EXHIBIT 2.4

                            ASSET PURCHASE AGREEMENT


      THIS ASSET PURCHASE  AGREEMENT (this "Agreement") is made and entered into
this 19th day of  October,  1999,  by and  between  CORPORATE  ACCESS,  INC.,  a
Massachusetts  corporation  ("Seller"),  CONDOR  TECHNOLOGY  SOLUTIONS,  INC., a
Delaware corporation ("Parent"),  RICHTON INTERNATIONAL  CORPORATION, a Delaware
corporation  ("Richton"),  and CBE  TECHNOLOGIES,  INC., a Delaware  corporation
("Purchaser").

      WHEREAS,  Purchaser  desires  to  purchase,  and  Seller  desires to sell,
certain  assets of Seller,  including the goodwill and all assets  necessary for
the operation of Seller's  business,  on the terms and  conditions  set forth in
this Agreement; and

      WHEREAS, Seller is a wholly-owned subsidiary of Parent and Purchaser is an
indirect wholly-owned subsidiary of Richton; and

      WHEREAS, unless the context otherwise requires,  capitalized terms used in
this Agreement or in any schedule or exhibit  attached  hereto and not otherwise
defined  herein  shall have the  following  meanings  for all  purposes  of this
Agreement:

      "Balance Sheet Date" means July 31, 1999.

      "Business"  means the  business  of  Seller,  including  its  value  added
computer hardware sales business, including all incidents of such business.

      "Closing" means the consummation of the transactions  contemplated by this
Agreement on the Closing Date.

      "Closing Date" has the meaning set forth in Section 1.7.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Copyright"  means the legal right  provided by the Copyright Act of 1976,
as amended,  to the expression  contained in any work of authorship fixed in any
tangible medium of expression.

      "Expiration Date" has the meaning set forth in Section 2.

      "GAAP"  means  generally  accepted  accounting  principles  of the  United
States.

      "Governmental   Authority"   means   any   governmental,   regulatory   or
administrative  body,  agency,  subdivision or authority,  any court or judicial
authority,  or any public,  private or industry  regulatory  authority,  whether
national, federal, state, local or otherwise.


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      "Hazardous  Substance"  means substances that are defined or listed in, or
otherwise classified pursuant to, any applicable Federal, state or local laws as
hazardous substances, hazardous materials, hazardous wastes or toxic substances,
or any other  formulation  intended to define,  list or classify  substances  by
reason of deleterious properties such as ignitability,  corrosivity, reactivity,
radioactivity,   carcinogenicity,   reproductive  toxicity,  and  petroleum  and
drilling fluids,  produced waters and other wastes associated with ownership and
operation of the Business or the other operations of Seller.

      "Interim  Balance Sheet" means the unaudited  balance sheet which presents
Seller's financial condition, assets and liabilities and stockholders' equity as
of September 30, 1999.

      "Knowledge,"  "knowledge," "the best knowledge of," "known to" or words of
similar  import used herein  shall mean the actual  knowledge of the managers of
Seller after reasonable inquiry by such managers of key employees of Seller. The
managers of Seller shall mean:  Richard  Marino,  Jeffrey  Porter and William J.
Caragol.

      "Laws" has the meaning set forth in Section 2.10.

      "Material  Adverse  Effect"  means,  with respect to Seller,  any event or
occurrence  which would have a material  adverse  effect on  Seller's  business,
condition  (financial  or  other),  properties,  financial  results,  or to  the
knowledge of Seller, business prospects.

      " Material Contract" means any lease, instrument or agreement set forth on
Schedule 2.8.

      "Past Practice" means a lawful practice  followed or observed by Seller in
its  operation of the Business  during the 12-month  period ended  September 30,
1999.

      "Patent" means any patent granted by the U.S. Patent and Trademark Office,
or by the comparable agency of any other country,  and any renewal thereof,  and
any rights arising under any patent  application  filed with the U.S. Patent and
Trademark  Office or the  comparable  agency of any other country and any rights
which may exist to file any such application.

      "Person" means any natural person, corporation, limited liability company,
partnership,   proprietorship,   other  business  organization,   trust,  union,
association or Governmental Authority.

      "Plan" means any  "employee  welfare  benefit plan" (as defined in Section
3(1) of ERISA) or any  "employee  pension  benefit  plan" (as defined in Section
3(2) of ERISA and not exempted  under  Section 4(b) or 201 of ERISA),  including
any "multi-employer pension plan" (as defined in Section 3(37) of ERISA).

      "Proprietary   Rights"  means  that  intangible  personal  property  used,
generated  or  created  in the  operation  of  the  Business,  comprised  of all
know-how, trade secrets, telephone numbers, trade names, trademarks, copyrights,
patents or trade styles (whether or not registered).


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      "Proprietary  Software" has the meaning set forth under the  definition of
"Software."

      "Purchased Assets" means the assets of Seller described in Section 1.1.

      "Schedule" means each Schedule attached hereto,  which shall reference the
relevant   sections  of  this  Agreement,   on  which  parties  hereto  disclose
information  as  part  of  their  respective  representations,   warranties  and
covenants.

      "Software" means:

      (a)   every computer  software program that Seller uses in connection with
            the operation of the Business, including without limitation computer
            software programs purchased or licensed from third parties,  but not
            including  commercially available software subject to a "shrinkwrap"
            license ("Shrinkwrap Software");

      (b)   every computer  software program or portion thereof that is embedded
            within any telecommunications or other equipment that Seller uses in
            connection  with the Business or that Seller  markets or proposes to
            market to third parties in connection  with the Business and that is
            necessary,   in  either  case,  for  the  proper  operation  of  the
            equipment;

      (c)   every  computer  software  program  or  portion  thereof  (including
            compiled  object  code,  source  code and  firmware  embedded in any
            equipment,  but not including  Shrinkwrap  Software) that Seller has
            sold, leased, licensed or otherwise distributed or marketed to third
            parties  during  the last three (3) years,  or  presently  offers to
            sell,  lease,  license or  otherwise  distribute  to third  parties,
            including computer software programs purchased or licensed by Seller
            from third parties;

      (d)   every computer software program that Seller (including its employees
            and  independent  contractors)  has  designed or created,  is in the
            process of  designing  or  creating or proposes to design or create,
            including  without  limitation any  modifications,  enhancements and
            derivative works of any of the computer software programs  described
            above;

      (e)   all written  materials  that explain any computer  software  program
            described above or were used in the development of any such computer
            software  program or represent an interim step in the development of
            any such computer  software program,  including  without  limitation
            logic diagrams, flowcharts, procedural diagrams and algorithms; and

      (f)   all written  materials used by Seller or provided to any customer in
            connection with the installation, customization or use of any of the
            computer software programs described above.


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That  portion of the  Software  that is owned by Seller is referred to herein as
the  '"Proprietary  Software," and that portion of the Software that is owned by
any  Person  other  than  Seller  is  referred  to  herein  as the  "Third-Party
Software."


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


1.    SALE AND TRANSFER OF SELLER ASSETS; CLOSING

      1.1 The  Purchased  Assets.  At the  Closing,  Seller  will sell,  convey,
transfer and deliver to Purchaser, free and clear of all liens and encumbrances,
and  Purchaser  will  purchase  and receive from  Seller,  all of those  assets,
rights, and tangible and intangible  property of Seller owned by Seller and used
or useful in the  Business  (the  Purchased  Assets").  A list of the  Purchased
Assets  which are set forth on Schedule 1.1 hereto and on Schedule A to the Bill
of Sale attached hereto as Exhibit 1.1 (the "Bill of Sale").

      1.2 Purchase Price. Subject to the "Net Asset Value Adjustment"  described
in  Section  1.4  below,  the  purchase  price (the  "Purchase  Price")  for the
Purchased Assets shall be equal to (a) One Million Four Hundred Thousand Dollars
($1,400,000) (the "Closing Price"),  plus (b) the amount of liabilities  assumed
by  Purchaser,  all of which are set forth on  Schedule  1.2 hereto and shall be
assumed pursuant to the Assignment and Assumption  Agreement  attached hereto as
Exhibit 1.2(a) (the "Assumption Agreement"). The consideration described in this
Section 1.2 shall be allocated  among the Purchased  Assets and the  Restrictive
Covenant  set forth in  Section  9.3 in a manner  to be set forth in a  Schedule
1.2(b)  reasonably  acceptable to the parties and to be appended  hereto as soon
after the Closing as practicable.

      1.3 Excluded  Liabilities.  Except as expressly  set forth in Section 1.2,
Purchaser  shall not assume or become liable for the payment or  performance  of
any  liabilities  or alleged  liabilities  of Seller of any  nature  whatsoever,
whether  accrued or unaccrued,  known or unknown,  fixed or  contingent.  Seller
shall be  responsible  for all Taxes  arising from the operation of the Business
prior to the Closing Date and all Taxes  incurred by Seller in  connection  with
this Agreement and the transactions contemplated hereby.

      1.4 Procedures for Assets Not  Transferrable.  If any of the agreements or
any other property or rights included in the Purchased Assets are not assignable
or  transferable  without  the  consent  of  some  other  party  (the  "Required
Consents"),  Seller  shall use all  reasonable  efforts to obtain such  consents
prior to the Closing Date and shall notify  Purchaser on or prior to the Closing
Date of any  consents not so  obtained.  A list of the Required  Consents is set
forth on Schedule 1.4 hereto.  If any such consents  cannot be obtained prior to
the Closing Date, Purchaser may, in its sole discretion,  waive such requirement
as a condition to the Closing and, in such event, this Agreement


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and the related  instruments  of transfer  shall not constitute an assignment or
transfer  thereof  and  Purchaser  shall not assume  Seller's  obligations  with
respect  thereto until such time as the Required  Consent  related thereto shall
have been  obtained.  Following  the Closing,  Seller  shall use all  reasonable
efforts to obtain any  Required  Consents  not  previously  obtained  as soon as
possible  following  the Closing  Date,  or otherwise  obtain for  Purchaser the
practical benefits of such property or rights.

      1.5  Payment of the  Closing  Price.  The  Closing  Price shall be paid to
Seller at Closing by cashier's or certified  check or electronic  funds transfer
to an account designed by Seller prior to Closing.

      1.6 Net Asset Value  Adjustment.  For the purposes hereof,  the "Net Asset
Value Adjustment" shall be determined as follows:

            (a) If  "Closing  Date Net Asset  Value"  (defined  below) of Seller
shown on the Closing Date  Balance  Sheet  (defined  below) is greater than Four
Hundred Thousand Dollars ($400,000),  the Net Asset Value Adjustment shall be an
increase in the  Purchase  Price equal to the amount by which  Closing  Date Net
Asset Value of Seller exceeds $400,000.

            (b) If Closing  Date Net Asset Value of Seller  shown on the Closing
Date Balance Sheet is less than $400,000,  the Net Asset Value  Adjustment shall
be a decrease in the  Purchase  Price equal to the amount by which  Closing Date
Net Asset Value of Seller is less than $400,000.

            (c) For the purposes hereof,  Closing Date Net Asset Value of Seller
as of the Closing Date shall be based upon the balance sheet of Seller  prepared
as of October 18, 1999 (the "Closing Date Balance Sheet"), and shall be equal to
the  amount by which  Seller's  assets  exceed  Seller's  liabilities  as of the
Closing Date, excluding  intercompany  receivables or payables, as determined in
accordance with GAAP consistently  applied. The Closing Date Balance Sheet shall
be prepared at the direction of the Purchaser  (with Seller's full  cooperation)
on or before December 7, 1999 and shall be subject to review and audit by Seller
or its  representatives  if there are any  questions  which  cannot be  resolved
directly between Seller and Purchaser management personnel.


                  (i) If the parties'  representatives are unable to resolve any
issues pertaining to the Closing Date Balance Sheet (a "Dispute"), such Dispute,
at the written request of either party (the "arbitration  initiator"),  shall be
finally  determined  and settled  pursuant to  arbitration  in New York City, by
three arbitrators,  one to be appointed by the arbitration initiator, one by the
other party (the  "non-initiator"),  and a neutral arbitrator to be appointed by
the two arbitrators  appointed by the parties.  The neutral arbitrator shall act
as  chairman.  Should  (x)  either  party  fail  to  appoint  an  arbitrator  as
hereinabove  contemplated  within  ten (10)  days  after the  non-initiator  has
received the written request initiating arbitration,  or (y) the two arbitrators
appointed  by or on  behalf  of the  parties  as  contemplated  in this  Section
1.6(c)(i)  fail to  appoint a neutral  arbitrator  as  hereinabove  contemplated
within ten (10) days after the date of the  appointment  of the last  arbitrator
appointed


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by or on behalf of the parties,  then the Assignment Judge of the Supreme Court,
New  York  County,  upon  application  of the  arbitration  initiator  or of the
non-initiator,  shall  appoint an arbitrator to fill such position with the same
force and effect as though such  arbitrator  had been  appointed as  hereinabove
contemplated.


                  (ii)  The  arbitration   proceeding   shall  be  conducted  in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association.  A  determination,  award or other action shall be  considered  the
valid action of the arbitrators if supported by the  affirmative  vote of two or
three of the three arbitrators. The costs of arbitration (exclusive of attending
the  arbitration,  and of the fees and expenses of legal  counsel to each party,
all of which shall be borne by each party itself) shall be shared equally by the
arbitration  initiator and the  non-initiator.  The  arbitration  award shall be
final and conclusive and shall receive recognition, and judgment upon such award
may be entered and enforced in any court of competent jurisdiction.

            (d) Any amount due as an increase in the  Purchase  Price  resulting
from a Net Asset Value  Adjustment  shall be paid by  Purchaser  to Seller on or
before January 24, 2000, provided,  however, that if any Dispute with respect to
the Closing Date Balance Sheet shall then be pending before an arbitration panel
as provided in Section  1.6(c),  Purchaser shall pay Seller only that amount not
in dispute,  and Purchaser  shall pay Seller any additional  amount found by the
arbitrators  to be due  within  ten (10)  days  after the  determination  by the
arbitrators. Any amount due as a decrease in the Purchase Price resulting from a
Net Asset Value  Adjustment  shall be paid by Seller to  Purchaser  on or before
January 24,  2000,  provided,  however,  that if any Dispute with respect to the
Closing Date Balance Sheet shall then be pending before an arbitration  panel as
provided in Section  1.6(c),  Seller shall pay Purchaser only that amount not in
dispute,  and Seller  shall pay  Purchaser  any  additional  amount found by the
arbitrators  to be due  within  ten (10)  days  after the  determination  by the
arbitrators.  Parent hereby  guarantees the payment by Seller of any decrease in
the Purchase Price found to be due hereunder.

      1.7 Closing.  The purchase and sale (the  "Closing")  provided for in this
Agreement  shall take place at the  offices of  Robinson  Brog  Leinwand  Greene
Genovese & Gluck P.C.,  counsel to Purchaser,  1345 Avenue of the Americas,  New
York, New York 10105, on or about October 25, 1999 (the "Closing  Date"),  or at
such other time or place as Seller and Purchaser may mutually agree.

      1.8 Closing Obligations. At the Closing:

            (a) Seller shall  deliver or cause to be delivered to Purchaser  the
following:

                  (i) The Bill of Sale;

                  (ii) The Assumption Agreement;


                  (iii) Assignment of Lease, signed by Seller's landlord, in the
form of Exhibit 1.8(a)(iii) attached hereto (the "Lease Assignment");


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                  (iv) A Certificate  of Good Standing for Seller as of a recent
date from the Secretary of State of Massachusetts;

                  (v) An opinion of counsel for Seller and Parent  addressed  to
Purchaser,  dated the  Closing  Date,  in the form  annexed  hereto  as  Exhibit
1.8(a)(v);

                  (vi) All Required Consents;

                  (vii)  All  other   instruments   of   transfer,   agreements,
certificates and other documents as Purchaser shall reasonably request; and

                  (viii) UCC-3  termination  statements  or similar  instruments
releasing all filed liens affecting any of the Purchased Assets.

            (b) Purchaser shall deliver or cause to be delivered to
Seller the following:

                  (i) The Closing Price;

                  (ii)  The  Assumption  Agreement  and  Lease  Assignment,   if
required by Seller's landlord; and

                  (iii) A good standing certificate for Purchaser from the State
of Delaware.

            (c)  Purchaser  and Seller shall also deliver such other  documents,
instruments,  certificates, and opinions as may be required by this Agreement or
as otherwise necessary to consummate the transactions contemplated hereby.


2.    REPRESENTATIONS AND WARRANTIES
      OF SELLER AND PARENT

      Seller and Parent jointly and severally represent and warrant to Purchaser
that all of the following  representations  and warranties in this Section 2 are
true and  correct at the date of this  Agreement.  The  parties  agree that such
representations  and  warranties  shall survive the Closing Date for a period of
eighteen (18) months (the last day of such period being the "Expiration  Date"),
except that the representations and warranties of Seller and Parent set forth in
Sections 2.3, 2.12,  2.13, 2.17, 2.19, and 2.20 shall surviving the Closing Date
for the period of time  represented by three months  following the expiration of
the applicable statute of limitations for claims concerning such matters.

      2.1  Organization.  Seller is a  corporation  duly  incorporated,  validly
existing  and  in  good  standing  under  the  laws  of  the   Commonwealth   of
Massachusetts, and has the power and


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authority to own all of its  properties  and assets and to carry on the business
as it is now being conducted.

      2.2 Authority  Relative to Agreement.  Seller has the corporate  power and
authority  to  execute  and  deliver  this   Agreement  and  to  consummate  the
transactions  contemplated  hereby.  This  Agreement  has been duly executed and
delivered by Seller and is a valid and binding agreement of Seller,  enforceable
in accordance with its terms. The execution,  delivery and performance by Seller
of this Agreement and each other agreement,  document, certificate or instrument
contemplated  hereby,  and the  consummation  of the  transactions  contemplated
hereby,  have been duly  authorized by all  necessary  action on the part of the
Board of Directors of Seller and by the Board of Directors of Parent.  Parent is
the sole shareholder of Seller.

      2.3 Title to  Purchased  Assets.  Except for leased  property (in which it
holds a valid leasehold interest which will be assigned hereunder to Purchaser),
and except as set forth on Schedule 2.3, Seller owns good and marketable  title,
free and clear of all liens and  encumbrances,  to all of the Purchased  Assets,
except for such  imperfections  of title and  encumbrances,  if any,  as are not
substantial in character, amount or extent and do not detract from the value, or
interfere with the present use, of the property  subject  thereto,  or otherwise
impair its business operations.

      2.4  Financial  Statements.  Seller has  delivered to  Purchaser,  or will
deliver to Purchaser,  copies of the  following  financial  statements:  Audited
balance sheets, profit and loss statements and statements of cash flow as at and
for the twelve  (12) months  ended June 30, 1997 and the seven (7) months  ended
January 31, 1998; unaudited  (internally-prepared)  balance sheet and profit and
loss  statement as at and for the eleven (11) month  period  ended  December 31,
1998; and unaudited  (internally-prepared) balance sheet as at and for the eight
(8) month period ended September 30, 1999, in each case prepared by or on behalf
of Seller (the  "Seller  Financial  Statements").  Each of the Seller  Financial
Statements is consistent  with the books and records of Seller (which,  in turn,
are accurate and complete in all material respects) and fairly presents Seller's
financial condition, assets and liabilities as of their respective dates and the
results  of  operations  and cash  flows  for the  periods  related  thereto  in
compliance with GAAP, consistently applied.

      2.5 Undisclosed Liabilities.  Except to the extent reflected,  referred to
or reserved against in the Seller Financial Statements,  Seller did not have, as
of the dates  thereof,  any material  liabilities  or obligations of any nature,
whether  accrued,  absolute,  contingent or otherwise,  whether due or to become
due. Except as set forth in the Seller Financial Statements, to the knowledge of
Seller no basis exists for  assertion  against  Seller of any material  claim or
liability of any nature in any amount not fully reflected or reserved against in
the Seller  Financial  Statements  or any other claim or liability of any nature
arising  since  the  date  of  the  Seller  Financial  Statements,   other  than
liabilities  that had been  incurred  in the  ordinary  course  of  business  in
accordance  with Past Practice and that are not material  individually or in the
aggregate to the Business.

      2.6  Inventory.  The  inventory  of Seller  consists  of items  usable and
saleable in the ordinary course of the Business that conform to the requirements
of the Business as currently conducted, and all applicable laws and governmental
regulations. The items of inventory were


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acquired in the  ordinary  and usual  course of business of Seller from  parties
unaffiliated with Seller in accordance with Past Practice.

      2.7 Accounts Receivable.  Except as set forth on Schedule 2.7, each of the
accounts  receivable  as set forth on the Closing Date Balance  Sheet or arising
since the date thereof (the "Accounts Receivable") represents an indebtedness of
the account payor named therein for merchandise shipped or delivered or services
provided by Seller and, in either case, documented in the ordinary course of its
business  consistent  with Past  Practice.  To  Seller's  Knowledge,  all of the
Accounts  Receivable will be collected in the ordinary  course of business.  All
Seller's documents  pertaining to the Accounts Receivable have been, to the best
of Seller's  knowledge,  preserved by Seller and will be transferred to Buyer at
the Closing.  Seller is the lawful owner of all Accounts Receivable and has good
right and title to the same, and none of the Accounts  Receivable has been sold,
assigned or  transferred  to any other person,  firm or corporation or is in any
way  encumbered.  Set  forth  on  Schedule  2.7 is the  status  of the  Accounts
Receivable existing at July 31, 1999,  including all billed Accounts Receivable,
an estimate of all  Accounts  Receivable  remaining  to be billed,  and all cash
received but not recorded against specific Accounts Receivable.

      2.8 Licenses and Permits.  Seller has delivered to Purchaser a list (which
is set forth on Schedule 2.8) of all material governmental licenses, franchises,
permits  and other  governmental  authorizations,  including  material  permits,
titles, licenses, franchises and certificates. The licenses, franchises, permits
and other  governmental  authorizations  listed on Schedule  2.8 are valid,  and
Seller has not received any notice that any  Governmental  Authority  intends to
cancel,  terminate  or not renew any such  license,  franchise,  permit or other
governmental  authorization,  except  for  such  cancellation,  terminations  or
failures to renew as would not have a Material Adverse Effect.

      2.9 Personal Property.  Seller has delivered to Purchaser a list (which is
set forth on Schedule  2.9) of (a) all  personal  property  which is included in
"furniture,  fixtures  and  equipment"  (or  similarly  named  line item) on the
balance  sheet of Seller as of the Balance  Sheet Date,  (b) all other  personal
property  owned by Seller (i) as of the  Balance  Sheet  Date and (ii)  acquired
since the Balance  Sheet Date,  and (c) all leases and  agreements in respect of
personal  property.  Except  as set  forth on  Schedule  2.9,  (i) all  personal
property  with a value  individually  in excess of $5,000  used by Seller in its
business  is either  owned by Seller  or  leased by Seller  pursuant  to a lease
included on Schedule 2.9 (which will be assigned to Purchaser  hereunder),  (ii)
all of the personal property listed on Schedule 2.9 is in good working order and
condition,  ordinary  wear and tear  excepted,  other  than such  property,  the
condition  of which  would not have a  Material  Adverse  Effect,  and (iii) all
leases and agreements  included on Schedule 2.9 are in full force and effect and
constitute valid and binding agreements of Seller, and to Seller's knowledge, of
the other  parties  (and  their  successors)  thereto in  accordance  with their
respective terms,  except such agreements the invalidity of which would not have
a Material Adverse Effect.

      2.10 Significant Customers; Material Contracts and Commitments. Seller has
delivered  to  Purchaser a list (which is set forth on Schedule  2.10) of all of
its significant  customers,  it being  understood and agreed that a "significant
customer," for purposes of this Section 2.10, means


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a customer  (or Person or entity)  representing  5% or more of  Seller's  annual
revenues  as of the  Balance  Sheet  Date.  Except  to the  extent  set forth on
Schedule  2.10,  none  of  Seller's   significant   customers  has  canceled  or
substantially reduced or, to the knowledge of Seller, is currently attempting or
threatening to cancel,  a contract or  substantially  reduce  utilization of the
services provided by Seller nor is any of Seller's significant customers subject
to a  preferential  policy or treatment  or an  individually  tailored  sales or
service policy.  Except as listed or described on Schedule 2.10, as of or on the
date  hereof,  Seller is not a party to or bound  by,  nor do there  exist,  any
material  contracts  relating  to or in  any  way  affecting  the  operation  or
ownership of the Business, including, without limitation:

            (a)  any  contract,   written  or   otherwise,   for  the  purchase,
maintenance,  or  acquisition  of  services  materials,  supplies,  merchandise,
machinery,  equipment,  parts or other property which requires  aggregate future
payments by Seller of greater than $5,000;

            (b) any contract,  written or otherwise,  for the sale or furnishing
of services, materials, supplies,  merchandise,  machinery,  equipment, parts or
other property which entitles Seller to receive payments of greater than $5,000;

            (c) any contract relating to the borrowing of money, or the guaranty
of another  Person's  borrowing of money,  including,  without  limitation,  all
notes,  mortgages,  indentures  and  other  obligations,  agreements  and  other
instruments  for or  relating  to any lending or  borrowing,  including  assumed
indebtedness;

            (d) any contract  granting any Person a lien on any of the assets of
Seller, in whole or in part;

            (e) any contract granting to any Person a first-refusal, first-offer
or  similar  preferential  right to  purchase  or  acquire  any of the assets of
Seller's business other than in the ordinary course of business;

            (f) any contract  under which Seller is (i) a lessee or sublessee of
any machinery,  equipment,  vehicle or other tangible  personal property or real
property,  or (ii) a lessor or lessee of any real property or tangible  personal
property  owned by Seller,  in either case having an original value in excess of
$5,000;

            (g) any joint venture or partnership contract; and

            (h) any  contract  or  commitment  for capital  expenditures  or the
acquisition  or  construction  of fixed  assets  in  excess  of  $15,000  in the
aggregate.

Each of the foregoing  agreements or contracts  shall be referred to herein as a
"Material Contract."

      Seller  has  provided  Purchaser  with a true  and  complete  copy of each
written  Material  Contract,  including all  amendments  or other  modifications
thereto. Except as set forth on


                                     - 10 -

<PAGE>

Schedule  2.10 or as would not have a Material  Adverse  Effect,  each  Material
Contract is a valid and binding obligation of Seller, enforceable against Seller
in  accordance  with its terms,  and is in full force and effect.  Except as set
forth on Schedule  2.10,  neither  Seller nor, to the  knowledge of Seller,  any
other party to any Material Contract,  are (with or without the lapse of time or
the  giving of notice or both) in breach  or  default  in any  material  respect
thereunder;  and there exists no condition  which,  to the  knowledge of Seller,
would  constitute a breach or default  thereunder.  Seller has not been notified
and has no reason to believe that any party to any Material  Contract intends to
cancel or terminate any Material Contract.

      2.11 Real Property. Seller owns no real property.

      2.12  Conformity  with Law;  Litigation.  Except as set forth on  Schedule
2.12, or as would not have a Material  Adverse Effect,  Seller has complied with
all laws, rules, regulations, writs, injunctions, decrees, and orders applicable
to it or to the  operation  of its business  (collectively,  "Laws") and has not
received any notice of any alleged  claim or  threatened  claim,  violation  of,
liability  or  potential  responsibility  under,  any  such  Law  which  has not
heretofore been cured and for which there is no remaining  liability other than,
in each case,  those not having a Material  Adverse Effect on Seller.  Except to
the extent set forth on Schedule 2.12:

            (a)  There is no suit,  action,  proceeding,  claim,  order  or,  to
Seller's knowledge,  investigation pending or, to Seller's knowledge, threatened
against  Seller or Parent or, to the knowledge of Seller,  pending or threatened
against any of the  officers,  directors  or  employees  of Seller or Parent (in
their  capacities  as such) with  respect to the  Business or proposed  business
activities or to which Seller or Parent is otherwise a party, which would have a
Material Adverse Effect on Seller,  before any court, or before any Governmental
Authority  (collectively,  "Claims");  nor, to Seller's knowledge,  is there any
basis for any such Claims.

            (b) Seller is not  subject to any  judgment,  order or decree of any
court  or  Governmental  Authority;  Seller  has not  received  any  opinion  or
memorandum  from legal  counsel to the effect that it is  exposed,  from a legal
standpoint,  to any  liability  or  disadvantage  which may be  material  to the
Business.  Seller is not engaged in any legal action to recover monies due it or
for damages sustained by it.

      2.13 Taxes. All tax returns and related  information  required to be filed
by or on behalf of the Seller  prior to the date hereof have been  prepared  and
filed in accordance with applicable law, and such returns accurately reflect all
tax  liabilities  of the  Seller for the  periods  covered  thereby.  All taxes,
interest,  penalties,  assessments or deficiencies that have become due pursuant
to such returns or any assessments or otherwise have been paid in full. All such
returns  are true and  correct in all  material  respects.  There is no material
unresolved  claim   concerning  the  Seller'   federal,   state  and  local  tax
liabilities.  All monies  required to be withheld by Seller from  employees  for
income  taxes,  social  security  and  unemployment  insurance  taxes  have been
collected or withheld and either paid to the respective governmental agencies or
set aside in accounts  for such  purpose,  or  accrued,  reserved  against,  and
entered  upon the books of  Seller in the  ordinary  course of the  Business  in
accordance with Past Practice.


                                     - 11 -

<PAGE>

      2.14 No  Violations.  Except as set forth on Schedule 2.14, and subject to
obtaining any Required Consent,  (a) the rights and benefits of Seller under the
Material   Contracts  will  not  be  adversely   affected  by  the  transactions
contemplated hereby, and (b) the execution of this Agreement and the performance
by Seller of its  obligations  hereunder and the  consummation  by Seller of the
transactions  contemplated hereby will not (i) result in any violation or breach
of,  or  constitute  a default  under,  any of the  terms or  provisions  of the
Material  Contracts,  or (ii)  require  the  consent,  approval,  waiver  of any
acceleration,  termination  or other right or remedy or action of or by, or make
any  filing  with or give any notice to,  any  Governmental  Authority  or other
party.

      2.15 Business  Conduct.  Except as set forth on Schedule  2.15,  since the
Balance  Sheet Date,  Seller has  conducted  its  business  only in the ordinary
course  consistent with Past Practice and has incurred no liabilities other than
in the ordinary  course of business  consistent  with Past  Practice.  Except as
forth on Schedule 2.15, since the Balance Sheet Date, there has not been any:

            (a)  material  adverse  change  in  Seller's  operations,  condition
(financial or otherwise),  operating  results,  assets,  liabilities,  employee,
customer or supplier relations or, to Seller's knowledge, business prospects;

            (b) damage,  destruction or loss of any property owned by Seller and
used in the  operation  of the  Business,  whether or not covered by  insurance,
having a replacement cost or fair market value in excess of $5,000;

            (c) voluntary or involuntary sale, transfer, surrender,  abandonment
or other  disposition  of any kind by Seller of any  assets or  property  rights
(tangible  or  intangible),  having a  replacement  cost or fair market value in
excess of $5,000,  except in each case the sale of inventory  and  collection of
accounts in the ordinary course of business consistent with Past Practice;

            (d) any  declaration,  setting aside,  or payment of any dividend or
other distribution in respect to Seller's capital stock or ownership  interests,
any direct or indirect redemption, purchase, or other acquisition of such stock,
or the payment of principal or interest on any note,  bond,  debt  instrument or
debt to Parent;

            (e) incurrence of debts,  liabilities or obligations  except current
liabilities  incurred  in  connection  with or for  services  rendered  or goods
supplied in the  ordinary  course of  business  consistent  with Past  Practice,
except  liabilities  on  account  of  taxes  and  governmental  charges  but not
penalties,  interest or fines in respect thereof, and obligations or liabilities
incurred by virtue of the execution of this Agreement;

            (f) issuance by Seller of any notes, bonds, or other debt securities
or any equity securities or securities  convertible into or exchangeable for any
equity securities;

            (g) cancellation, waiver or release by Seller of any material debts,
rights  or  claims,  except  in each case in the  ordinary  course  of  business
consistent with Past Practice;


                                     - 12 -

<PAGE>

            (h) amendment or  termination of any Material  Contract,  other than
expiration of such contract in accordance with its terms;

            (i) sale or  assignment  by Seller of any material  tangible  assets
other than in the ordinary course of business;

            (j) capital  expenditures or commitments  therefor by Seller,  other
than in the ordinary  course of business,  in excess of $5,000 in the aggregate;
or

            (k)  mortgage,  pledge or other  encumbrance  of any asset of Seller
other than in the ordinary course of business.

      2.16 Labor Matters.

            (a) Except as set forth on Schedule 2.16,  there are no unfair labor
practice,  equal  employment  opportunity  or wage and hour  complaints  against
Seller pending or threatened before any court,  arbitrator or the National Labor
Relations  Board  or any  other  governmental  or  regulatory  board  or  agency
performing functions relating to employee rights or benefits.  There is no labor
strike,  walkout,  dispute,   slowdown,   disturbance  or  stoppage  pending  or
threatened  against or  involving  Seller.  There is no  pending  or  threatened
representation question or organizational activities concerning the employees of
Seller.

            (b) There is no collective bargaining agreement affecting Seller and
there is no union  representing the interests of any of the employees of Seller.
Except as set forth on  Schedule  2.16,  there are no  pending  suits,  actions,
administrative proceedings,  arbitration or other proceedings between Seller and
any of its  employees.  To the best of its  knowledge,  except  as set  forth in
Schedule  2.16,  Seller has  complied  in all  material  respects  with all laws
relating to the employment of labor,  including any provisions  thereof relating
to wages,  hours,  collective  bargaining and the payment of social security and
similar taxes, and Seller is not liable for any arrears of wages or any taxes or
penalties for failure to comply with any of the foregoing.

      2.17 Compliance with ERISA.  Except as set forth on Schedule 2.17,  Seller
does not maintain, or make contributions to, any Plan.

      2.18 Insurance.  Seller maintains no insurance coverage except as same may
be provided under Parent's comprehensive coverage.

      2.19 Proprietary Rights.

            (a) Seller has no Proprietary Software.

            (b) All Third-Party Software is either: (i) listed in Schedule 2.19;
(ii) object code versions of generally  commercially available software programs
that are used by Seller for word processing, accounting, internal communications
or other similar internal administrative functions;


                                     - 13 -

<PAGE>

or (iii) custom software developed by Seller exclusively for Seller's customers,
which software is owned by such customers and is not otherwise used, distributed
or marketed in the Business. Except for Third-Party Software described in clause
(iii) of the previous sentence,  Seller has licenses to all Third-Party Software
material to the  operation  of Business as now  conducted.  Seller has the legal
right to use, copy, modify, sublicense,  distribute or otherwise market all such
Third-Party  Software  to the full  extent  that such  Third-Party  Software  is
currently being used, copied,  modified,  sublicensed,  distributed or otherwise
marketed in the Business, all without infringing on the rights of any Person and
without the payment of any additional  royalties or other fees or payments,  now
or in the future, to any other Person,  other than annual maintenance or upgrade
fees in accordance with normal industry practices and other than the amount paid
by Seller for the  equipment  in which such  Software is embedded or included by
the  manufacturer or distributor  thereof.  Seller has no obligation to make any
payment by way of royalties or  otherwise to any person in  connection  with the
Third-Party Software.

            (c) The present and  projected use by Seller of all its Software and
Proprietary  Rights does not, and Buyer's use of all  Software  and  Proprietary
Rights  transferred  to Buyer  pursuant  to this  Agreement  (to the extent such
transferred  Software and  Proprietary  Rights are employed by Buyer in a manner
consistent with the operation of the Business by Seller) will not,  infringe the
rights  of any other  Person.  To the  knowledge  of  Seller,  no claim has been
asserted by any Person: (i) that such Person has any right, title or interest in
or to any of  Seller's  Proprietary  Rights;  (ii) to the effect  that any past,
present or  projected  act or omission by Seller  infringes  on any  Proprietary
Rights  of such  Person;  (iii)  that  such  Person  has the right to use any of
Seller's  Trademarks or trade names; or (iv) that  challenges  Seller's right to
use any of its Proprietary  Rights or Know-how or that seeks to deny,  modify or
revoke any  registration  or  application  therefor or renewal  thereof.  To the
knowledge of Seller,  no facts or circumstances  exist that, with or without the
passing of time or the giving of notice or both,  might  reasonably serve as the
basis for any such claim.

            (d)  Seller  has  relied  on the  warranties  of  manufacturers  and
distributors  for the purpose of determining  whether Software will: (i) include
year 2000 date conversion  capabilities  including  without  limitation (A) date
data   century    recognition,    (B)   calculations   that   accommodate   same
century/multi-century formulas and date values and (C) correct sort ordering and
date  data  interface  values  that  reflect  the  century;  (ii)  automatically
compensate  for and  manage  and  manipulate  data  involving  dates,  including
single-century  formulas and multi-century  formulas,  and not cause an abnormal
event or abort within the  application  or result in the generation of incorrect
values or invalid  outputs  involving  such dates;  (iii)  provide that all date
related user interface functionalities and data fields include the indication of
the correct century;  and (iv) provide that all date related system to system or
application  to  application  data  interface  functionalities  will include the
indication  of the correct  century.  Seller has no knowledge  that any Software
does not comply with the foregoing requirements.

            (e)  Seller  has  taken  efforts  that  are  reasonable   under  the
circumstances  to prevent the  unauthorized  disclosure to other Persons of such
portions  of Seller's  trade  secrets as would  enable any such other  Person to
compete with Seller within the scope of any of its Business as now conducted and
as presently proposed to be conducted. No current or former employee of


                                     - 14 -

<PAGE>

Seller has executed a  confidentiality  agreement  obligating that person not to
use any Trade  Secrets of Seller  relating to the Business  except in performing
employment  duties for Seller and not to disclose any such Trade  Secrets to any
other Person.

      2.20 Environmental Matters.

            (a)  Seller  has   obtained   all   permits,   licenses   and  other
authorizations  required in connection  with the conduct of the Business and the
Purchased  Assets under  regulations  relating to pollution or protection of the
environment,  including regulations relating to emissions,  discharges, releases
or threatened releases of pollutants,  contaminants,  chemicals,  or industrial,
toxic or Hazardous Substances into the environment (including without limitation
ambient air, surface water,  groundwater or land), or otherwise  relating to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport,  or  handling of  pharmaceutical  supplies  and needles  used in home
infusion therapy, pollutants,  contaminants,  chemicals, or industrial, toxic or
Hazardous Substances.

            (b) Seller is in full compliance in the conduct of the Business with
all terms and  conditions of permits,  licenses and  authorizations  required by
law,  and also in full  compliance  with all  other  limitations,  restrictions,
conditions, standards,  prohibitions,  requirements,  obligations, schedules and
timetables contained in those laws or contained in any regulation,  plan, order,
decree,  judgment,   injunction,   notice  or  demand  letter  issued,  entered,
promulgated or approved thereunder.

            (c) Seller has not  received  notice of any past,  present or future
events, conditions, circumstances,  activities, practices, incidents, actions or
plans that may interfere with or prevent compliance or continued compliance with
such laws or any regulations,  plan, order, decree, judgment, injunction, notice
or demand letter issued,  entered,  promulgated or approved thereunder,  or that
may give rise to any common law or legal liability,  or otherwise form the basis
of any claim, action, demand, suit, proceeding, hearing, study or investigation,
based  on  or  related  to  the  manufacture,   processing,  distribution,  use,
treatment,   storage,  disposal,   transport,  or  handling,  or  the  emission,
discharge,   release  or  threatened  release  into  the  environment,   of  any
pharmaceutical  supplies or needles used in home  infusion  therapy,  pollutant,
contaminant, chemical, or industrial, toxic or Hazardous Substance or waste.

            (d) There is no civil,  criminal  or  administrative  action,  suit,
demand,  claim,   hearing,   notice  or  demand  letter,  notice  of  violation,
investigation,  or proceeding pending or threatened against Seller in connection
with the conduct of the  Business  or  Purchased  Assets  relating in any way to
those laws or any regulation, plan, order, decree, judgment,  injunction, notice
or demand letter issued, entered, promulgated or approved thereunder.

      2.21  Misrepresentation.  None of the  representations  and warranties set
forth in this Agreement  contain any untrue statement of a material fact or omit
to state a material fact  necessary to make the statements  contained  herein or
therein not  misleading.  Any disclosure on any Schedule  attached hereto may be
deemed to be  incorporated  and  disclosed  on any other  Schedule  unless  such
additional  disclosure could not reasonably be concluded from the context of the
actual disclosure.  No disclosure of any matter on any Schedule shall constitute
a representation  or admission by Seller that such matter is "material" or would
have a Material Adverse Effect.


                                     - 15 -

<PAGE>

3.    REPRESENTATIONS OF PURCHASER AND RICHTON

      Purchaser  and Richton,  jointly and  severally,  represent and warrant to
Seller that all of the following  representations and warranties in this Section
3  are  true  and  correct  at  the  date  of  this  Agreement,  and  that  such
representations  and  warranties  shall survive the Closing Date for a period of
twenty-four (24) months.

      3.1 Organization.  Purchaser is a corporation duly  incorporated,  validly
existing  and in good  standing  under the laws of the State of Delaware and has
the power and authority to own all of its  properties and assets and to carry on
its business as it is now being conducted.

      3.2 Authority Relative to Agreement. Purchaser has the corporate power and
authority,  to  execute  and  deliver  this  Agreement  and  to  consummate  the
transactions  contemplated  hereby.  This  Agreement  has been duly executed and
delivered  by  Purchaser  and is a valid and  binding  agreement  of  Purchaser,
enforceable in accordance with its terms.

      3.3 Transaction  Not a Breach.  Neither the execution and delivery of this
Agreement by Purchaser  nor its  performance  will  violate,  conflict  with, or
result in a breach of any provision of any law, rule, regulation, order, permit,
judgment, injunction, decree or other decision of any court or other tribunal or
any  Governmental  Authority  binding on Purchaser or conflict with or result in
the breach of any of the terms,  conditions or provisions of the  Certificate of
Incorporation  or  the  By-Laws  of  Purchaser  or of any  contract,  agreement,
mortgage or other instrument or obligation of any nature to which Purchaser is a
party or by which  Purchaser  is  bound,  except  that  this  Agreement  and the
transactions  contemplated hereby require the prior consent of the institutional
lenders to Richton.

      3.4 No  Violations.  Except as set forth on Schedule 3.4, the execution of
this Agreement and the performance by Purchaser of its obligations hereunder and
the consummation by Purchaser of the transactions  contemplated  hereby will not
require the consent, approval, waiver of any acceleration,  termination or other
right or remedy or action of or by, or make any  filing  with or give any notice
to, any Governmental Authority or other party.

      3.5  Misrepresentation.  None of the  representations  and  warranties set
forth in this  Agreement  or in any of the  certificates,  schedules,  exhibits,
lists, documents,  exhibits, or other instruments delivered, or to be delivered,
to  Purchaser  as  contemplated  by any  provision  hereof,  contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements contained herein or therein not misleading.


4.    COVENANTS PRIOR TO CLOSING

      4.1  Access  and  Cooperation;  Due  Diligence.  Between  the date of this
Agreement  and  the  Closing  Date,  Seller  will  afford  to the  officers  and
authorized  representatives  of  Purchaser  access  during  business  hours upon
reasonable prior notice to all of Seller's sites, properties, books


                                     - 16 -

<PAGE>

and  records and will  furnish  Purchaser  with such  additional  financial  and
operating data and other information as to the business and properties of Seller
as Purchaser may from time to time  reasonably  request.  Seller will  cooperate
with  Purchaser  and its  representatives,  including  Purchaser's  auditors and
counsel,  in the  preparation of any documents or other  materials  which may be
required in connection with the transactions contemplated by this Agreement.

      4.2  Conduct of the  Business  Pending  Closing.  Between the date of this
Agreement and the Closing Date, Seller will:

            (a) carry on its business in the ordinary  course  substantially  as
conducted  heretofore and not introduce any new method of management,  operation
or accounting;

            (b) maintain its properties  and  facilities,  including  those held
under leases,  in as good working  order and  condition as at present,  ordinary
wear and tear excepted;

            (c)  perform  in  all  material   respects  its  obligations   under
agreements relating to or affecting its assets, properties or rights;

            (d) keep in full  force and effect  present  insurance  policies  or
other comparable insurance coverage;

            (e)  maintain and preserve  its  respective  business  organizations
intact  and  use  its  best  efforts  to  retain   present  key   employees  and
relationships  with suppliers,  customers and others having  business  relations
with Seller;

            (f)  maintain   compliance  with  all  permits,   laws,   rules  and
regulations,  consent  orders,  and  all  other  orders  of  applicable  courts,
regulatory agencies and similar Governmental Authorities;

            (g) not increase the compensation or rate of compensation payable to
any key  employee  or manager of Seller or pay any bonus or other  extraordinary
compensation to any person;

            (h) not  create  any  lien or  encumbrance  on any of the  Purchased
Assets; and

            (i) not enter into any transaction or take any other action that, if
effected or taken prior to the date  hereof,  would  constitute  a breach of the
representations, warranties or agreements of Seller set forth herein.

      4.3 Conduct of Purchaser's  Business Pending Closing.  Between the date of
this Agreement and the Closing Date, Purchaser will carry on its business in the
ordinary course substantially as conducted heretofore.

      4.4 Prohibited  Activities.  Between the date hereof and the Closing Date,
except as specifically  contemplated hereby,  Seller will not, without the prior
written consent of Purchaser:


                                     - 17 -

<PAGE>

            (a) Declare or pay any dividend,  or make any distribution,  whether
now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire
for value any of the Seller's stock;

            (b) enter into any contract or commitment or incur or agree to incur
any liability or make any capital  expenditure,  except if it is in the ordinary
course of business (consistent with Past Practice) and involves an amount not in
excess of $5,000;

            (c) create,  assume or permit to exist any new  mortgage,  pledge or
other lien or  encumbrance  upon any assets or  properties  whether now owned or
hereafter  acquired,  except with  respect to purchase  money liens  incurred in
connection with the acquisition of equipment or inventory with an aggregate cost
not in excess of $5,000 necessary or desirable for the conduct of the Business;

            (d) sell,  assign,  lease or  otherwise  transfer  or dispose of any
property or equipment except in the ordinary course of business;

            (e) merge or consolidate  or agree to merge or  consolidate  with or
into any other entity;

            (f) waive  any  material  right or claim of  Seller,  provided  that
Seller may negotiate and adjust bills in the course of good faith  disputes with
customers in a manner consistent with Past Practice;

            (g) commit a material  breach under,  materially  amend or terminate
any Material Contract; or

            (h) except as specifically  contemplated  by this  Agreement,  enter
into any other  transaction  outside  the  ordinary  course of its  business  or
prohibited hereunder.

      4.5 No Shop. In  consideration  of the  substantial  expenditure  of time,
effort and expense  undertaken by Purchaser in connection with its due diligence
review and the preparation  and execution of this  Agreement,  Seller and Parent
agree  that  neither  of them  nor  their  respective  representatives,  agents,
employees or affiliates  will,  after the execution of this Agreement  until the
earlier of (a) the termination of this Agreement,  or (b) the Closing,  directly
or  indirectly,  solicit,  encourage,  negotiate or discuss with any third party
(including  by  way  of  furnishing  any  information   concerning  Seller)  any
acquisition  proposal  relating to or affecting Seller or any part of it, or any
direct or indirect interests in Seller,  whether by purchase of assets or stock,
purchase  of  interests,  merger  or other  transaction,  and that  Seller  will
promptly advise Purchaser of the terms of any communications  Seller may receive
or become aware of relating to any bid for all or any part of Seller.

      4.6 Amendment of Schedules. Each party hereto agrees that, with respect to
the  representations  and warranties of such party  contained in this Agreement,
such party  shall  have the  continuing  obligation  until the  Closing  Date to
supplement  or amend  promptly the  Schedules  hereto with respect to any matter
hereafter  arising or discovered which, if existing or known at the date of this
Agreement,  would  have  been  required  to be set  forth  or  described  in the
Schedules.  Unless  agreed in writing,  no supplement or amendment to a Schedule
shall be deemed to cure any breach of any  representation and warranty by either
party made in this Agreement, provided that if the party


                                     - 18 -

<PAGE>

to whom a supplemental or amending disclosure was made proceeds to Closing, that
party shall be deemed to have waived such breach of  representation  or warranty
and any remedies which might have been available with respect thereto.

      4.7 Further  Assurances.  The parties hereto agree to execute and deliver,
or cause to be executed and delivered,  such further instruments or documents or
take such other action as may be reasonably necessary or convenient to carry out
the transactions contemplated hereby.


5.    CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

      The  obligations  of Seller  with  respect  to  actions to be taken on the
Closing  Date are  subject  to the  satisfaction  or  waiver  on or prior to the
Closing  Date of all of the  conditions  set forth in this  Section 5. As of the
Closing  Date,  all  conditions  not  satisfied  as to which  Seller  has notice
delivered  by  Purchaser  shall be deemed to have been  waived by Seller  unless
Seller has  objected by notifying  Purchaser in writing of such  objection on or
before the consummation of the transactions on the Closing Date.

      5.1 Representations and Warranties.  All representations and warranties of
Purchaser  contained in this Agreement shall be true and correct in all material
respects as of the Closing Date as though such  representations  and  warranties
had been made on and as of that date.

      5.2 Performance of Obligations. All of the terms, covenants and conditions
of this  Agreement to be complied  with and  performed by Purchaser on or before
the  Closing  Date  shall  have been duly  complied  with and  performed  in all
material respects on or before the Closing Date.

      5.3 No  Litigation.  No action or  proceeding  before a court or any other
Governmental  Authority  or body shall have been  instituted  or  threatened  to
restrain or prohibit the  performance of this Agreement or the  consummation  of
the transactions contemplated herein.

      5.4 Consents and Approvals. All necessary consents of and filings required
to be obtained or made by  Purchaser  with any  Governmental  Authority or third
party relating to the consummation of the transactions contemplated herein shall
have been obtained and made.


6.    CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

      The  obligations  of Purchaser  with respect to actions to be taken on the
Closing  Date,  are  subject  to the  satisfaction  or waiver on or prior to the
Closing  Date,  as the case may be, of all of the  conditions  set forth in this
Section 6. As of the  Closing  Date all  conditions  not  satisfied  as to which
Purchaser has notice  delivered by Seller shall be deemed to have been waived by
Purchaser  unless it has  objected  by  notifying  Purchaser  in writing of such
objection on or before the consummation of the transactions on the Closing Date.


                                     - 19 -

<PAGE>

      6.1 Representations and Warranties. All the representations and warranties
of Seller and Parent  contained in this  Agreement  shall be true and correct in
all material respects as of the Closing Date as though such  representations and
warranties had been made on and as of that date.

      6.2 Performance of Obligations. All of the terms, covenants and conditions
of this  Agreement  to be complied  with or performed by Seller on or before the
Closing  Date shall have been duly  performed  or complied  with in all material
respects on or before the Closing Date.

      6.3 No  Litigation.  No action or  proceeding  before a court or any other
Governmental  Authority  or body shall have been  instituted  or  threatened  to
restrain or prohibit the  performance of this Agreement or the  consummation  of
the transactions contemplated herein.

      6.4 No  Material  Adverse  Change.  As of the  Closing  Date,  no event or
circumstance shall have occurred with respect to Seller which would constitute a
Material  Adverse  Effect on Seller,  and  Seller  shall not have  suffered  any
material  loss or damages  to any of its  properties  or assets,  whether or not
covered by insurance, which change, loss or damage materially affects or impairs
the ability of Seller to conduct its business.

      6.5 Consents and Approvals.  All Required Consents and all other necessary
consents of and filings with any Governmental  Authority or third party relating
to the  consummation  of the  transactions  contemplated  herein shall have been
obtained  and made and all  necessary  consents and  approvals of third  parties
shall have been obtained.

      6.6 Seller Financial Statements.  Seller shall have delivered to Purchaser
the Seller Financial Statements.

      6.7 Corporate Action.  All corporate action required to be taken by Seller
and Parent in connection  with the  transactions  contemplated by this Agreement
shall have been taken,  and  Purchaser  shall have  received  such  originals or
copies of such documents as it may reasonably request.

      6.8  Removal of Liens.  All liens,  security  interests  and  encumbrances
affecting  the  Purchased  Assets shall have been removed of record  pursuant to
documentation  reasonably  satisfactory  in  substance  and  form to  Purchaser,
provided  Purchaser shall have substituted  reasonably  acceptable  security for
Deutsche Financial Services  Corporation  ("DFSC") for a release of its liens on
the Purchased Assets.

      6.9 Financing and Lender Consent.  Purchaser shall have received financing
from (i) its institutional lenders with respect to the transactions contemplated
by this  Agreement in such amount as Purchaser,  in its sole  discretion,  shall
deem to be adequate,  and such  institutional  lenders  shall have  delivered to
Purchaser  all  consents  required by such  lenders  pursuant to the  applicable
agreements  between  such  lenders  and  Richton  and (ii) DFSC with  respect to
financing the operations of the Business in such amount and form as Purchaser in
its sole discretion shall deem to be adequate.


                                     - 20 -

<PAGE>

      6.10 Due  Diligence.  Purchaser  shall have  completed  its due  diligence
review of the Seller and the  Business  and shall have been  satisfied  with the
results thereof in its sole discretion.


7.    INDEMNIFICATION

      Purchaser and Seller agree as follows:

      7.1  General  Indemnification  by Seller  and  Parent.  Seller  and Parent
covenant  and agree that each will  jointly  and  severally  indemnify,  defend,
protect and hold  harmless  Purchaser  and Richton and each of their  respective
directors,  officers, employees and agents, at all times from and after the date
of this  Agreement,  from and  against  all  claims,  damages,  actions,  suits,
proceedings,  demands, assessments,  adjustments,  costs and expenses (including
specifically, but without limitation,  reasonable attorneys' fees and reasonable
expenses of investigation) incurred by such party as a result of or arising from
or relating to:

            (a) any breach of the  representations  and warranties of Seller and
Parent  set forth  herein  or on the  schedules  or  certificates  delivered  in
connection herewith;

            (b) any  breach of any  agreement  on the part of Seller  under this
Agreement,  it being  understood and agreed that the Expiration Date for a claim
of  breach of any such  agreement  shall be twelve  (12)  months  after the date
performance was due;

            (c)  any  debt,   liability  or   obligation  of  Seller  or  Parent
(including,  without limitation,  any claim against Purchaser or Richton arising
from any  litigation  now pending or  hereafter  commenced  against or involving
Seller or Parent, whether known or unknown,  absolute or contingent) not assumed
by Purchaser under the Assumption Agreement;

            (d) the failure of Purchaser to collect any Account  Receivable,  it
being  understood  (i)  that  an  Account  Receivable  shall  be  deemed  to  be
non-collectible  if not  paid  within  90  days  after  the  date  such  Account
Receivable  was  billed,  and (ii)  Purchaser  shall not be required to take any
action to cause the collection of any delinquent Account  Receivable,  provided,
however,  that  Seller  shall  not  be  obligated  to  indemnify  Purchaser  for
uncollected  Accounts  Receivable to the extent of any reserve for bad debts set
forth on the Closing Date Balance Sheet. In the event Seller provides  indemnity
for any uncollected Account Receivable,  Purchaser shall assign such uncollected
Account  Receivable  back to  Seller,  which  shall  have the  right  to  pursue
collection  thereof.  Notwithstanding any provision herein or in any restrictive
covenant to the  contrary,  Seller's  collection  efforts  shall not be deemed a
breach of any such restrictive covenant; and

            (e) the  refund  by  Purchaser  to any  account  debtor  of all or a
portion of any Account Receivable  previously collected by Purchaser as a result
of a  warranty  claim  by such  account  debtor  with  respect  to the  Software
component of the sale giving rise to the Account Receivable (even if, and to the
extent that, such claim results in a refund of the entire sale), provided that:


                                     - 21 -

<PAGE>


                  (i)  Purchaser  shall,  upon  receipt  of  Seller's  indemnity
            payment,  assign to Seller all of  Purchaser's  rights,  if any,  to
            pursue the  warranty  claim  against the  manufacturer,  designer or
            manufacturer's agent of the Software giving rise to such claim;

                  (ii) Seller  shall not be  obligated  to  indemnify  Purchaser
            pursuant to this  subparagraph  (e) to the extent of any reserve for
            bad  debts  on  the  Closing  Date  Balance  Sheet  not  applied  in
            connection  with  uncollected   Accounts   Receivable   pursuant  to
            subparagraph (d) of this Section 7.1; and

                  (iii) Purchaser shall not grant any refund in excess of $6,000
            without the prior written consent of Seller, which consent shall not
            be unreasonably withheld, delayed or conditioned.

      7.2  Indemnification  by  Purchaser  and  Richton.  Purchaser  and Richton
covenant  and agree that each will  jointly  and  severally  indemnify,  defend,
protect  and hold  harmless  Seller  and  Parent  and  each of their  respective
directors,  officers, employees and agents, at all times from and after the date
of this  Agreement,  from and  against  all  claims,  damages,  actions,  suits,
proceedings,  demands, assessments,  adjustments,  costs and expenses (including
specifically, but without limitation, reasonable attorneys' fees and expenses of
investigation)  incurred by Seller as a result of or arising from (a) any breach
by Purchaser and Richton of its  representations and warranties set forth herein
or on the schedules or certificates  delivered in connection  herewith,  (b) any
breach  of any  agreement  on the  part  of  Purchaser  or  Richton  under  this
Agreement,  it being  understood and agreed that the Expiration Date for a claim
of  breach of any such  agreement  shall be twelve  (12)  months  after the date
performance was due, and (c) any debt, liability or obligation of Seller assumed
by Purchaser under the Assumption Agreement.

      7.3 Third Person Claims.  Promptly after any party hereto (hereinafter the
"Indemnified  Party") has received  notice of or has knowledge of any claim by a
third person or of the  commencement of any action or proceeding by a Person not
a party to this Agreement (a "Third  Person"),  the Indemnified  Party shall, in
connection  with a claim  with  respect  thereto  being made  against  any party
obligated  to provide  indemnification  pursuant  to  Section  7.1 or 7.2 hereof
(hereinafter the  "Indemnifying  Party"),  give the  Indemnifying  Party written
notice of such claim or the  commencement  of such  action or  proceeding.  Such
notice  shall  state the  nature  and the basis of such  claim and a  reasonable
estimate of the amount thereof.  The Indemnifying  Party shall have the right to
defend and settle, at its own expense and by its own counsel, any such matter so
long as the  Indemnifying  Party pursues the same in good faith and  diligently,
provided that the  Indemnifying  Party shall not settle any criminal  proceeding
without the written  consent of the  Indemnified  Party,  such consent not to be
unreasonably withheld or delayed. If the Indemnifying Party undertakes to defend
or settle, it shall promptly notify the Indemnified Party of its intention to do
so, and the  Indemnified  Party shall  cooperate,  at the  Indemnifying  Party's
expense,  with the Indemnifying Party and its counsel in the defense thereof and
in any settlement  thereof.  Such  cooperation  shall include,  but shall not be
limited  to,  furnishing  the  Indemnifying  Party  with any  books,  records or
information  reasonably  requested  by the  Indemnifying  Party  that are in the
Indemnified  Party's  possession  or  control.  All  Indemnified  Parties  shall
endeavor to use the same counsel, which shall be the counsel


                                     - 22 -

<PAGE>

selected by the Indemnifying Party, provided that if counsel to the Indemnifying
Party shall have a conflict of  interest  in the  opinion of such  counsel  that
prevents  counsel for the Indemnifying  Party from  representing the Indemnified
Party, the Indemnified  Party shall have the right to participate in such matter
through  counsel of its own choosing and the  Indemnifying  Party will reimburse
the  Indemnified  Party for the  reasonable  expenses of its counsel.  After the
Indemnifying  Party has  notified  the  Indemnified  Party of its  intention  to
undertake to defend or settle any such  asserted  liability,  and for so long as
the Indemnifying Party diligently  pursues such defense,  the Indemnifying Party
shall  not  be  liable  for  any  additional  legal  expenses  incurred  by  the
Indemnified  Party in connection with any defense or settlement of such asserted
liability,  except (i) as set forth in the  preceding  sentence  and (ii) to the
extent such participation is requested by the Indemnifying Party, in which event
the  Indemnified  Party  shall  be  reimbursed  by the  Indemnifying  Party  for
reasonable  additional  legal  expenses  and  out-of-pocket   expenses.  If  the
Indemnifying Party desires to accept a final and complete settlement of any such
Third  Person  claim  and the  Indemnified  Party  refuses  to  consent  to such
settlement,  then the  Indemnifying  Party's  liability  under this Section with
respect to such Third  Person claim shall be limited to the amount so offered in
settlement  to said Third  Person,  plus all  indemnifiable  costs and  expenses
incurred to date, the Indemnifying Party shall be relieved of its duty to defend
and shall tender the Third Person claim back to the Indemnified Party, who shall
thereafter,  at its own expense,  be responsible for the defense and negotiation
of such Third Person  claim.  If the  Indemnifying  Party does not  undertake to
defend such matter to which the Indemnified Party is entitled to indemnification
hereunder, or fails diligently to pursue such defense, the Indemnified Party may
undertake such defense through counsel of its choice, at the cost and expense of
the Indemnifying  Party, and the Indemnified  Party may settle such matter,  and
the Indemnifying Party shall reimburse the Indemnified Party for the amount paid
in such  settlement  and any  other  liabilities  or  expenses  incurred  by the
Indemnified  Party in connection  therewith.  All  settlements  hereunder  shall
effect a complete release of the Indemnified Party, unless the Indemnified Party
otherwise   agrees  in  writing.   The  parties  hereto  will  make  appropriate
adjustments  for any tax  benefits,  tax  detriments  or  insurance  proceeds in
determining  the amount of any  indemnification  obligation  under this Section,
provided that no  Indemnifying  or Indemnified  Party shall be obligated to seek
any payment pursuant to the terms of any insurance policy.

      7.4  Limitations  and Conditions on  Indemnification.  Except as otherwise
specifically provided in this Agreement:

            (a) Purchaser and the other Persons or entities indemnified pursuant
to Section  7.1,  subparagraphs  (a), (b) and (c) shall not assert any claim for
indemnification  under such subparagraphs against Seller until such time as, and
with  respect to any  individual  claim,  unless and until such claim or claims,
individually  or in the aggregate,  exceed Twenty  Thousand  Dollars  ($20,000).
Except for claims for  payment of  Purchase  Price,  for which there shall be no
minimum claim, Seller shall not assert any claim for  indemnification  hereunder
against  Purchaser  until  such time as,  and  solely to the  extent  that,  the
aggregate of all claims which Seller may have against  Purchaser  exceeds Twenty
Thousand Dollars ($20,000).

            (b) Notwithstanding  any other term of this Agreement,  Seller shall
not  be  liable  under  this  Section  7 for an  amount  which  exceeds,  in the
aggregate, the Purchase Price.


                                     - 23 -

<PAGE>

            (c) Except as  specifically  set forth in this  Agreement,  no party
shall be entitled to indemnity for claims or conditions  which have been waived,
or deemed to be waived, by such party.

            (d) No party shall be entitled to indemnity  hereunder  for punitive
or consequential damages.

            (e)  Notwithstanding  any  provision  herein  to  the  contrary,  no
Indemnified  Party  shall be  entitled  to make any  claim  for  indemnification
hereunder  pursuant to Section  7.1(a) or Section  7.2(a) after the  appropriate
expiration  date  of  the  applicable  representation  and  warranty,  provided,
however,  that if prior to the close of  business on the  applicable  expiration
date an  Indemnifying  Party shall have been  notified of a claim for  indemnity
hereunder and such claim shall not have been finally  resolved or disposed of at
such date,  the basis for such claim shall  continue to survive  with respect to
such claim and shall remain a basis for indemnity hereunder with respect to such
claim until such claim is finally resolved or disposed of in accordance with the
terms hereof.

            (f) Upon making a full payment for indemnification, the Indemnifying
Party shall be subrogated, to the extent of such payment, to any rights that the
Indemnified Party may have against any other parties with respect to the subject
matter underlying such indemnified claim.

            (g) Failure of an Indemnified Party to give reasonably prompt notice
of any  claim or  claims  shall  not  release,  waive  or  otherwise  affect  an
Indemnifying Party's obligations with respect thereto, except to the extent that
the Indemnifying  Party can demonstrate actual loss and prejudice as a result of
such failure.

      7.5 Additional Provisions Relating to Indemnification.

            (a) If an  Indemnified  Party  shall make claim for  indemnification
other than a third-party claim, it shall give notice thereof to the Indemnifying
Party and the  Indemnifying  Party shall,  within 30 days after  receipt of such
notice, pay to the Indemnified Party the amount of such loss.

            (b)  Purchaser  shall have the right to set off  against any amounts
due by Purchaser to Seller pursuant to Section 1.6(d) an amount equal to any and
all amounts for which Seller and Parent are required to indemnify hereunder.

            (c) The  indemnification  rights of the parties under this Article 7
shall be the sole  remedy  for any  misrepresentation,  breach  of  warranty  or
failure to fulfill any agreement or covenant  hereunder on the part of any party
hereto,  provided that Article 7 shall not be deemed to limit a party's right to
seek equitable relief, including, without limitation, the right to seek specific
performance,  rescission or restitution,  none of which rights or remedies shall
be affected or diminished hereby.


                                     - 24 -

<PAGE>

8.    TERMINATION OF AGREEMENT

      8.1 Termination. This Agreement may be terminated at any time prior to the
Closing  Date solely:

            (a) by mutual consent of Purchaser and Seller;

            (b) by Purchaser or Seller if the transactions  contemplated by this
Agreement  to take  place at the  Closing  shall  not have been  consummated  by
October 30, 1999,  unless the failure of such  transactions to be consummated is
due to the willful  failure of the party seeking to terminate  this Agreement to
perform any of its obligations under this Agreement to the extent required to be
performed by it prior to or on the Closing Date; or

            (c) by Purchaser or Seller if a material  breach or default shall be
made by the other party in the  observance or in the due and timely  performance
of any of the  covenants,  agreements or conditions  contained  herein,  and the
curing of such default shall not have been made on or before the Closing Date.

      8.2 Liabilities in Event of Termination. The termination of this Agreement
will in no way limit  any  obligation  or  liability  of any  party  based on or
arising  from a breach or  default  by such  party  with  respect  to any of its
representations,   warranties,   covenants  or  agreements   contained  in  this
Agreement,  including,  but not  limited  to,  legal and audit  costs and out of
pocket expenses.


9.    NON-DISCLOSURE OF CONFIDENTIAL INFORMATION;
      RESTRICTIVE COVENANT

      9.1 Confidentiality.  The parties recognize and acknowledge that they have
in the past,  currently  have,  and in the  future  may have,  access to certain
confidential  information of the other.  Accordingly,  Parent, Seller, Purchaser
and Richton agree that they will not disclose such  confidential  information to
any Person,  firm,  corporation,  association or other entity for any purpose or
reason whatsoever,  except (a) to authorized representatives of each of them who
need to know  information  in  connection  with  the  transactions  contemplated
hereby,  who have been informed of the  confidential  nature of such information
and who have agreed to keep such  information  confidential as provided  hereby,
and (b) to counsel and other  advisers,  provided that the receiving party shall
be  responsible  for its  advisor's  breach of this  Section 9,  unless (i) such
information  becomes  known  to the  public  generally  through  no fault of the
receiving  party,  (ii)  disclosure  is  required  by law or  the  order  of any
Governmental  Authority under color of law;  provided,  that prior to disclosing
any  information  pursuant to this clause (ii),  the receiving  party shall,  if
possible,  give prior written notice thereof to the disclosing party and provide
the disclosing party with the opportunity to contest such  disclosure,  or (iii)
the disclosing  party  reasonably  believes that such  disclosure is required in
connection with the defense of a lawsuit against the disclosing  party.  Neither
Richton,  Purchaser,  Seller nor Parent,  nor any agent or  affiliate  of any of
them, shall make any public statements, including, without limitation, any press
releases or other public disclosure, with respect to this


                                     - 25 -

<PAGE>

Agreement and the  transactions  contemplated  hereby  without the prior written
consent of the other parties to this Agreement, except as required by law.

      9.2 Damages.  Because of the difficulty of measuring  economic losses as a
result of the breach of the  foregoing  covenants in Section 9.1, and because of
the immediate and  irreparable  damage that would be caused for which they would
have no other adequate remedy,  the parties hereto agree that, in the event of a
breach by any of them of the foregoing  covenants,  the covenant may be enforced
against the other parties by injunctions and restraining orders.  Nothing herein
shall be  construed  as  prohibiting  a party  hereto  from  pursuing  any other
available remedy for such breach or threatened breach of Section 9.1,  including
the recovery of damages.

      9.3 Restrictive Covenants.

            (a) For a period  of five (5)  years  commencing  as of the  Closing
Date,  neither  Parent nor Seller  shall,  directly or  indirectly,  alone or as
principal,  partner, joint venturer,  officer, director,  employee,  consultant,
agent,  independent  contractor  or  stockholder,   or  in  any  other  capacity
whatsoever, engage in any business of value-added reselling of computer hardware
in the Boston Metropolitan area and as far west as the City of Worcester and the
States of New Hampshire and Maine.

            (b) For a period  of five (5)  years  commencing  as of the  Closing
Date, neither Seller nor Parent shall solicit, directly or indirectly,  alone or
as principal, partner, joint venturer, officer, director, employee,  consultant,
agent,  independent  contractor  or  stockholder,   or  in  any  other  capacity
whatsoever,  employ, retain, or enter into any employment, agency, consulting or
other similar  arrangement  with, any person who became an employee of Purchaser
and who was at the time of Closing an employee  of Seller,  or induce or attempt
to induce such person to terminate his employment with Purchaser.

            (c)  Notwithstanding any provision to the contrary in Section 9.3(a)
above,  neither  Parent  nor any of its  subsidiaries  shall be  deemed to be in
breach  of said  provisions  if Parent or any of its  subsidiaries,  other  than
Seller,  engages  in any  business  similar  to the  business  in which they are
currently engaged.


10.   GENERAL

      10.1  Cooperation.  Purchaser and Seller shall each deliver or cause to be
delivered to the other on the Closing  Date,  and at such other times and places
as shall be reasonably  agreed to, such additional  instruments as the other may
reasonably request for the purpose of carrying out this Agreement.

      10.2 Successors and Assigns.  This Agreement and the rights of the parties
hereunder  may not be  assigned  (including  by  operation  of law)  without the
consent of the other party


                                     - 26 -

<PAGE>

and shall be binding upon and shall inure to the benefit of the parties  hereto,
and their successors and permitted assigns.

      10.3 Entire Agreement.  This Agreement (including the Schedules,  exhibits
and  annexes  attached  hereto)  and the  documents  delivered  pursuant  hereto
constitute the entire agreement and  understanding  among the parties hereto and
supersede any prior agreement and  understanding  relating to the subject matter
of this  Agreement.  This  Agreement,  upon  execution,  constitutes a valid and
binding agreement of the parties hereto enforceable in accordance with its terms
and may be  modified  or amended  only by a written  instrument  executed by the
parties hereto.

      10.4 Counterparts;  Facsimile  Signatures.  This Agreement may be executed
simultaneously in two (2) or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument.
Signatures  may be exchanged by telecopy,  and each party agrees that it will be
bound by its telecopied signature and that it accepts the telecopied  signatures
of the other parties to this Agreement.

      10.5 Brokers and Agents.  Each party represents and warrants that,  except
as  specifically  contemplated  by this  Agreement  and as set forth on Schedule
10.5, it employed no broker or agent in  connection  with this  transaction  and
agrees to indemnify the other parties hereto against all loss, cost,  damages or
expense  arising out of claims for fees or  commissions  of brokers  employed or
alleged to have been employed by such  indemnifying  party. The Seller shall pay
all fees and expenses of the broker identified on Schedule 10.5.

      10.6 Expenses.  Except as specifically  set forth in this Agreement,  each
party  shall  each  bear  its own  expenses  incurred  in  connection  with  the
transactions contemplated by this Agreement.

      10.7  Notices.  All  notices  or  communications   required  or  permitted
hereunder  shall be in  writing  and shall be deemed  to have  been  given  when
personally  delivered  or upon  receipt if sent by first class  certified  mail,
return receipt requested or the next business day if sent by telecopier (receipt
confirmed and followed up by one of the other delivery methods  discussed herein
as well), or upon delivery if sent by express mail, in each case postage prepaid
and addressed as follows:

            (a)   If to Seller:

                  c/o Condor Technology Solutions, Inc.
                  Annapolis Office Plaza
                  170 Jennifer Road
                  Suite 325
                  Annapolis, Maryland 21401
                  Attention: John F. McCabe, Esquire
                  Telecopier  No.:   (410) 266-8400


                                     - 27 -

<PAGE>

                        with copies to:

                        Whiteford, Taylor & Preston L.L.P.
                        Seven Saint Paul Street
                        Baltimore, Maryland  21202
                        Attention:  William M.  Davidow, Jr., Esq.
                        Telecopier No.:   (410) 347-9478

            (b)   If to Purchaser:

                  CBE Technologies, Inc.
                  50 Redfield Street
                  Boston, Massachusetts 02122
                  Attention: Mr. Andrew Lally
                  Telecopier No.:   (617) 265-8254

                  Richton International Corporation
                  767 Fifth Avenue, 6th Fl.
                  New York, New York 10153
                  Attention:  Mr. Cornelius F. Griffin
                  Telecopier   No.:  (212) 751-0397

                        with  copies to:

                        Robinson Brog Leinwand Greene Genovese & Gluck P.C.
                        1345 Avenue of the Americas
                        New York, New York 10105
                        Attention: Marshall E. Bernstein, Esq.
                        Telecopier No.:   (212) 956-2164

or to such other address or counsel as any party hereto shall  specify  pursuant
to this Section 10.7 from time to time.

      10.8 Governing Law. This Agreement  shall be construed in accordance  with
the laws of the State of Delaware,  including  the General  Corporation  Law, in
each case without reference to conflicts of laws principles.

      10.9 Exercise of Rights and Remedies. Except as otherwise provided herein,
no delay of or omission in the exercise of any right,  power or remedy  accruing
to any party as a result of any breach or default by any other  party under this
Agreement  shall  impair  any such  right,  power  or  remedy,  nor  shall it be
construed as a waiver of or  acquiescence  in any such breach or default,  or of
any  similar  breach or  default  occurring  later;  nor shall any waiver of any
single  breach or  default  be deemed a waiver  of any other  breach or  default
occurring before or after that waiver.


                                     - 28 -

<PAGE>

      10.10  Reformation  and  Severability.  In  case  any  provision  of  this
Agreement shall be invalid,  illegal or  unenforceable,  it shall, to the extent
possible,  be modified in such manner as to be valid,  legal and enforceable but
so as to most nearly retain the intent of the parties,  and if such modification
is not possible,  such provision  shall be severed from this  Agreement,  and in
either  case  the  validity,   legality  and  enforceability  of  the  remaining
provisions  of this  Agreement  shall  not in any way be  affected  or  impaired
thereby.

      10.11 Remedies Cumulative.  No right, remedy or election given by any term
of this Agreement  shall be deemed  exclusive but each shall be cumulative  with
all  other  rights,  remedies  and  elections  available  at law  or in  equity.
Notwithstanding  the  foregoing,  each party's rights under Section 7 hereof (as
specifically  limited  thereby) shall be the exclusive means by which such party
shall  seek  money  damages   against  another  party  in  connection  with  the
transactions contemplated hereby.

      10.12   Captions.   The  headings  of  this  Agreement  are  inserted  for
convenience  only,  shall not  constitute a part of this Agreement or be used to
construe or interpret any provision hereof.

      10.13  Amendments  and Waivers.  Any term of this Agreement may be amended
and the  observance  of any term of this  Agreement  may be waived only with the
written  consent of Purchaser  or Seller.  Any  amendment or waiver  effected in
accordance  with this  Section  10.13 shall be binding  upon each of the parties
hereto and their successors or assigns.

      10.14 Sales Taxes. Any sales,  use,  transfer,  recordation or other taxes
arising  as a result  of the  transactions  contemplated  hereby  shall be borne
equally by Seller and Purchaser.

      10.15 Access to Books and  Records.  After the  Closing,  Purchaser  shall
afford Seller and its  representatives  with reasonable access to Seller's books
and records (as they relate to periods  prior to the Closing) for the purpose of
completing tax returns,  responding to IRS audits or handling  other  inquiries,
and satisfying other legal and regulatory requirements.


                            [EXECUTION PAGE FOLLOWS]


                                     - 29 -

<PAGE>


      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.


                                   CORPORATE ACCESS, INC.


                                   By: /s/ John F. McCabe
                                      -------------------------------
                                      Name: John F. McCabe
                                      Office: Vice President


                                   CONDOR TECHNOLOGY SOLUTIONS, INC.


                                   By: /s/ Kennard F. Hill
                                      -------------------------------
                                      Name: Kennard F. Hill
                                      Office: President


                                   RICHTON INTERNATIONAL CORPORATION


                                   By: /s/ Fred R. Sullivan
                                      -------------------------------
                                      Name: Fred R. Sullivan
                                      Office: Chairman


                                   CBE TECHNOLOGIES, INC.


                                   By: /s/ Fred R. Sullivan
                                      --------------------------------
                                      Name: Fred R. Sullivan
                                      Office: Chairman


                                     - 30 -