of the other, waive any inaccuracies in the  representations and warranties
of the other contained herein or in any document  delivered  pursuant hereto, or
waive  compliance  by the other with any of the  agreements or covenants of such
other party or parties (as the case may be) contained herein. Any such extension
or waiver  shall be valid  only if set forth in a written  instrument  signed on
behalf of the party or parties to be bound thereby.  No such extension or waiver
shall  constitute a waiver of, or estoppel  with respect to, any  subsequent  or
other  breach  or  failure  to  strictly  comply  with  the  provisions  of this
Agreement.  The  failure of any party to insist on strict  compliance  with this
Agreement  or to assert any of its rights or remedies  hereunder or with respect
hereto shall not constitute a waiver of such rights or remedies.

     SECTION 8.11 SEVERABILITY.  If one or more provisions of this Agreement are
held to be unenforceable  under applicable law, such provision shall be excluded
from this Agreement and the balance of the Agreement  shall be interpreted as if
such provisions were so excluded and shall be enforceable in accordance with its
terms.



                                       A-34
<PAGE>

     SECTION 8.12 ENTIRE AGREEMENT.  This Agreement,  the documents  referred to
herein and the documents  delivered in connection herewith constitute the entire
agreement  among the  parties and no party shall be liable or bound to any other
party in any manner by any warranties,  representations,  or covenants except as
specifically set forth herein or therein.

     SECTION 8.13. DEFINITIONS. For purposes of this Agreement:

          (a) an "AFFILIATE" of any Person means another Person that directly or
indirectly,  through one or more intermediaries,  controls, is controlled by, or
is under common control with, such first person;

          (b) a  "BUSINESS  DAY"  means a day other than a  Saturday,  Sunday or
federal holiday;

          (c) a "CONTINUING  HOLDER"  means a Person who, as of the  Measurement
Date, Held the Minimum Number or more of shares of Company Common Stock;

          (d) a "GOVERNMENTAL ENTITY" means any supranational,  national, state,
municipal,  local  or  foreign  government,  any  court,  tribunal,  arbitrator,
administrative agency,  commission or other governmental official,  authority or
instrumentality, in each case whether domestic or foreign, any stock exchange or
similar  self-regulatory  organization or any quasi-governmental or private body
exercising any regulatory,  taxing or other  governmental or  quasi-governmental
authority;

          (e) "HELD" means having the power to vote or dispose, or to direct the
voting or  disposition,  of Company  Common Stock,  PROVIDED,  HOWEVER,  that no
Person will be deemed to have Held shares of Company  Common  Stock with respect
to which such Person has an obligation to forward  communications  to beneficial
owners pursuant to Rule 14b-1 or Rule 14b-2 promulgated under the Exchange Act;

          (f) "HELD OF RECORD" has the meaning assigned in Rule 12g5-1 under the
Exchange Act, as interpreted by the SEC;

          (g) as it relates to  Company,  "KNOWLEDGE"  or  "KNOWN"  means,  with
respect to any matter in  question,  or refers to, the actual  knowledge  of the
chief executive officer or chief financial officer of Company;

          (h) a "MATERIAL  ADVERSE  EFFECT" on or with respect to Company  means
any state of facts, change, development, effect or occurrence (any such item, an
"EFFECT") that is, or is likely to be,  materially  adverse to (i) the business,
assets, liabilities,  operations,  results of operations,  properties (including
intangible properties),  regulatory status or condition (financial or otherwise)
of Company and its subsidiaries,  taken as a whole; (ii) the legality, validity,
binding  effect or  enforceability  of this  Agreement,  or (iii) the ability of
Company to perform its obligations under this Agreement; PROVIDED, HOWEVER, that
for purposes of clause (i) of this  definition,  an Effect shall be deemed to be
"materially  adverse" only if it will, or would  reasonably be expected to, cost
Company  (or reduce its value by) an amount  equal to or in excess of  $375,000;
PROVIDED,  FURTHER,  that in no event  shall any of the  following,  alone or in
combination,  be deemed to  constitute,  nor shall any of the following be taken
into  account  in  determining  whether  there has been,  or will be, a material


                                       A-35
<PAGE>

adverse  effect on or with  respect to  Company:  (A)  actions or  omissions  of
Company or any  Subsidiary of Company  taken with the prior  written  consent of
Borden; (B) any change in the price or trading volume of Company Common Stock in
and of itself (but not any Effect underlying such change); (C) any Effect to the
extent (I) resulting from changes affecting the United States economy in general
or (II) generally affecting the industries in which Company operates, except, in
the  case of this  clause  (C)(II),  if the  impact  on  Company's  business  is
materially  disproportionate  to the impact on the  business  of other  entities
operating  in such  industries;  (D) any  Effect to the  extent  resulting  from
changes affecting general worldwide  economic or capital market  conditions;  or
(E) any Effect to the extent  resulting from the announcement or pendency of the
Merger  (except  for  any  suit,  action,  investigation  or  proceeding  if the
underlying  claim  is not  dependent  on the  announcement  or  pendency  of the
Merger);

          (i)  "MINIMUM  NUMBER"  means  any one (but not more  than one) of the
following three numbers, as determined by the Board of Directors (or a committee
thereof) of Company in its sole  discretion:  (i) 4,000;  (ii)  7,000;  or (iii)
10,000;

          (j) a "PERSON" means an individual, corporation,  partnership, limited
liability  company,  joint venture,  association,  trust,  Governmental  Entity,
unincorporated organization or other entity;

          (k) a "SMALL  STOCKHOLDER"  means a Person who, as of the  Measurement
Date, Held fewer than the Minimum Number of shares of Company Common Stock; and

          (l) a "SUBSIDIARY" of any Person means another Person (i) of which 50%
or more of any class of capital stock, voting securities, other voting ownership
or voting partnership interests (or, if there are no such voting interests,  50%
or  more  of  the  equity  interests)  are  owned  or  controlled,  directly  or
indirectly, by such first Person or (ii) of which such first Person is a general
partner.

     SECTION 8.14. INTERPRETATION. When a reference is made in this Agreement to
an Article or to a Section,  Subsection,  Exhibit or  Schedule,  such  reference
shall be to an Article of, a Section or Subsection of, or an Exhibit or Schedule
to,  this  Agreement  unless  otherwise  indicated.  The table of  contents  and
headings  contained in this Agreement are for reference  purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.  Whenever
the words include,  includes or including are used in this Agreement, they shall
be deemed to be  followed by the words  without  limitation.  The words  hereof,
hereto,  hereby,  herein and hereunder and words of similar  import when used in
this  Agreement  shall  refer  to  this  Agreement  as a  whole  and  not to any
particular  provision of this Agreement.  The words "date hereof" shall refer to
the date of this Agreement. The term "or" is not exclusive. The word "extent" in
the  phrase  "to the  extent"  shall mean the degree to which a subject or other
thing  extends,  and such  phrase  shall not mean simply  "if." The  definitions
contained in this Agreement are applicable to the singular as well as the plural
forms of such terms.  Any agreement or instrument  defined or referred to herein
or in any  agreement  or  instrument  that is  referred  to  herein  means  such
agreement or instrument as from time to time amended,  modified or supplemented.
References to a person are also to its permitted successors and assigns.




                                       A-36
<PAGE>



     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed personally or by a duly authorized representative thereof, all as of
the date first written above.

                                COMPANY:

                                CareCentric, Inc.


                                By: /s/ John R. Festa
                                   ---------------------------------------------
                                    John R. Festa, President and
                                    Chief Executive Officer



                                BORDEN:

                                Borden Associates, Inc.


                                By: /s/ John E. Reed
                                   ---------------------------------------------
                                     John E. Reed, President



                                INVESTORS:


                                /s/ John E. Reed
                                ------------------------------------------------
                                John E. Reed



                                /s/ Stewart B. Reed
                                ------------------------------------------------
                                Stewart B. Reed



                                /s/ James A. Burk
                                ------------------------------------------------
                                James A. Burk





                                       A-37
<PAGE>



                   Schedules to Agreement and Plan of Merger


Schedule 3.01(a)     Organization, Power, and Standing
Schedule 3.01(c)     Capitalization
Schedule 3.01(j)     Taxes
Schedule 5.05(b)     Consents; Cooperation