EXHIBIT 2.3

                            STOCK PURCHASE AGREEMENT

                                  by and among

                       RICHTON INTERNATIONAL CORPORATION,

                           HT ACQUISITION CORPORATION

                                       and

                                J. RICHARD SHAFER

                          Dated as of February 24, 1999

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                                TABLE OF CONTENTS

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I. DEFINITIONS.................................................................1

II. PURCHASE AND SALE..........................................................6
          Section 2.1       Purchase and Sale of Shares........................6
          Section 2.2       Closing............................................7
          Section 2.3       Deliveries.........................................8

III. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER..........................8
          Section 3.1       Representations and Warranties Accurate............8
          Section 3.2       Performance by Seller..............................9
          Section 3.3       Opinion of Counsel for Seller and
                              the Company......................................9
          Section 3.4       Legal Prohibition..................................9
          Section 3.5       Consents, Permits, Licenses, Etc...................9
          Section 3.6       No Material Adverse Change.........................9
          Section 3.7       Pre-Closing Certificate............................9

IV. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.............................10
          Section 4.1       Representations and Warranties Accurate...........10
          Section 4.2       Performance by Parent and Purchaser...............10
          Section 4.3       Legal Prohibition.................................10
          Section 4.4       Closing Matters...................................10

V. INDEMNIFICATION............................................................10
          Section 5.1       Survival of Representations and Warranties........10
          Section 5.2       Seller's Indemnity................................11
          Section 5.3       Parent and Purchaser's Indemnity..................11
          Section 5.4       Release...........................................11
          Section 5.5       Notice and Defense of Claims......................12
          Section 5.6       Reimbursement.....................................12
          Section 5.7       Limitations.......................................13
          Section 5.8       Insurance Recoveries; Tax Benefits................13
          Section 5.9       Tax Gross-Up......................................14
          Section 5.10      Exclusivity.......................................14

VI. REPRESENTATIONS AND WARRANTIES OF SELLER..................................14
          Section 6.1       Organization and Qualification....................14
          Section 6.2       No Subsidiaries...................................14
          Section 6.3       Due Authorization.................................14


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          Section 6.4       No Conflict.......................................14
          Section 6.5       Capitalization....................................15
          Section 6.6       Ownership of Shares...............................15
          Section 6.7       Title to and Condition of Assets..................15
          Section 6.8       Environmental Matters.............................16
          Section 6.9       Financial Information.............................17
          Section 6.10      Taxes.............................................19
          Section 6.11      Events Subsequent to the Interim
                              Balance Sheet Date..............................21
          Section 6.12      Contracts, Obligations and Commitments.  .........22
          Section 6.13      Litigation........................................24
          Section 6.14      Compliance with Law...............................24
          Section 6.15      Licenses; Registrations; Permits; Etc.............24
          Section 6.16      Brokers...........................................24
          Section 6.17      Intellectual Property.............................24
          Section 6.18      Insurance.........................................25
          Section 6.19      Plans and Agreements Relating to Employees........25
          Section 6.20      No Illegal or Improper Transactions...............28
          Section 6.21      Related Transactions..............................28
          Section 6.22      No Product Liabilities; Product Warranties........28
          Section 6.23      Suppliers and Customers...........................29
          Section 6.24      Powers of Attorney................................29
          Section 6.25      Year 2000 Compliance.  ...........................29
          Section 6.26      Availability of Documents.........................30
          Section 6.27      Disclosure........................................30

VII. REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER...................30
          Section 7.1       Organization......................................30
          Section 7.2       Due Authorization.................................30
          Section 7.3       No Conflict.......................................31
          Section 7.4       Brokers...........................................31
          Section 7.5       Securities Act Matters............................31
          Section 7.6       Parent Financial Information......................32
          Section 7.7       No Material Adverse Change........................32
          Section 7.8       Disclosure........................................32

VIII. CERTAIN ACTIONS AFTER THE CLOSING.......................................32
          Section 8.1       Maintenance of Books and Records..................32
          Section 8.2       Salaries and Benefits.............................33
          Section 8.3       Tax Matters.......................................33
          Section 8.4       Assignment of Accounts Receivable.................34
          Section 8.5       Further Assurances................................34


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IX. MISCELLANEOUS.............................................................35
          Section 9.1       Expenses..........................................35
          Section 9.2       Amendments and Waivers............................35
          Section 9.3       Entire Agreement..................................35
          Section 9.4       Headings..........................................35
          Section 9.5       Notices...........................................35
          Section 9.6       Severability......................................36
          Section 9.7       Assignment.  .....................................37
          Section 9.8       Counterparts......................................37
          Section 9.9       Governing Law.....................................37
          Section 9.10      Third Parties.....................................37
          Section 9.11      Construction......................................37


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                                    EXHIBITS
                                    --------

Exhibit 1.1       Form of Accounts Receivable Note
Exhibit 2.3(b)             Form of Release
Exhibit 2.3(c)             Form of Employment Agreement
Exhibit 2.3(d)             Form of Non-Competition Agreement
Exhibit 3.3       Form of Opinion of Counsel for Seller and the Company

                                    SCHEDULES
                                    ---------

Schedule 6.4               Conflicts
Schedule 6.7(a)   Liens
Schedule 6.7(b)   Vehicles
Schedule 6.7(c)   Equipment
Schedule 6.7(e)   Leased Real Property
Schedule 6.9(g)   Bank Accounts
Schedule 6.10              Taxes
Schedule 6.11              Certain Events
Schedule 6.12              Contracts
Schedule 6.13              Litigation
Schedule 6.15              Permits
Schedule 6.17              Intellectual Property
Schedule 6.18              Insurance
Schedule 6.19(a)  Employee Plans

Schedule 6.19(i)  Certain Officers, Employees, Independent Contractors and
                    Consultants
Schedule 6.19(j)  Employees
Schedule 6.21              Related Transactions
Schedule 6.22              Warranties and Guarantees
Schedule 6.23              Suppliers and Customers


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                            STOCK PURCHASE AGREEMENT

      STOCK  PURCHASE  AGREEMENT,  dated as of February 24,  1999,  by and among
Richton  International   Corporation,  a  Delaware  corporation  ("Parent"),  HT
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of
Richton  Holding   Corporation  (a  Delaware   corporation  and  a  wholly-owned
subsidiary  of Parent)  ("Purchaser"),  and J.  Richard  Shafer,  an  individual
("Seller").

      WHEREAS,  Seller  owns all of the  outstanding  capital  stock of Creative
Business Concepts, Inc., a California corporation (the "Company");

      WHEREAS,  Purchaser desires to purchase,  and Seller desires to sell, such
shares, upon the terms and subject to the conditions hereinafter set forth;

      NOW,  THEREFORE,  in reliance upon the covenants and  agreements set forth
herein  and  for  other  good  and  valuable  consideration,   the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1. DEFINITIONS

      The following terms shall have the following  respective  meanings for all
purposes of this Agreement:

      "Accounts  Receivable  Note"  means  the  promissory  note  of  Purchaser,
substantially in the form of Exhibit 1.1 hereto,  in a principal amount equal to
the amount of the Past Due Accounts Receivable.

      "Affiliate" or "affiliate"  means,  with respect to any Person,  any other
Person that,  directly or  indirectly,  controls or is controlled by or is under
common control with such Person.  As used in this definition of "Affiliate," the
term  "control" and any  derivatives  thereof mean the  possession,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies  of a  Person,  whether  through  ownership  of voting  securities,  by
contract, or otherwise.

      "Affiliated  Group"  means any  affiliated  group  within  the  meaning of
Section 1504 of the Code or any similar group defined under a similar  provision
of state,  local or foreign law,  including,  but not limited to, any  combined,
consolidated or unitary group.


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      "Agreement" means this Stock Purchase Agreement, as it may be from time to
time amended, including the Schedules and Exhibits hereto.

      "Business" means the business conducted by the Company relating to network
integration.

      "Closing"  means the  completion  of the  purchase  and sale of the Shares
pursuant to this Agreement.

      "Closing Date" means the date on which the Closing takes place.

      "Closing Payment" means an aggregate of $2,200,000, less the amount of the
Past Due Accounts Receivable.

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

      "Common Stock" means the common stock, no par value, of the Company.

      "Company"   means   Creative   Business   Concepts,   Inc.,  a  California
corporation.

      "Contaminated  Site List" means any list,  registry  or other  compilation
established  by any  governmental  entity of sites that  require or  potentially
require investigation,  removal actions,  remedial actions or any other response
under any Environmental Laws or treaty covering environmental matters.

      "Contracts" has the meaning set forth in Section 6.12.

      "Earn-out" means the amount, if any, determined pursuant to Section 2.1(b)
and paid to Seller as partial payment for the Shares.

      "Employee Plan" has the meaning set forth in Section 6.19(a).

      "Environmental    Conditions"   means   any   pollution,    contamination,
degradation,  damage or injury  caused  by,  related  to or  arising  from or in
connection   with   the   generation,   handling,   use,   treatment,   storage,
transportation,  disposal,  discharge,  release  or  emission  of any  Hazardous
Materials.

      "Environmental  Laws"  means  all  laws,  rules,  regulations,   statutes,
ordinances,   decrees  or  orders  of  any  federal,  state,  local  or  foreign
governmental  entity  or any  agency or  division  thereof  relating  to (a) the
control of any potential  pollutant or protection of the air, water or land, (b)
solid,  gaseous  or  liquid  waste  generation,  handling,  treatment,  storage,
disposal or transportation, or (c)


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exposure to  hazardous,  toxic or other  substances  alleged to be harmful,  and
includes  without  limitation  final and  binding  requirements  related  to the
foregoing  imposed  by (i) the  terms and  conditions  of any  license,  permit,
approval or other authorization by any governmental  entity, and (ii) applicable
judicial,  administrative or other regulatory  decrees,  judgments and orders of
any such governmental  entity. The term "Environmental  Laws" shall include, but
not be limited  to,  the  following  statutes  and the  regulations  promulgated
thereunder,  as currently in effect or as  subsequently  amended:  the Clean Air
Act,  42 U.S.C.  ss. 7401 et seq.;  the Clean  Water Act, 33 U.S.C.  ss. 1251 et
seq.; the Resource  Conservation  Recovery Act, 42 U.S.C.  ss. 6901 et seq.; the
Superfund  Amendments and Reauthorization  Act, 42 U.S.C. ss. 11011 et seq.; the
Toxic  Substances  Control Act, 15 U.S.C.  ss. 2601 et seq.; the Water Pollution
Control Act, 33 U.S.C. ss. 1251, et seq.; the Safe Drinking Water Act, 42 U.S.C.
ss. 300f et seq.; the  Comprehensive  Environmental  Response,  Compensation and
Liability  Act, 42 U.S.C.  ss. 9601 et seq.;  and any  similar  state,  federal,
foreign or local statute or ordinance.

      "Environmental  Remediation Costs" means all costs and expenses of actions
or  activities  to  (a)  clean  up  or  remove  Hazardous   Materials  from  the
environment,  (b) prevent or minimize  the  movement,  leaching or  migration of
Hazardous Materials into the environment,  (c) prevent, minimize or mitigate the
Release or threatened  Release of Hazardous  Materials into the environment,  or
injury or damage from such Release,  or (d) comply with the  requirements of any
Environmental Laws. Environmental Remediation Costs include, without limitation,
costs and expenses  payable in  connection  with the  foregoing  for  reasonable
legal,  engineering or other consultant  services,  for investigation,  testing,
sampling and monitoring,  for boring, excavation and construction,  for removal,
modification or replacement of equipment or facilities,  for labor and material,
and for proper storage, treatment and disposal of Hazardous Materials.

      "ERISA" means the Employee  Retirement  Income Security Act of 1974, as it
now exists and may hereafter be amended.

      "ERISA  Affiliate"  means  any  person,  firm or  entity  (whether  or not
incorporated) which, by reason of its relationship with the Company, is required
to be aggregated with the Company under Sections 414(b), 414(c) or 414(m) of the
Code,  or which,  together with the Company,  is a member of a controlled  group
within the meaning of Section 4001(a) of ERISA.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended,  and
the rules and regulations promulgated thereunder.

      "Financial Statements" has the meaning set forth in Section 6.9(a).

      "Hazardous  Materials"  means  any (a)  toxic or  hazardous  materials  or
substances;   (b)  solid  wastes,   including  asbestos,   buried  contaminants,
chemicals,  flammable or explosive  materials;  (c) radioactive  materials;  (d)
petroleum wastes and spills or Releases of petroleum products; and (e) any


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other chemical, pollutant, contaminant,  substance or waste that is regulated by
any governmental entity under any Environmental Law.

      "Indemnified Party" has the meaning set forth in Section 5.5.

      "Indemnifying Party" has the meaning set forth in Section 5.5.

      "Indemnity Claim" has the meaning set forth in Section 5.6

      "Intellectual Property" means all intellectual property rights,  including
without  limitation (a) all inventions  (whether  patentable or unpatentable and
whether or not reduced to practice),  all improvements thereto, and all patents,
patent  applications,  and patent  disclosures,  together with all  reissuances,
continuations, continuations-in-part,  revisions, extensions, and reexaminations
thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and
corporate names, together with all translations,  adaptations,  derivations, and
combinations  thereof and including all goodwill associated  therewith,  and all
applications,  registrations,  and  renewals in  connection  therewith,  (c) all
copyrightable works, all copyrights,  and all applications,  registrations,  and
renewals  in  connection  therewith,  (d) all mask  works and all  applications,
registrations,  and renewals in connection therewith,  (e) all trade secrets and
confidential  business information  (including ideas,  research and development,
know-how,  formulas,  compositions,   manufacturing  and  production  processes,
technologies and techniques, technical data, designs, drawings,  specifications,
customer  and supplier  lists,  pricing and cost  information,  and business and
marketing plans, strategies and proposals), (f) all computer software (including
data and related  documentation and all source codes and object codes),  (g) all
other proprietary  rights, and (h) all copies and tangible  embodiments  thereof
(in whatever form or medium).

      "Interim Balance Sheet" has the meaning set forth in Section 6.9(a).

      "Interim Balance Sheet Date" has the meaning set forth in Section 6.9(a).

      "Interim  Earn-out"  means the  amount,  if any,  determined  pursuant  to
Section 2.1(c).

      "Leased Real Property" has the meaning set forth in Section 6.7(e).

      "Material  Adverse  Change"  means an  occurrence or event which has had a
material  adverse  effect  on the  business,  operations,  assets,  liabilities,
properties or condition  (financial  or otherwise) of the Company,  except as to
matters affecting the economy or the network integration industry generally.  In
determining  whether an occurrence or event has had a material  adverse  effect,
such occurrence or event shall be considered  individually  and in the aggregate
with all similar or related occurrences or events.


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      "Net Worth" means total assets less total  liabilities of the Company,  as
set  forth on the  Interim  Balance  Sheet and  determined  in  accordance  with
generally accepted accounting  principles on a basis consistent with that of the
Financial Statements.

      "Parent Financial Statements" has the meaning set forth in Section 7.6.

      "Past  Due  Accounts   Receivable"  shall  mean  the  accounts  receivable
reflected on the Interim  Balance  Sheet which are more than 90 days past due as
of the Interim  Balance Sheet Date,  less the amount of all accounts  receivable
paid to the Company  between the Interim  Balance Sheet Date and the date of the
Pre-Closing Certificate.

      "Permits" has the meaning set forth in Section 6.15.

      "Person" means an  individual,  partnership,  corporation,  joint venture,
unincorporated  organization,  limited liability  company,  cooperative or other
business organization or a governmental entity or agency thereof.

      "Pre-Closing Certificate" has the meaning set forth in Section 3.7.

      "Product Liability" has the meaning set forth in Section 6.22(a).

      "Purchase  Price"  means the  aggregate  price to be paid for the  Shares,
which shall consist of the Closing  Payment,  the Accounts  Receivable Note, the
Earn-out and the Seller's Note Payment.

      "Purchaser Indemnified Parties" has the meaning set forth in Section 5.2.

      "Release"  means  any  spilling,   leaking,  pumping,  pouring,  emitting,
emptying, discharging,  injecting, escaping, leaching, dumping or disposing into
the environment.

      "Securities  Act" means the  Securities  Act of 1933, as amended,  and the
rules and regulations promulgated thereunder.

      "Seller" shall mean Mr. J. Richard Shafer.

      "Seller's  Note" means the promissory  note made by Seller in favor of the
Company  in the  amount of  $135,477,  which  amount  consists  of  $112,000  in
principal and $23,477 in interest.

      "Seller's Note Payment" has the meaning set forth in Section 2.1(e).

      "Shares" means the 1,000 shares of Common Stock issued and outstanding and
owned of record and beneficially by Seller.


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      "Tax" or "Taxes" shall mean any and all federal, state, local, foreign and
other  taxes,  levies,  fees,  imposts,  duties  and  charges of  whatever  kind
(including any interest, penalties or additions to the tax imposed in connection
therewith or with respect thereto), including, without limitation, taxes imposed
on, or measured by, income,  franchise,  profits, or gross receipts, and also ad
valorem,  value added, sales, use, service,  real or personal property,  capital
stock, license,  payroll,  withholding,  employment,  social security,  workers'
compensation, unemployment compensation, utility, severance, production, excise,
stamp,  occupation,  premium,  windfall  profits,  transfer  and gains taxes and
custom duties.

      "Tax Refund" has the meaning set forth in Section 2.1(e).

      "Tax Return" shall mean any return,  report,  information  statement,  and
other documentation  (including any additional or supporting  material) filed or
maintained,  or  required  to be filed or  maintained,  in  connection  with the
calculation, determination, assessment or collection of any Tax.

      "Unassumed Liabilities" means: (a) to the extent not accrued on any of the
Financial  Statements,  any  obligation  of the  Company  or  Seller  for  Taxes
(including without limitation FICA and other employee withholding Taxes relating
to employees or  independent  contractors)  with respect to all Taxable  periods
ending on or prior to the  Closing  Date and with  respect to the portion of any
Taxable  period  beginning  prior to but ending  after the  Closing  Date to the
extent  such Taxes are  allocated  to Seller  pursuant to Section  8.3;  (b) all
recordation,  stamp,  transfer,  filing,  documentary  or similar  fees or Taxes
relating to the  transactions  contemplated by this  Agreement;  (c) any and all
costs,  fees and expenses  incurred by Seller or the Company in connection  with
the  negotiation  of this  Agreement and the  consummation  of the  transactions
contemplated  hereby;  and (d) any  liability or  obligation  arising out of the
conduct  of the  Business  or the  ownership  of the  Shares  on or prior to the
Closing Date except to the extent accrued or reserved for on the Interim Balance
Sheet.

      "Year 2000 Compliant" with respect to any computer systems,  components or
products  means that such  computer  systems,  components  or  products  (a) are
capable of recognizing,  storing, recording, processing, managing, representing,
interpreting, and manipulating correctly date related data for dates earlier and
later  than  January  1,  2000,  including,  but not  limited  to,  calculating,
comparing,  sorting,  storing,  tagging and sequencing,  without resulting in or
causing logical or mathematical  errors or inconsistencies in any user-interface
functionalities or otherwise,  including data input and retrieval, data storage,
data fields,  calculations,  reports,  processing, or any other input or output,
(b) have the ability to provide data  recognition  for any data element  without
limitation (including, but not limited to, date-related data represented without
a century  designation,  date-related data whose year is represented by only two
digits  and date  fields  assigned  special  values),  (c) have the  ability  to
automatically  function into and beyond the year 2000 without human intervention
and  without  any change in  operations  associated  with the advent of the year
2000, (d) have the ability to correctly  interpret data, dates and time into and
beyond the year 2000,  (e) have the  ability  not to  produce  noncompliance  in
existing  information,  nor otherwise corrupt such data


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into and beyond the year 2000,  (f) have the ability to correctly  process after
January 1, 2000 data containing dates before that date, and (g) have the ability
to recognize all "leap years," including February 29, 2000.

2. PURCHASE AND SALE

      Section .1  Purchase  and Sale of Shares.  (a) At the Closing and upon the
terms and  subject to the  conditions  of this  Agreement,  Seller  shall  sell,
transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from
Seller, all of Seller's right, title and interest in and to the Shares, free and
clear of all liens,  charges,  security  interests,  rights or claims of others,
restrictions on transfer or other encumbrances. In consideration for the Shares,
Purchaser  shall,  on the  Closing  Date (i) make the  Closing  Payment  by wire
transfer of immediately  available funds to the accounts  specified by Seller at
least two (2)  business  days prior to the  Closing  Date and (ii)  deliver  the
Accounts Receivable Note to Seller.

            (b) On or before April 15, 2001,  Purchaser  will pay, or will cause
the Company to pay,  the Earn-out to Seller.  The  Earn-out  shall be payable by
wire transfer of immediately available funds to the account specified by Seller.
The  amount  of the  Earn-out  shall  be equal to the  amount  of the  Company's
earnings  before income taxes for the two-year  period ending  December 31, 2000
(which shall be calculated based upon Parent's audited financial  statements for
such period), divided by two, which amount shall be (x) reduced by $440,000, (y)
multiplied by 5.5 and (z) further reduced by the aggregate amount of any Interim
Earn-out  payments made by Purchaser or the Company  pursuant to Section  2.1(c)
below.

            (c) In the event the Company's  earnings before income taxes in 1999
are in excess of $440,000, Purchaser will pay, or will cause the Company to pay,
the Interim  Earn-out to Seller.  The Interim  Earn-out shall be payable by wire
transfer of immediately  available  funds to the account  specified by Seller in
two (2)  equal  installments  on June  15,  2000 and  September  15,  2000.  The
aggregate  amount of the  Interim  Earn-out  shall be equal to the amount of the
Company's  earnings  before income taxes for the one-year period ending December
31,  1999 (which  shall be  calculated  based upon  Parent's  audited  financial
statements  for such period),  which amount shall be (y) reduced by $440,000 and
(z)  multiplied by 2.75.  Notwithstanding  the  foregoing,  if at the end of any
month in the year 2000 prior to September  2000, the Company's  average  monthly
earnings before income taxes from January 1, 1999 to date are less than $36,667,
no Interim  Earn-out shall be paid (or no further Interim Earn-out shall be paid
in the event the first installment has already been paid) to Seller.

            (d) In the  event  Seller  is paid one or both  installments  of the
Interim  Earn-out in accordance  with Section  2.1(c)  above,  but the Company's
earnings  before income taxes in 1999 and 2000 do not, in the aggregate,  exceed
$880,000,  Seller shall repay to  Purchaser,  on or before  April


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15, 2001, the entire amount of such paid installment(s) of the Interim Earn-out,
by  certified  check or wire  transfer  of  immediately  available  funds to the
account specified by Purchaser.

            (e) In the event the  Company  receives a federal  and/or  state tax
refund for its fiscal  year ended  September  30, 1998  (collectively,  the "Tax
Refund"),  the  Company  shall,  within  fifteen  (15) days of  receipt  of each
component of such Tax Refund, pay to Seller, by certified check or wire transfer
of immediately available funds to the account specified by Seller, the lesser of
(i) the total  amount of the Tax Refund or (ii)  $190,277  (the  "Seller's  Note
Payment").  Immediately  following receipt of the Seller's Note Payment,  Seller
shall  allocate  such amount to the payment in full of the Seller's Note and any
taxes  thereon.  If the  Seller's  Note  Payment  is less than the amount of the
Seller's  Note,  Seller shall apply the full amount of the Seller's Note Payment
to the payment of the Seller's Note, and shall  immediately pay the remainder of
the Seller's Note before the payment of any taxes thereon.

            (f) In calculating  the Company's  earnings  before income taxes for
the  purposes  of this  Section  2.1,  (i) no  allocation  shall be made for the
corporate  overhead of Purchaser,  Parent or any other Affiliate;  (ii) the term
"the  Company"  shall  include  the  operations  of the Costa Mesa office of CBE
Technologies,  Inc.  and such  other  entities  as shall be agreed  upon by both
Purchaser and Seller; and (iii) the Company's earnings before income taxes shall
be determined in accordance with generally accepted accounting principles,  and,
to the extent possible, consistently with the past practices of the Company.

      Section  .2  Closing.  The  Closing  shall  take  place at the  offices of
Fulbright & Jaworski L.L.P., 865 South Figueroa Street, 29th Floor, Los Angeles,
California 90017,  subject to satisfaction or waiver of the conditions set forth
in Articles III and IV hereof,  at the opening of business on February 24, 1999,
or at such other  date,  time and place as the  parties  may  agree.  Each party
hereto agrees to use its reasonable  efforts to satisfy  promptly the conditions
to the  obligations  of the  respective  parties hereto in order to expedite the
Closing.

      Section .3 Deliveries. On the Closing Date:

            (1) Seller shall deliver to Purchaser certificates  representing the
Shares, accompanied by stock powers duly executed in blank.

            (2) Seller shall  deliver to Purchaser a release,  substantially  in
the form attached as Exhibit 2.3(b) hereto.

            (3) Seller  and  Purchaser  shall  deliver  an  executed  employment
agreement,  executed by both Seller and Purchaser and  substantially in the form
attached as Exhibit 2.3(c) hereto.

            (4) Seller and Purchaser  shall deliver an executed  non-competition
agreement,  executed by both Seller and Purchaser and  substantially in the form
attached as Exhibit 2.3(d) hereto.


                                      -8-
<PAGE>

            (5) Seller shall deliver to Purchaser  resignations of each director
and officer of the Company.

            (6)  Each  of  Seller,   Parent  and  Purchaser  shall  deliver  all
certificates,  opinions and other documents required to be delivered pursuant to
Articles III and IV hereof.

            (7)  Purchaser  shall  pay the  Closing  Payment  to  Seller by wire
transfer of immediately  available funds to the accounts  specified by Seller at
least two (2)  business  days prior to the  Closing  Date and shall  deliver the
Accounts Receivable Note to Seller.

            (8) Seller shall  deliver to Purchaser  the minute book,  stock book
and corporate seal of the Company.

3. CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER

            The  obligations of Purchaser under this Agreement to consummate the
transactions  contemplated  hereby  at  the  Closing  shall  be  subject  to the
satisfaction, at or prior to the Closing, of all of the following conditions, to
the reasonable satisfaction of Purchaser (any of which may be waived in whole or
in part by Purchaser):

      Section 3.1 Representations and Warranties  Accurate.  All representations
and warranties of Seller  contained in this  Agreement  (including the Schedules
and Exhibits  hereto) shall be true and correct in all material  respects on and
as of  the  Closing  Date  with  the  same  force  and  effect  as  though  such
representations and warranties were made on and as of the Closing Date.

      Section  3.2  Performance  by  Seller.  Seller  shall have  performed  and
complied in all material respects with all agreements,  covenants and conditions
required by this  Agreement to be performed and complied with by him prior to or
on the Closing Date.

      Section .4 Opinion of Counsel for Seller and the Company.  Purchaser shall
have received from White & McDermott, P.C., counsel to Seller and the Company, a
written  opinion,  dated the Closing  Date,  substantially  in the form attached
hereto as Exhibit 3.3.

      Section 3.3 Legal Prohibition. On the Closing Date, no injunction or order
shall be in effect  prohibiting  consummation of the  transactions  contemplated
hereby or which would make the consummation of such transactions unlawful and no
action or proceeding  shall have been  instituted  and remain  pending  before a
court,  governmental  body or  regulatory  authority to restrain or prohibit the
transactions  contemplated  by this  Agreement  which  constitutes,  or could be
reasonably anticipated to constitute,  a Material Adverse Change. On the Closing
Date, no adverse  decision shall


                                      -9-
<PAGE>

have been made by any such  court,  governmental  body or  regulatory  authority
which constitutes,  or could be reasonably anticipated to constitute, a Material
Adverse Change.  Between the date hereof and the Closing Date, no federal, state
or local statute, rule or regulation shall have been enacted the effect of which
would  be to  prohibit,  restrict,  impair  or  delay  the  consummation  of the
transactions contemplated hereby or materially restrict or impair the ability of
Parent or Purchaser to own or conduct the Business.

      Section  3.4  Consents,   Permits,   Licenses,  Etc.  All  authorizations,
consents,   waivers,   approvals,   orders,    registrations,    qualifications,
designations,  declarations,  filings or other action  required with or from any
federal,  state or local  governmental  or other  regulatory  authority or third
party  (including  without  limitation  all parties to each of the Contracts) in
connection with the execution,  delivery and performance of this Agreement,  the
consummation  of the  transactions  contemplated  hereby and the  conduct of the
Business by Purchaser  after the Closing Date shall have been duly  obtained and
shall be  reasonably  satisfactory  to  Purchaser  and its  counsel,  and copies
thereof shall be delivered to Purchaser at or prior to the Closing, except where
the failure to so obtain would not cause a Material Adverse Change.

      Section 3.5 No Material Adverse Change.  There shall have been no Material
Adverse Change from the Interim Balance Sheet Date to the Closing Date which has
not been consented to by Purchaser.

      Section 3.6 Pre-Closing Certificate. On the date which is two (2) business
days prior to the Closing  Date,  Seller  shall have  delivered  to  Purchaser a
certificate  executed by Seller (the "Pre-Closing  Certificate")  certifying (i)
the amount of the Company's Net Worth as reflected on the Interim Balance Sheet,
which amount shall be not less than $550,000 and (ii) the amount of the Past Due
Accounts Receivable on the date of the Pre-Closing Certificate.

      Section 3.7 Closing Matters. All proceedings to be taken by Seller and the
Company in connection  with the  consummation of the  transactions  contemplated
hereby and all certificates,  opinions, instruments and other documents required
to effect the transactions  contemplated hereby shall be reasonably satisfactory
in form and substance to Purchaser and its counsel. Section 1.1

I. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER

      The   obligations  of  Seller  under  this  Agreement  to  consummate  the
transactions  contemplated  hereby  at  the  Closing  shall  be  subject  to the
satisfaction, at or prior to the Closing, of all of the following conditions, to
the reasonable satisfaction of Seller (any of which may be waived in whole or in
part by Seller):

      Section 3.8 Representations and Warranties  Accurate.  All representations
and warranties of Parent and Purchaser contained in this Agreement shall be true
and correct in all  material  respects


                                      -10-
<PAGE>

on and as of the  Closing  Date,  with the same force and effect as though  such
representations and warranties were made on and as of the Closing Date.

      Section 3.9  Performance  by Parent and  Purchaser.  Parent and  Purchaser
shall have performed and complied in all material  respects with all agreements,
covenants and conditions required by this Agreement to be performed and complied
with by them prior to or on the Closing Date.

      Section 3.10 Legal  Prohibition.  On the Closing  Date,  no  injunction or
order  shall  be  in  effect   prohibiting   consummation  of  the  transactions
contemplated  hereby or which would make the  consummation of such  transactions
unlawful  and no action or  proceeding  shall  have been  instituted  and remain
pending before a court, governmental body or regulatory authority to restrain or
prohibit the transactions contemplated by this Agreement.

      Section 3.11 Closing  Matters.  All  proceedings  to be taken by Parent or
Purchaser in connection with the consummation of the  transactions  contemplated
hereby and all certificates,  instruments and other documents required to effect
the transactions  contemplated  hereby shall be reasonably  satisfactory in form
and substance to Seller and his counsel.

4. INDEMNIFICATION

      Section   4.1   Survival   of   Representations   and   Warranties.    All
representations  and  warranties  contained in this  Agreement  and the right of
indemnification  with  respect to breaches  thereof  shall  survive the Closing,
regardless of any investigation  made by Purchaser or Seller or on their behalf,
and shall  remain in full force and effect as follows:  (a) all  representations
and warranties  (other than those with respect to environmental  matters,  labor
and ERISA matters,  Taxes, brokers' fees,  organization and due authorization of
any Person,  capitalization  of the Company and ownership of the Shares) and the
right of  indemnification  with respect to breaches thereof shall remain in full
force and effect until March 31, 2001;  (b) all  representations  and warranties
and the right of  indemnification  with respect to breaches  thereof relating to
environmental  matters,  labor and ERISA  matters and Taxes shall remain in full
force and effect until the expiration of the applicable  statute of limitations,
except as to any  matters  with  respect  to which a claim  shall have been made
before such date, in which event  survival shall continue (but only with respect
to, and to the extent of, such claim) until the final  resolution of such claim,
including all applicable  periods for appeal;  and (c) all  representations  and
warranties  and the right of  indemnification  with respect to breaches  thereof
relating to brokers' fees,  organization  and due  authorization  of any Person,
capitalization  of the  Company and  ownership  of the Shares  (including  their
status as free and clear of all liens,  charges,  security interests,  rights or
claims of others,  restrictions on transfer or other encumbrances) shall survive
forever  (subject to any applicable  statute of  limitations),  except as to any
matters with respect to which a claim shall have been made before such date,  in
which event survival shall continue (but only with respect to, and to the extent
of,  such  claim)  until the  final  resolution  of such  claim,  including  all
applicable periods for appeal.


                                      -11-
<PAGE>

      Section 4.2 Seller's Indemnity. Subject to the limitations of Sections 5.1
and 5.7, Seller shall indemnify and hold harmless Parent, Purchaser, the Company
and their respective directors, officers,  shareholders,  employees, Affiliates,
successors and assigns  (collectively,  the "Purchaser  Indemnified Parties") at
all times after the Closing Date against and in respect of:

            (1) any damage,  loss, cost, expense or liability (including amounts
paid in investigation or settlement and reasonable attorneys' fees) resulting to
any of them from any breach of any representation, warranty or nonfulfillment of
any agreement, covenant or condition on the part of Seller under this Agreement;

            (2) all Unassumed Liabilities; and

            (3) all claims, actions, suits, proceedings,  demands,  assessments,
judgments, costs and expenses incident to any of the foregoing.

      Section 4.3 Parent and Purchaser's  Indemnity.  Subject to the limitations
of Sections 5.1 and 5.7,  Parent and  Purchaser,  jointly and  severally,  shall
indemnify and hold  harmless  Seller at all times after the Closing Date against
and in respect of:

            (1) any damage,  loss, cost, expense or liability (including amounts
paid in investigation or settlement and reasonable attorneys' fees) resulting to
any of them from any false, misleading or inaccurate  representation,  breach of
warranty or nonfulfillment  of any agreement,  covenant or condition on the part
of Parent or Purchaser under this Agreement; and

            (2) all claims, actions, suits, proceedings,  demands,  assessments,
judgments, costs and expenses incident to any of the foregoing.

      Section 4.4 Release.  Seller hereby agrees that he will not make any claim
for  indemnification  against the Company or any of its  Affiliates by reason of
the fact that he was a director, officer, shareholder, employee, or agent of the
Company or any of its Affiliates or was serving at the request of the Company or
any of its Affiliates as a partner,  trustee,  director,  officer,  shareholder,
employee  or agent of  another  entity  (whether  such  claim is for  judgments,
damages, penalties, fines, costs, amounts paid in settlement,  losses, expenses,
attorneys'  fees or otherwise and whether such claim is pursuant to any statute,
charter document,  bylaw,  agreement,  or otherwise) with respect to any action,
suit,  proceeding,  complaint,  claim, or demand brought pursuant to Section 5.2
hereunder (whether such action, suit, proceeding, complaint, claim, or demand is
pursuant to this Agreement, applicable law, or otherwise).

      Section  4.5 Notice  and  Defense  of  Claims.  Seller  and any  Purchaser
Indemnified  Party entitled to  indemnification  under this Article V (each,  an
"Indemnified  Party")  shall  give  notice to each  party  required  to  provide
indemnification  (each, an "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought, and


                                      -12-
<PAGE>

shall permit the  Indemnifying  Party, at the Indemnifying  Party's expense,  to
assume  the  defense of any such claim or any  litigation  resulting  therefrom,
provided that counsel for the Indemnifying  Party, who shall conduct the defense
of such claim or any litigation  resulting  therefrom,  shall be approved by the
Indemnified  Party  (whose  approval  shall  not  unreasonably  be  withheld  or
delayed),  and the  Indemnified  Party may  participate  in such defense at such
Indemnified  Party's  expense,  and  provided  further  that the  failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying  Party of its  obligations  under this Article V unless and only to
the extent such failure to give notice  materially  prejudices the  Indemnifying
Party's ability to defend such claim. The Indemnifying  Party, in the defense of
any such  claim or  litigation,  shall  not,  except  with  the  consent  of the
Indemnified Party, consent to entry of any judgment or enter into any settlement
which  does not  include  as an  unconditional  term  thereof  the giving by the
claimant or plaintiff to the  Indemnified  Party of a release from all liability
in respect of such claim or litigation. The Indemnified Party shall furnish such
information  regarding itself or the claim in question as the Indemnifying Party
may  reasonably  request  in  writing  and as shall be  reasonably  required  in
connection  with the defense of such claim and litigation  resulting  therefrom.
This section  shall not apply to tax  proceedings,  which are covered by Section
8.3(d) hereof.

      Section 4.6  Reimbursement.  At the time that the Indemnified  Party shall
suffer a loss because of a breach of any warranty, representation or covenant by
the Indemnifying Party or at the time the amount of any liability on the part of
the Indemnifying  Party under this Article V is determined (which in the case of
payment to third persons shall be the earlier of (i) the date of such payment or
(ii)  the  date  that a court  of  competent  jurisdiction  shall  enter a final
judgment,  order or decree (after exhaustion of appeal rights) establishing such
liability) (such loss or amount being hereinafter  referred to as the "Indemnity
Claim"),   the  Indemnifying  Party  shall  forthwith,   upon  notice  from  the
Indemnified  Party,  pay to the  Indemnified  Party the amount of the  Indemnity
Claim.  Notwithstanding  anything  herein to the contrary and in addition to any
other remedy  Purchaser  may have,  Purchaser  may, at its option,  provided the
Indemnity Claim is not in dispute as described  below, set off the amount of any
Indemnity  Claim  against  the  amount  due under  the  Earn-out,  the  Accounts
Receivable Note or the Seller's Note Payment, as follows:  (A) first, the amount
due to Seller shall be reduced by the amount of such Indemnity  Claim and (B) if
the amount due to Seller  shall be reduced to zero,  then in any manner in which
Purchaser  shall see fit. In the event Seller notifies  Purchaser,  within seven
(7) business days from the date of notice that any Indemnity  Claim is due, that
Seller is disputing such Indemnity Claim, Purchaser shall not have the option to
set off the amount of such Indemnity Claim but shall instead deposit any amounts
due Seller under the Earn-out, the Accounts Receivable Note or the Seller's Note
Payment, up to the amount of such Indemnity Claim, in an interest-bearing escrow
account with a commercial bank having a combined capital,  surplus and undivided
profits of at least $100,000,000, as escrow agent. Following final resolution of
such dispute, the escrow agent shall disburse all funds in the escrow account as
provided in such  resolution.  If the amount of any Indemnity  Claim is not paid
forthwith (or, at Purchaser's  option, set off), then the Indemnified Party may,
at  its  option,   take  legal  action  against  the   Indemnifying   Party  for
reimbursement  in the amount of its  Indemnity  Claim.  For purposes  hereof the
Indemnity Claim shall include the amounts so paid, or determined to be owing, by
the  Indemnified  Party together with costs and reasonable  attorneys'  fees and
interest on the foregoing


                                      -13-
<PAGE>

items at the rate of seven and one-half percent (7.5%) per annum from the date
of notice that the Indemnity Claim is due from the Indemnifying Party to the
Indemnified Party as hereinabove provided, until the Indemnity Claim shall be
paid.

      In  addition  to its  other  obligations  under  this  Section  5.6,  each
Indemnifying Party agrees that, as an interim measure during the pendency of any
claim,   action,   investigation,   inquiry  or  other   proceeding   for  which
indemnification  may be required pursuant to this Article V, it will, if it does
not assume the defense  thereof,  reimburse the  Indemnified  Party on a monthly
basis for all reasonable legal fees or other  out-of-pocket  expenses reasonably
incurred in connection with  investigating or defending any such claim,  action,
investigation,  inquiry or other  proceeding,  notwithstanding  the absence of a
judicial   determination  as  to  the  propriety  and   enforceability   of  the
Indemnifying  Party's  obligation  to indemnify the  Indemnified  Party for such
expenses and the possibility that such payments might later be held to have been
improper  by a court of  competent  jurisdiction.  To the  extent  that any such
interim reimbursement payment is so held to have been improper,  the Indemnified
Party shall promptly return it to the Indemnifying Party, together with interest
at the rate of seven and  one-half  percent  (7.5%) per annum.  Any such interim
reimbursement  payments  which are not made to the  Indemnified  Party within 30
days of a request for reimbursement  shall be subject to set-off as set forth in
the  preceding  paragraph  and  shall  bear  interest  at the rate of seven  and
one-half percent (7.5%) per annum from the date of such request.

      Section 4.7  Limitations.  (a)  Notwithstanding  anything to the  contrary
contained herein, neither the Purchaser Indemnified Parties, on the one hand, or
Seller, on the other hand, shall be entitled to  indemnification  from the other
until the aggregate  losses suffered by the Purchaser  Indemnified  Parties,  or
Seller,  as applicable,  and for which  indemnification  is available  hereunder
exceed  $40,000,  whereupon the Purchaser  Indemnified  Parties,  or Seller,  as
applicable,  shall be entitled to claim  indemnification for all losses suffered
in excess of  $40,000  and for which  indemnification  is  available  hereunder;
provided,  however,  that the limitations of this Section 5.7 shall not apply to
(i) any claim for indemnity relating to Taxes, (ii) any  misrepresentation  with
respect to the amount of the  Company's  Net Worth  (other than as a result of a
breach of another  representation  or warranty  that affects the  Company's  Net
Worth) and (iii) the  obligation  of any party to pay any amount of the Purchase
Price.

            (1) The  liability  of any  Indemnifying  Party under this Article V
shall be limited in the aggregate to the Earn-out plus $1,000,000.

      Section 4.8 Insurance Recoveries;  Tax Benefits.  The amounts for which an
Indemnifying  Party shall be liable under this Article V shall be net of any tax
benefit  realized or to be realized by the Indemnified  Party as a result of the
facts and circumstances  giving rise to the liability of the Indemnifying  Party
and/or the making and receipt of an indemnity payment;  and shall also be net of
any insurance  proceeds actually received by the Indemnified Party in connection
with the facts giving rise to the right of indemnification.


                                      -14-
<PAGE>

      Section I.5 Tax Gross-Up. If any indemnification  payment is determined to
be taxable to the party  receiving  such  payment by any taxing  authority,  the
paying party shall also indemnify the party receiving such payment for any Taxes
incurred  by reason of the  receipt of such  payment  (taking  into  account any
actual reduction in tax liability to the receiving party).

      Section I.6  Exclusivity.  Following the Closing,  the  provisions of this
Article V shall be the exclusive remedy for the matters covered hereby, provided
that nothing herein shall relieve any party from any liability for fraud.

5. REPRESENTATIONS AND WARRANTIES OF SELLER

      Seller hereby represents and warrants to Parent and Purchaser that:

      Section 5.1 Organization and  Qualification.  The Company is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of California,  with the requisite  corporate power and authority to carry
on its  business  as  presently  conducted  and to own,  lease and  operate  the
properties  and assets  used in  connection  therewith.  The  Company is in good
standing as a foreign corporation and licensed or qualified to transact business
in each  jurisdiction  in which the conduct of its  business  or its  ownership,
leasing or operation of properties  and assets  requires it to be so licensed or
qualified,  except  where the failure to be so licensed or  qualified  would not
cause a Material  Adverse  Change.  The  Company  is not in default  under or in
violation of any provision of its articles of incorporation or by-laws.

      Section  5.2 No  Subsidiaries.  The  Company  has no  direct  or  indirect
subsidiaries,  whether or not  consolidated,  and neither the Company nor Seller
has any direct or indirect interests or investments in any other Person involved
in the Business.

      Section  5.3  Due  Authorization.  Seller  has  all  requisite  power  and
authority to execute and deliver this Agreement and the other documents required
to be executed and delivered by him hereunder,  to perform fully his obligations
hereunder and thereunder and to consummate the transactions  contemplated hereby
and  thereby  (including  without  limitation  the  sale  of the  Shares).  This
Agreement has been duly executed and delivered by Seller. This Agreement is, and
each other  agreement  contemplated  hereby to which Seller will be a party will
be, upon execution and delivery  thereof by Seller,  a legal,  valid and binding
obligation  of Seller,  enforceable  against  him in  accordance  with its terms
(except  as  enforceability  may  be  limited  by  any  applicable   bankruptcy,
insolvency or other laws  affecting  creditors'  rights  generally or by general
principles of equity, regardless of whether such enforceability is considered in
equity or at law).

      Section 5.4 No  Conflict.  Except as set forth on Schedule  6.4 and except
for  matters  that would not result in a Material  Adverse  Change,  neither the
execution  and  delivery  of  this  Agreement  or  any of  the  other  documents
contemplated hereby nor the consummation of the transactions contemplated hereby
or thereby by Seller will (a) conflict with,  result in a breach or violation of
or


                                      -15-
<PAGE>

constitute (or with notice or lapse of time or both  constitute) a default under
(i) the  articles  of  incorporation  or by-laws of the  Company,  (ii) any law,
statute, regulation, order, judgment or decree or (iii) any instrument, contract
or other  agreement to which Seller or the Company is a party or by which Seller
or the Company (or any of their  respective  properties or assets) is subject or
bound; (b) result in the creation of, or give any party the right to create, any
lien, charge, option,  security interest or other encumbrance upon the Shares or
the assets or  properties of the Company;  (c) terminate or modify,  or give any
third party the right to terminate  or modify,  the  provisions  or terms of any
instrument,  contract or other  agreement  to which the Company is a party or by
which the Company (or any of its properties or assets) is subject or bound;  (d)
require the  Company to obtain any  authorization,  consent,  approval or waiver
from, to give any  notification to, or to make any filing with, any governmental
body or authority or to obtain the approval or consent of any other  Person;  or
(e) result in any suspension,  revocation,  impairment, forfeiture or nonrenewal
of any Permit, license,  qualification,  authorization or approval applicable to
the Company.

      Section 5.5  Capitalization.  The authorized  capital stock of the Company
consists of 10,000 shares of Common Stock,  of which the Shares  constitute  the
only  issued  and  outstanding  shares.  The  Shares  are  owned,  of record and
beneficially, by Seller. The Shares have been duly authorized and validly issued
and are fully paid and non-assessable. The Shares were issued in compliance with
all applicable  federal and state securities laws. The Shares were not issued in
violation of any pre-emptive rights,  rights of first refusal or similar rights.
There are no  outstanding  options,  warrants,  convertible  securities,  calls,
rights,   commitments,    preemptive   rights,   agreements,    instruments   or
understandings  of any character to which the Company or Seller is a party or by
which the Company or Seller is bound,  obligating the Company to issue,  deliver
or sell, or cause to be issued,  delivered or sold,  contingently  or otherwise,
additional   shares  of  the  Company's  capital  stock  or  any  securities  or
obligations convertible into or exchangeable for such shares or to grant, extend
or enter into any such  option,  warrant,  convertible  security,  call,  right,
commitment, preemptive right or agreement. There are no outstanding obligations,
contingent or  otherwise,  to which the Company or Seller is a party or by which
the Company or Seller is bound,  obligating  the Company to purchase,  redeem or
otherwise acquire any of its capital stock.  Neither the Company nor Seller is a
party to any voting trust agreement or other contract,  agreement,  arrangement,
commitment,  plan or understanding restricting transfer or otherwise relating to
voting,  dividend  or other  rights  with  respect to the  capital  stock of the
Company.

      Section 5.6 Ownership of Shares.  Seller is the legal and beneficial owner
of the Shares.  Seller  owns the Shares  free and clear of all claims,  charges,
equities, liens (including Tax liens), security interests, pledges, mortgages or
encumbrances  whatsoever.  Upon  consummation of the  transactions  contemplated
hereby,  assuming  that  Purchaser  purchases  the Shares in good faith  without
notice of any  adverse  claims  (as  defined  in  Section  8-303 of the  Uniform
Commercial  Code as in effect in the State of  California  on the date  hereof),
Purchaser  will have acquired all the rights of Seller in the Shares free of any
adverse claim, any lien created by Seller or any restrictions on transfer.


                                      -16-
<PAGE>

      Section 5.7 Title to and Condition of Assets. (a) The Company has good and
marketable  title to, or valid and  subsisting  leasehold  interests in or valid
licenses  to use,  all of its  assets,  free and  clear of any  liens,  charges,
options,  security  interests or other  encumbrances  of any nature,  options to
purchase  or  lease,  easements,   restrictions,   covenants,   conditions,   or
imperfections of title, whether existing or proposed, except the lien of current
Taxes not yet due and payable and except as set forth on Schedule 6.7(a).

            (b) Schedule  6.7(b)  contains a true,  correct and complete list of
all automobiles and vehicles  owned,  leased or used by the Company,  indicating
whether each such automobile or vehicle is leased.

            (c) Schedule  6.7(c)  contains a true,  correct and complete list of
all machinery,  equipment,  computers and computer  hardware,  tools,  supplies,
leasehold improvements, construction in progress, furniture, fixtures, and other
tangible personal property (other than vehicles and automobiles)  owned,  leased
or used by the  Company  and,  based on original  asset  costs less  accumulated
depreciation  and  amortization  associated  with each asset,  having a value of
greater than $1,000, indicating with respect to all such listed property whether
such property is leased.

            (d) The Company owns no real property.

            (e) Schedule  6.7(e)  contains a true,  correct and complete list of
all leases of real property  under which the Company is a lessee  (collectively,
the  "Leased  Real  Property").  The Company  enjoys  peaceful  and  undisturbed
possession  under all such leases and all such leases are valid and  enforceable
in accordance with their  respective  terms,  are in full force and effect,  and
there is not  under  any such  lease  any  default  by the  Company  or,  to the
knowledge  of Seller and the Company,  by any other party to any such lease,  or
any condition,  event or act which,  with the giving of notice or lapse of time,
or both, would  constitute such a default.  The consummation of the transactions
contemplated  by this Agreement will not require  notification to or the consent
or approval of any lessor or any of the Leased Real Property.

      Section 5.8 Environmental Matters. (a) (i) All licenses, permits, consents
or other  approvals  required to be obtained by the Company under  Environmental
Laws  that are  necessary  to the  operations  of the  Business  ("Environmental
Permits")  have been  obtained and are in full force and effect,  and Seller and
the Company are unaware of any reasonable  basis for revocation or suspension of
any such Environmental Permits; (ii) no Environmental Laws impose any obligation
upon Purchaser,  as a result of any transaction  contemplated hereby,  requiring
prior   notification  to  any  governmental   entity  of  the  transfer  of  any
Environmental  Permit;  and (iii) the Business has at all times been operated in
full  compliance  with such  Environmental  Permits,  and within the  production
levels or emission levels specified in such Environmental Permits.

            (b) The Company has at all times operated the Business in compliance
in  all  material  respects  with  all  applicable  limitations,   restrictions,
conditions,   standards,   prohibitions,   requirements   and   obligations   of
Environmental Laws.


                                      -17-
<PAGE>

            (c) There are no  existing,  pending or, to the  knowledge of Seller
and the Company, threatened actions, suits, claims, investigations, inquiries or
proceedings  by or before any court or any other  governmental  entity  directed
against  the Company  which  pertain or relate to (i) any  remedial  obligations
under any applicable  Environmental  Law, (ii)  violations of any  Environmental
Law, (iii) personal  injury or property  damage claims  relating to a Release of
chemicals or Hazardous Materials,  or (iv) response,  removal, or remedial costs
under any Environmental Law.

            (d)  No  portion  of the  Leased  Real  Property  is  listed  on any
Contaminated Site List.

            (e) To the best  knowledge  of Seller,  there has been no Release of
any Hazardous Materials on or underlying the Leased Real Property.

            (f)  To  the  best  knowledge  of  Seller,  no   asbestos-containing
materials or  polychlorinated  biphenyls are present on or underlying the Leased
Real Property.

            (g) To the  best  knowledge  of  Seller,  there  are no  underground
storage tanks for Hazardous Materials, active or abandoned, at any of the Leased
Real Property or any real property previously owned or leased by the Company.

            (h)  Purchaser has been  provided  with all  engineering,  geologic,
environmental  reports and other  documents in the  possession of the Company or
Seller relating to the Leased Real Property, including without limitation, those
relating  to (i)  any  Environmental  Conditions  existing  on the  Leased  Real
Property and (ii) any violations of any Environmental Laws.

            (i) All Hazardous Materials  generated,  used, stored or transported
by the Company  have been  generated,  used,  stored,  transported,  treated and
disposed of in accordance with all applicable Environmental Laws.

            (j) To the best knowledge of Seller,  neither the Company nor Seller
has any current  liability,  nor is there any liability  which may be reasonably
anticipated, for Environmental Remediation Costs.

      Section 5.9 Financial  Information.  (a) Seller has delivered to Purchaser
(i)  true,  correct  and  complete  copies,  in all  material  respects,  of the
Company's  unaudited  balance sheets as of September 30, 1996, 1997 and 1998 and
the related statements of operations and cash flows for each of the years in the
three  year  period  ended  September  30,  1998,  together  with  notes to such
financial  statements,  and (ii)  true,  correct  and  complete  copies,  in all
material respects,  of the Company's unaudited balance sheets as at December 31,
1998 and 1997 and the related  statements of  operations  and cash flows for the
3-month  periods then ended  (collectively,  the  "Financial  Statements").  The


                                      -18-
<PAGE>

unaudited  balance sheet of the Company at December 31, 1998 is herein  referred
to as the "Interim  Balance  Sheet," and December 31, 1998 is herein referred to
as the "Interim Balance Sheet Date."

            (b) Except as  otherwise  noted,  the  Financial  Statements  are in
accordance  with the books and records of the Company and have been  prepared in
accordance with generally accepted accounting  principles  consistently  applied
throughout  the periods  covered  thereby.  The balance  sheets  included in the
Financial  Statements  present  fairly  in all  material  respects  as of  their
respective dates the financial condition of the Company (subject, in the case of
the unaudited Financial Statements, to year end adjustments that may be required
upon audit,  which  adjustments  will not have a material adverse effect on such
financial statements).  All liabilities and obligations of the Company,  whether
absolute,  accrued,  contingent or otherwise,  whether  direct or indirect,  and
whether  due or to  become  due,  which  existed  at the date of such  Financial
Statements  have been disclosed on the balance sheets  included in the Financial
Statements  or  in  notes  to  the  Financial  Statements  to  the  extent  such
liabilities were required, under generally accepted accounting principles, to be
so  disclosed.  The  statements  of  operations  and cash flows  included in the
Financial  Statements  present  fairly in all  material  respects the results of
operations and cash flows of the Company for the periods indicated (subject,  in
the case of the unaudited Financial Statements, to year end adjustments that may
be  required  upon audit,  which  adjustments  will not have a material  adverse
effect on such  financial  statements),  and the notes included in the Financial
Statements  present fairly the  information  purported to be shown thereby.  The
statements of operations included in the Financial Statements do not contain any
items of special or non-recurring income material to the Company or other income
not earned in the  ordinary  course of business  except as  expressly  specified
therein.

            (c) The accounts  receivable of the Company set forth on the Interim
Balance  Sheet or arising  since the date  thereof are valid and  genuine;  have
arisen  solely out of bona fide sales and  deliveries of goods,  performance  of
services and other  business  transactions  in the  ordinary  course of business
consistent with past practice;  are not subject to valid  defenses,  set-offs or
counterclaims; and, except for the Past Due Accounts Receivable, are collectible
at the full recorded  amount  thereof within 90 days of the invoice date (by use
of the  Company's  normal  collection  methods  without  resort to litigation or
reference to a collection agency).

            (d) All inventory of the Company,  including without  limitation raw
materials,  work-in process and finished goods, reflected on the Interim Balance
Sheet or acquired since the date thereof was acquired and has been maintained in
the ordinary course of business;  consists substantially of a quality,  quantity
and condition  usable,  leasable or saleable in the ordinary course of business;
is valued at the lower of cost or market in accordance  with generally  accepted
accounting  principles  and  consistent  with the  Financial  Statements  in all
material  respects;  and is not  subject to any  write-down  or  write-off.  The
Company is not under any liability or  obligation  with respect to the return of
inventory in the possession of wholesalers, retailers or other customers.

            (e) The Company has no material  liabilities of any kind whatsoever,
whether or not accrued and whether or not contingent or absolute,  determined or
determinable or otherwise,


                                      -19-
<PAGE>

including without  limitation  documentary or standby letters of credit,  bid or
performance  bonds,  or  customer  or third  party  guarantees,  and no existing
condition,  situation or set of circumstances  that could  reasonably  result in
such a liability,  other than liabilities set forth on the Interim Balance Sheet
or on the Schedules hereto.

            (f) The books,  records and accounts of the Company  accurately  and
fairly reflect the transactions  undertaken by and the assets and liabilities of
the Company.

            (g)  Schedule  6.9(g)  lists the name and  address of every bank and
other financial  institution in which the Company  maintains an account (whether
checking,  savings or otherwise),  lock box or safe deposit box, and the account
numbers and names of persons having signing authority or other access thereto.

            (h) Since the Interim  Balance Sheet Date there has been no Material
Adverse  Change,  whether as a result of any  legislative or regulatory  change,
revocation of any license or right to do business,  fire,  explosion,  accident,
casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God
or otherwise;  and, to the best knowledge of Seller and the Company,  no fact or
condition  exists or is  contemplated  or threatened  which could  reasonably be
anticipated to cause such a change in the future.

      Section 5.10 Taxes. (a) Except as set forth on Schedule 6.10:

            (a) All Tax  Returns  required  to be filed by or on  behalf  of the
Company  and any  Affiliated  Group of which the  Company was a member have been
properly  prepared  and duly  and  timely  filed  with  the  appropriate  taxing
authorities  in all  jurisdictions  in which such Tax Returns are required to be
filed (after giving effect to any valid extensions of time in which to make such
filings),  and all such Tax  Returns  were  true,  complete  and  correct in all
material respects.

            (b)  All  Taxes  payable  by or on  behalf  of the  Company  and any
Affiliated  Group of which the  Company  was a member,  or in  respect  of their
income,  assets or operations (including interest and penalties) have been fully
and timely paid, and adequate  reserves or accruals for Taxes have been provided
in the  Financial  Statements  with  respect to any period for which Tax Returns
have not yet been  filed  or for  which  Taxes  are not yet due and  owing.  The
Company has made all required  estimated  tax payments for its 1997 and 1998 Tax
years to avoid any underpayment penalty.

            (c) The Company has not executed or filed with any taxing  authority
any agreement,  waiver or other document or arrangement  extending or having the
effect of extending the period for assessment or collection of Taxes (including,
but not  limited  to, any  applicable  statute of  limitation),  and no power of
attorney with respect to any Tax matter is currently in force.

            (d) The  Company  has  complied in all  material  respects  with all
applicable laws,  rules and regulations  relating to the payment and withholding
of Taxes and has duly and timely  withheld  from  employee  salaries,  wages and
other  compensation and has paid over to the appropriate


                                      -20-
<PAGE>

taxing  authorities all amounts required to be so withheld and paid over for all
periods under all applicable laws.

            (e) Parent has received  complete copies of (i) all U.S. federal and
foreign  income or franchise Tax Returns of the Company  relating to the taxable
periods  since  September  30, 1994 and (ii) any audit report  issued within the
last three years  relating  to Taxes due from or with  respect to the Company or
its income, assets or operations.  All income and franchise Tax Returns filed by
or on behalf of the Company for the taxable years ended on the respective  dates
set forth on Schedule 6.10 have been examined by the relevant  taxing  authority
or the statute of limitations with respect to such Tax Returns have expired.

            (f)  Schedule  6.10  lists  all  material  types of  Taxes  paid and
material types of Tax Returns filed by or on behalf of the Company and indicates
those  Taxes  with  respect  to which the  Company is or has been a member of an
Affiliated  Group  for any Tax  purpose.  No  claim  has  been  made by a taxing
authority  in a  jurisdiction  where the Company  does not file Tax Returns such
that it is or may be subject to taxation by that jurisdiction.

            (g) All  deficiencies  asserted or  assessments  made as a result of
examinations  by any  taxing  authority  of the Tax  Returns of or  covering  or
including  the Company  have been fully paid,  and there are no other  audits or
investigations  by any taxing  authority or  proceedings  in  progress,  nor has
Seller or the  Company  received  any notice from any taxing  authority  that it
intends to conduct such an audit or investigation. No issue has been raised by a
U.S. federal,  state,  local or foreign taxing authority in any current or prior
examination  which,  by  application  of the same or similar  principles,  could
reasonably  be expected to result in a proposed  deficiency  for any  subsequent
taxable  period.  The results of any  settlement  and the necessary  adjustments
resulting therefrom are properly reflected in the Financial Statements.

            (h) Neither the Company nor any other Person  (including  Seller) on
behalf of the Company has (i) filed a consent  pursuant to Section 341(f) of the
Code or agreed to have Section 341(f)(2) of the Code apply to any disposition of
a  subsection  (f) asset (as such term is defined in  Section  341(f)(4)  of the
Code)  owned  by  the  Company,  (ii)  agreed  to or is  required  to  make  any
adjustments  pursuant to Section 481(a) of the Code or any similar  provision of
state, local or foreign law by reason of a change in accounting method initiated
by the  Company or has any  knowledge  that the  Internal  Revenue  Service  has
proposed  any  such  adjustment  or  change  in  accounting  method,  or has any
application  pending with any taxing  authority  requesting  permission  for any
changes in  accounting  methods that relate to the business or operations of the
Company,  or has  otherwise  taken any  action  that  would  have the  effect of
deferring any  liability  for Taxes from any taxable  period ending on or before
the Closing to any taxable period ending  thereafter,  (iii) executed or entered
into closing  agreement  pursuant to Section 7121 of the Code or any predecessor
provision thereof or any similar  provision of state,  local or foreign law with
respect to the Company,  or (iv) requested any extension of time within which to
file any Tax Return, which Tax Return has since not been filed.


                                      -21-
<PAGE>

            (i) No property owned by the Company (i) is property  required to be
treated as being owned by another  Person  pursuant to the provisions of Section
168(f)(8)  of the  Internal  Revenue  Code of 1954,  as  amended  and in  effect
immediately  prior  to the  enactment  of the  Tax  Reform  Act  of  1986,  (ii)
constitutes "tax-exempt use property" within the meaning of Section 168(h)(1) of
the Code or (iii) is "tax-exempt  bond financed  property" within the meaning of
Section 168(g) of the Code.

            (j)  The  Company  is not a  party  to any tax  sharing  or  similar
agreement or arrangement (whether or not written) pursuant to which it will have
any obligation to make any payments after the Closing.

            (k) There is no contract,  agreement,  plan or arrangement  covering
any person that, individually or collectively, could give rise to the payment of
any amount that would not be  deductible  by Parent or any of its  Affiliates by
reason of Section 280G of the Code, or would  constitute  compensation in excess
of the limitation set forth in Section 162(m) of the Code.

            (l) The Company has  substantial  authority  for the treatment of or
has disclosed (in accordance with Section  6662(d)(2)(B)(ii) of the Code) on its
federal income Tax Returns all positions taken therein that could give rise to a
substantial  understatement  of federal income tax within the meaning of Section
6662(d) of the Code.

            (m) The Company is not subject to any private  letter  ruling of the
Internal Revenue Service or comparable rulings of other taxing authorities.

            (n) There are no liens as a result of any  unpaid  Taxes upon any of
the assets of the Company.

            (o) All material Tax  elections of the Company are clearly set forth
in the Tax Returns  described  in Section  6.10(e).  The  Company  does not have
elections in effect for U.S.  federal  income tax purposes  under  Sections 108,
168, 338, 441, 463, 472, 1017, 1033 or 4977 of the Code.

            (p) The Company has never been a member of any  Affiliated  Group of
corporations for any Tax purposes. The Company has no liability for Taxes of any
person  (other  than  the  Company)  under  section  1.1502-6  of  the  Treasury
regulations under the Code (or any similar provision of state,  local or foreign
law), as a transferee  or successor or  otherwise.  The Company does not own any
interest in any entity that is treated as a partnership for U.S.  federal income
tax purposes or would be treated as a pass-through or transparent entity for any
tax purpose.

            (q) Seller is not a foreign  person  within  the  meaning of Section
1445 of the Code.


                                      -22-
<PAGE>

            (r) The  Company  has not  filed an  election  pursuant  to  Revenue
Procedure  95-11,   1995-1  C.B.  505  or  under  Treasury   regulation  Section
1.1502-75(c) or any similar provision of foreign, national, international, state
or local law.

      Section 5.11 Events  Subsequent to the Interim Balance Sheet Date.  Except
as set forth on  Schedule  6.11 and except for events that would not result in a
Material  Adverse Change,  since the Interim Balance Sheet Date, the Company has
not (a)  borrowed  any amount or  incurred  or become  subject to any  liability
(absolute, accrued or contingent), except current liabilities, liabilities under
contracts  entered into,  borrowings under banking  facilities  disclosed in the
Schedules  hereto and  liabilities  in respect of letters of credit issued under
such banking  facilities,  all of which were in the ordinary course of business;
(b)  discharged  or  satisfied  any lien or paid  any  obligation  or  liability
(absolute,  accrued or contingent)  other than current  liabilities shown on the
Interim Balance Sheet (including without limitation regularly scheduled payments
(but not prepayments) of long-term debt) and current liabilities  incurred since
the Interim Balance Sheet Date in the ordinary course of business; (c) failed to
pay or discharge when due its liabilities or obligations in accordance with past
practices; (d) other than liens pursuant to purchase money security interests in
an aggregate  amount of less than  $20,000,  mortgaged,  pledged or subjected to
lien any of its assets, tangible or intangible, other than liens of current real
property Taxes not yet due and payable; (e) sold, assigned or transferred any of
its tangible  assets except for the sale of inventory in the ordinary  course of
business,  canceled any debt or claim, or waived any right of substantial  value
whether  or not  in  the  ordinary  course  of  business;  (f)  sold,  assigned,
transferred  or granted any license with respect to any  Intellectual  Property;
(g) suffered any damage or destruction, whether or not covered by insurance; (h)
made commitments or agreements for capital  expenditures or capital additions or
betterments  exceeding in the  aggregate  $20,000;  (i)  received  notice or had
knowledge of any actual or threatened labor trouble, strike or other occurrence,
event or condition of any similar character which has had or could reasonably be
expected  to  have  an  adverse  effect  on its  business,  operations,  assets,
properties,  prospects or condition  (financial or otherwise);  (j) suffered any
material  adverse change in its relations  with, or any loss or threatened  loss
of, any of its suppliers or customers  disclosed  pursuant to Section 6.23;  (k)
(1) granted any severance or termination pay to any of its directors,  officers,
employees,   independent  contractors  or  consultants,  (2)  entered  into  any
employment,  deferred  compensation or other similar agreement (or any amendment
to any such  existing  agreement)  or  arrangement  with  any of its  directors,
officers,  employees,  independent contractors or consultants, (3) increased any
benefits  payable under any existing  severance or  termination  pay policies or
agreements  with  directors,  officers,  employees,  independent  contractors or
consultants, (4) increased the compensation,  bonus or other benefits payable to
any  of  its  directors,   officers,   employees,   independent  contractors  or
consultants except in the ordinary course of business,  or (5) made any loan to,
or entered into any other  transaction  with,  any of its  directors,  officers,
employees,  independent contractors or consultants except in the ordinary course
of  business;  (l) made any  material  change in the manner of its  business  or
operations;  (m) made  any  material  change  in any  method  of  accounting  or
accounting  practice;  (n) declared,  set aside or paid any dividend or made any
distribution on any shares of its capital stock (whether in cash or in kind), or
redeemed,  purchased, or otherwise acquired any shares of its capital stock; (o)
entered into any  transaction


                                      -23-
<PAGE>

except in the ordinary course of business or as otherwise  contemplated  hereby;
or (p) entered into any  commitment  (contingent  or otherwise) to do any of the
foregoing.

      Section 5.12 Contracts,  Obligations and Commitments. The Company does not
have any existing  contract,  obligation or commitment  (written or oral) of any
nature (other than  obligations  involving  annual payments of less than $25,000
individually  or $50,000 in the  aggregate),  including  without  limitation the
following, except as set forth on Schedule 6.12:

            (a)  Employment,   bonus,   severance,   independent  contractor  or
consulting agreements, retirement, stock bonus, stock option, or similar plans;

            (b) Loan or  other  agreements,  notes,  indentures  or  instruments
relating  to or  evidencing  indebtedness  for  borrowed  money  or  mortgaging,
pledging,  granting or creating a lien or security interest or other encumbrance
on any of its assets or any agreement or instrument  evidencing  any guaranty of
payment or performance by any other Person;

            (c)  Agreements  with  any  labor  union  or  collective  bargaining
organization or other labor agreements;

            (d) Any contract or series of contracts with the same Person for the
furnishing or purchase of equipment, goods or services;

            (e) Any joint venture  contract or  arrangement  or other  agreement
involving a sharing of profits or expenses;

            (f) Agreements which would, after the Closing Date limit the freedom
of the  Company  or  Purchaser  to  compete  in any line of  business  or in any
geographic area or with any Person;

            (g) Agreements  providing for the disposition of any material amount
of its properties or assets or any shares of its capital stock;

            (h)  Any  distribution,   dealer,  representative  or  sales  agency
agreement, contract or commitment;

            (i)  Any  commitment  or  agreement  for  capital   expenditures  or
leasehold improvements;

            (j) Any license, franchise, distributorship or other agreement which
relates in whole or in part to any Intellectual Property,  with the exception of
any  non-material  confidentiality  agreement  designed to protect the Company's
confidential information;

            (k) Any contract, commitment or arrangement not made in the ordinary
course of business; or


                                      -24-
<PAGE>

            (l)  Agreements  with the federal  government  or any state or local
government or any agency thereof.

Each  contract,  agreement,   arrangement,   plan,  lease,  license  or  similar
instrument  to which the  Company  is a party,  whether  or not set forth on the
Schedules  hereto  (collectively,  the  "Contracts"),  is a  valid  and  binding
obligation  of the  Company,  and,  to the best of  Seller's  and the  Company's
knowledge,  the other parties thereto,  enforceable in accordance with its terms
(except  as  the  enforceability  thereof  may  be  limited  by  any  applicable
bankruptcy, insolvency or other laws affecting creditors' rights generally or by
general  principles  of equity,  regardless  of whether such  enforceability  is
considered  in equity or at law),  and is in full force and effect,  and neither
the Company nor, to the best of Seller's and the Company's knowledge,  any other
party  thereto has breached any material  provision of, nor is in default in any
material  respect  under  the  terms of (and,  to the best of  Seller's  and the
Company's  knowledge,  no condition exists which,  with the passage of time, the
giving of notice, or both, would result in a default under the terms of), any of
the Contracts.  To the best of Seller's and the Company's knowledge, no Contract
contains any contractual  business  requirement with which there is a reasonable
likelihood  that the Company will be unable to comply,  except where any failure
to so comply would not result in a Material Adverse Change. Each Contract (other
than those which expire in accordance  with the terms  thereof) will continue to
be legal, valid, binding,  enforceable and in full force and effect on identical
terms  immediately  following the consummation of the transactions  contemplated
hereby.

      Section 5.13 Litigation. Except as set forth on Schedule 6.13, neither the
Company nor any Affiliate of the Company, nor any of their respective directors,
officers,  employees  or agents  (in their  capacity  as such) is a party to any
pending or, to Seller's and the Company's  best  knowledge,  threatened  action,
suit,  proceeding or investigation,  at law or in equity or otherwise in, before
or by any court or governmental board, commission, agency, department or office,
or private arbitration tribunal,  nor does Seller or the Company know, after due
inquiry,  of any basis  therefor,  (a) arising in connection with the conduct of
business by the Company, (b) to restrain,  prohibit or invalidate,  or to obtain
damages or other  relief  from the Company or any of its  Affiliates,  or any of
their respective directors or officers,  or equitable or other relief in respect
of this Agreement or the transactions  contemplated hereby, (c) which arises out
of any contract, agreement, letter of intent or arrangement alleged to have been
entered into or agreed to by Seller or the Company and which conflicts with this
Agreement or the transactions  contemplated  hereby, or gives rise to a claim or
right of any kind of any Person as a result of the  execution of this  Agreement
or the  consummation  of the  transactions  contemplated  hereby,  (d) which, if
successful, could adversely affect the right of Purchaser after the Closing Date
to own the Company or to conduct the Business, or (e) to suspend, revoke, annul,
limit, terminate,  amend or modify any Permit. Neither the Company nor Seller is
a party or is subject  to any order,  ruling,  judgment,  decree or  stipulation
which affects the Business or which would prevent the transactions  contemplated
by this Agreement.

      Section 5.14  Compliance  with Law.  Except where the failure to so comply
would not result in a Material  Adverse  Change,  the Company has been and is in
compliance  with  all  applicable


                                      -25-
<PAGE>

laws,  rules,  regulations  and court or  administrative  orders  and  processes
(including,  without  limitation,  any that  relate to  transportation,  zoning,
communications,   environmental  regulation,  consumer  protection,  health  and
safety, products and services,  proprietary rights,  anti-competitive practices,
collective  bargaining,  ERISA, equal opportunity,  and improper payments).  The
Company has not received any written notice from any governmental authority, and
to the best of Seller's  and the  Company's  knowledge,  no oral notice has been
given and no notice of any kind is  threatened,  alleging  that the  Company has
violated, or not complied with, any of the above.

      Section 5.15 Licenses;  Registrations;  Permits; Etc. The Company and each
of its officers,  directors,  employees and independent  contractors possess all
governmental  registrations,  licenses,  permits,  authorizations  and approvals
(collectively referred to herein as "Permits") necessary to operate the Business
as currently conducted,  which necessary Permits are set forth on Schedule 6.15.
All such  Permits  are in full  force and effect and no such party is in default
under any of such  Permits and no event has  occurred  and no  condition  exists
which, with the giving of notice, the passage of time, or both, would constitute
a default thereunder.

      Section 5.16 Brokers. Except for a broker's fee to Ross Crossland Weston &
Co., the payment of which is the  responsibility  of Seller  pursuant to Section
9.1, neither Seller, the Company nor any of the Company's Affiliates has paid or
become obligated to pay any fee or commission to any broker, finder,  investment
banker or other intermediary in connection with the transactions contemplated by
this Agreement.

      Section 5.17  Intellectual  Property.  Schedule  6.17  contains a true and
complete list of all patents,  trademarks and servicemarks  (either  registered,
common law or registration applied for), trade names, copyrights and third party
licenses  which are owned,  used,  registered  in the name of or licensed by the
Company,  or in which the Company  otherwise  has an interest,  together  with a
brief statement as to any filing,  registration or issuance  thereof,  as to any
licenses, sublicenses,  covenants or agreements entered into or granted by or to
the Company with respect thereto and as to any pending or threatened disputes or
adverse  claims  with  respect  thereto.  The  Company  owns or is  licensed  or
otherwise has the right to use all the Intellectual  Property necessary to carry
on the Business as currently conducted.  All licenses, if any, of the Company to
use  Intellectual  Property  necessary  to carry on the  Business  as  currently
conducted  are in full force and effect and neither the Company nor, to the best
of  Seller's  and the  Company's  knowledge,  any of the other  parties  to such
licenses is in material breach of any provision of, or in material default under
any of the terms of, such  licenses.  The Company has not granted any Person any
exclusive  license  or  other  right  to use  any of the  Intellectual  Property
necessary to carry on the Business as currently conducted, whether requiring the
payment of royalties or not. The Company does not infringe upon or unlawfully or
wrongfully use any Intellectual Property owned or claimed by another, and to the
best of Seller's and the Company's  knowledge,  no Person is infringing upon, or
is in violation of, any Intellectual  Property or rights thereto of the Company.
Subsequent to the Closing, no current or former director,  officer,  stockholder
or employee of the Company  shall own,  have an interest in or have the right to
use any  Intellectual  Property which is being, or was at any time since January
1,  1994,  utilized  in the  Business.  There is no  pending  or, to the best of
Seller's and the Company's knowledge,


                                      -26-
<PAGE>

threatened claim or litigation  against the Company  contesting its right to use
Intellectual   Property,   asserting  the  misappropriation  or  misuse  of  any
Intellectual  Property or  asserting  that the Company has violated or infringed
the Intellectual  Property of another party. This Agreement and the consummation
of the  transactions  contemplated  hereby  will not in any  manner  affect  the
Company's rights after the Closing with respect to, or their ability to use, the
Intellectual  Property necessary to carry on the Business as currently conducted
immediately  subsequent to the Closing.  Since January 1, 1994,  the Company has
not conducted business under any corporate,  trade or fictitious name other than
the names listed on Schedule 6.17.

      Section 5.18 Insurance.  Schedule 6.18 sets forth all insurance agreements
and policies maintained by the Company or under which the Company is listed as a
beneficiary or additional insured  (including any  self-insurance  arrangements)
and the type and amounts of coverage  thereunder,  which  coverage  reflects all
insurance  which is required by Law to be maintained by the Company.  During the
past three  years,  the  Company  has not been  refused  insurance,  nor has its
coverage been limited,  nor has any claim in excess of $25,000  individually  or
$50,000 in the aggregate been made in respect of any such insurance. All of such
policies,  agreements and arrangements are in full force and effect, the Company
is not delinquent  with respect to any premium  payments  thereon,  no notice of
cancellation has been received, and there is no existing default or event which,
with the giving of notice or lapse of time or both,  would  constitute a default
thereunder.  The Company  maintains  the type and amount of  insurance  which is
adequate to protect it and its financial condition against the risks involved in
the conduct of the Business.  The Company has no performance bonds or letters of
credit  which are  required by law or any  agreement,  contract  or  commitment,
including the Contracts, to be maintained or entered into by the Company.

      Section  5.19 Plans and  Agreements  Relating to  Employees.  (a) Schedule
6.19(a) lists each of the following plans, contracts,  policies and arrangements
which  is or,  within  six  years  prior to the  Closing  Date,  was  sponsored,
maintained or  contributed  to by, or otherwise  binding upon the Company or, in
the case of an "employee pension plan" (as defined in Section 3(2) of ERISA), an
ERISA Affiliate for the benefit of any current or former  employee,  director or
other  personnel  (including  any such  plan,  contract,  policy or  arrangement
approved  or  adopted  before,  but  effective  on or  after,  the  date of this
Agreement):  (i) any "employee benefit plan," as such term is defined in Section
3(3) of ERISA,  whether or not  subject  to the  provisions  of ERISA,  (ii) any
written personnel policy, and (iii) any other employment, consulting, collective
bargaining, stock option, stock bonus, stock purchase, phantom stock, incentive,
bonus, deferred compensation,  retirement,  severance, vacation, dependent care,
employee assistance, fringe benefit, medical, dental, sick leave, death benefit,
golden parachute or other  compensatory  plan,  contract,  policy or arrangement
which is not an employee  benefit plan as defined in Section 3(3) of ERISA (each
such plan,  contract,  policy and  arrangement  described in (i),  (ii) or (iii)
above being herein referred to as an "Employee Plan").

            (b) With  respect to each  Employee  Plan,  Seller has  delivered to
Purchaser true and complete copies of (1) each contract,  plan document,  policy
statement,  summary plan  description  and other written  material  governing or
describing the Employee Plan and/or any related funding arrangements (including,
without  limitation,  any related trust agreement or insurance


                                      -27-
<PAGE>

company  contract)  or,  if  there  are no such  written  materials,  a  summary
description of the Employee Plan;  and (2), where  applicable,  (A) the last two
annual  reports  (5500 series)  filed with the Internal  Revenue  Service or the
Department of Labor; (B) the most recent balance sheet and financial  statement;
(C) the most recent  actuarial report or valuation  statement;  and (D) the most
recent  determination  letter issued by the Internal Revenue Service, as well as
any  other  determination  letter,  private  letter  ruling,  opinion  letter or
prohibited  transaction  exemption issued by the Internal Revenue Service or the
Department of Labor within the last six years and any application therefor which
is currently pending.

            (c) Each  Employee  Plan has been  maintained  and  administered  in
accordance  with its terms and in compliance  with the  provisions of applicable
law, including,  without limitation,  applicable disclosure,  reporting, funding
and fiduciary  requirements imposed by ERISA and/or the Code. All contributions,
insurance premiums,  benefits and other payments required to be made to or under
each Employee  Plan have been made timely and in  accordance  with the governing
documents  and  applicable  law.  With  respect to each  Employee  Plan,  (1) no
application,  proceeding or other matter is pending before the Internal  Revenue
Service,  the  Department  of Labor or any  other  governmental  agency;  (2) no
action,  suit,  proceeding or claim (other than routine  claims for benefits) is
pending or  threatened;  and (3) to the knowledge of Seller and the Company,  no
facts exist which could give rise to an action, suit, proceeding or claim which,
if asserted,  could result in a material  liability or expense to the Company or
the plan assets.

            (d) With respect to each Employee Plan which is an "employee benefit
plan"  within the meaning of Section  3(3) of ERISA or which is a "plan"  within
the meaning of Section  4975(e) of the Code,  there has occurred no  transaction
which is prohibited  by Section 406 of ERISA or which  constitutes a "prohibited
transaction"  under  Section  4975(c)  of the Code and with  respect  to which a
prohibited  transaction  exemption  has not been granted and is not currently in
effect.

            (e) With respect to each funded  Employee  Plan which is an employee
pension plan within the meaning of Section 3(2) of ERISA,  (1) the Employee Plan
is a qualified  plan under Section  401(a) of the Code, and its related trust is
exempt from federal  income  taxation  under Section  501(a) of the Code;  (2) a
favorable IRS determination letter is currently in effect and, since the date of
the last  determination  letter,  the  Employee  Plan has not  been  amended  or
operated in a manner which would  adversely  affect its qualified  status and no
event has occurred which has caused or could cause the loss of such status;  and
(3) there has been no termination or partial  termination  within the meaning of
Section 411(d)(3) of the Code.

            (f) No  Employee  Plan is or was a  multiemployer  plan  within  the
meaning of Section 3(37) of ERISA, a plan covered by Section  302(a)(2) of ERISA
or Section 412 of the Code, or a plan covered by Title IV of ERISA.  Neither the
Company nor any ERISA  Affiliate has incurred or expects to incur any withdrawal
liability under Title IV of ERISA (either as a contributing  employer or as part
of a controlled group which includes a contributing employer) in connection with
a  complete  or  partial  withdrawal  from a  multiemployer  plan,  and no ERISA
Affiliate has received notice from any such  multiemployer plan that the plan is
in  reorganization  or insolvency  pursuant


                                      -28-
<PAGE>

to Sections  4241 or 4245 or ERISA or that the plan is intended to  terminate or
has terminated under Sections 4041A or 4042 of ERISA.

            (g) The  Company  and its  ERISA  Affiliates  have  complied  in all
respects  with the  provisions  of Section 4980B of the Code with respect to any
Employee  Plan  which is a group  health  plan  within  the  meaning  of Section
5001(b)(1) of the Code. The Company does not maintain, contribute to, and is not
obligated under any plan,  contract,  policy or arrangement  providing health or
death benefits  (whether or not insured) to current or former employees or other
personnel beyond the termination of their  employment or other services.  Except
as set  forth on  Schedule  6.19(a),  each  Employee  Plan  may be  unilaterally
terminated and/or amended by the Company at any time.

            (h)  The  consummation  of the  transactions  contemplated  by  this
Agreement will not (either alone or in conjunction with another event, such as a
termination  of  employment  or other  services)  entitle any  employee or other
person to receive severance or other  compensation  which would not otherwise be
payable  absent  the  consummation  of the  transactions  contemplated  by  this
Agreement  or cause the  acceleration  of the time of  payment or vesting of any
award or entitlement under any Employee Plan.

            (i) Schedule 6.19(i) sets forth a complete and accurate list showing
the names, the rate of compensation  (and the portions  thereof  attributable to
salary  and  bonuses,  respectively)  and  location  of  all  current  officers,
employees and  independent  contractors  of and  consultants to the Company that
received total compensation in excess of $75,000 for the year ended December 31,
1998,  or are  expected  to receive a salary in excess of  $75,000  for the year
ending December 31, 1999. There are no covenants,  agreements or restrictions to
which the  Company is a party or bound,  including  but not  limited to employee
non-compete  agreements,  prohibiting,  limiting or in any way  restricting  any
officer or employee  listed on  Schedule  6.19(i)  from  engaging in any type of
business  activity  in any  location.  To the best  knowledge  of Seller and the
Company,  no officer or employee  listed on Schedule  6.19(i),  has any plans to
terminate their employment.  There has not been, and Seller does not anticipate,
any adverse change in relations  with employees as a result of the  announcement
of the  transactions  contemplated  by  this  Agreement.  The  Company  has  not
instituted   any  "freeze"  of,  or  delayed  or  deferred  the  grant  of,  any
cost-of-living or other salary adjustments for any of its employees, independent
contractors or consultants.

            (j)   Schedule   6.19(j)   sets  forth  by  number  and   employment
classification the approximate numbers of employees, independent contractors and
consultants of the Company as of the date of this Agreement,  and, except as set
forth  therein,  none of said  individuals  are  subject to union or  collective
bargaining  agreements.  There  have  been no  audits  of the  equal  employment
opportunity  practices of the Company  and, to the best  knowledge of Seller and
the  Company,  no basis  for  such an audit  exists.  There is no  unfair  labor
practice  charge or complaint  against the Company  pending  before the National
Labor  Relations  Board  and  none  has  occurred  since  January  1,  1994.  No
representation  question exists respecting the employees of the Company,  nor is
any grievance  procedure or arbitration  proceeding pending under any collective
bargaining  agreement and no claim therefor has been  asserted.  The Company has
not  received  notice  from any union or


                                      -29-
<PAGE>

employees setting forth demands for representation,  elections or for present or
future changes in wages, terms of employment or working conditions.

      Section 5.20 No Illegal or Improper Transactions.  Neither the Company nor
any officer, director,  employee, agent or Affiliate of any of them has offered,
paid or agreed to pay to any Person  (including  any  governmental  official) or
solicited,   received  or  agreed  to  receive  from  any  Person,  directly  or
indirectly,  any money or thing of value for the  purpose  or with the intent of
(a) obtaining or  maintaining  business for the Company,  (b)  facilitating  the
purchase or sale of any product or service,  or (c) avoiding the  imposition  of
any fine or penalty, in any such case in any manner which is in violation of any
applicable  ordinance,  regulation  or law;  and  there  have  been no  false or
fictitious entries made in the books or records of the Company.

      Section 5.21 Related  Transactions.  Except as set forth on Schedule 6.21,
no  current  or former  director,  officer,  employee,  independent  contractor,
consultant  or Affiliate of the Company or any relative of Seller is  presently,
or during  the last three  fiscal  years has been,  (a) a party to any  material
transaction  with the Company  (including,  but not  limited  to, any  contract,
agreement or other  arrangement  providing for the furnishing of services by, or
rental of real or personal  property from, or otherwise  requiring  payments to,
any  such  director,  officer,  employee,  independent  contractor,  consultant,
Affiliate or relative),  or (b) to the best  knowledge of Seller,  the direct or
indirect owner of an interest in any corporation,  firm, association or business
organization which is a present (or potential) competitor,  supplier or customer
of the Company,  except for less than one percent (1%)  holdings for  investment
purposes in securities of publicly held and traded companies.

      Section 5.22 No Product Liabilities;  Product Warranties.  (a) The Company
has not, since January 1, 1995, incurred, nor does Seller or the Company know of
or have any reason to believe there is any  reasonable  basis for alleging,  any
liability,  damage,  loss,  cost or  expense  as a result of any defect or other
deficiency (whether of design, materials, workmanship, labeling, instructions or
otherwise)  ("Product  Liability")  with  respect to any product sold or service
rendered by the Company, whether such Product Liability is incurred by reason of
any express or implied warranty (including,  without limitation, any warranty of
merchantability  or  fitness),  any  doctrine  of common law (tort,  contract or
other),  any statutory  provision or otherwise and  irrespective of whether such
Product Liability is covered by insurance. Section 1.1

            (b) Seller has furnished  Purchaser  with all forms of warranties or
guarantees of products and services that are in effect or proposed to be used by
the  Company.  There are no pending or, to the best  knowledge of Seller and the
Company,  threatened  claims against the Company under any warranty or guaranty.
Schedule  6.22 lists all  payments  or  settlements  made in respect of any such
warranty  or  guaranty  since  January  1,  1996,  indicating  the  name of each
customer,  the  amount  of each  payment  and a brief  description  of the facts
relating thereto.

      Section 5.23  Suppliers  and  Customers.  (a) Schedule  6.23 lists (i) all
suppliers to which the Company made payments during the year ended September 30,
1998,  or expect to make payments  during the year ending  December 31, 1999, in
excess of five percent  (5%) of the cost of


                                      -30-
<PAGE>

sales as reflected on the Company's  statement of operations  for the year ended
September 30, 1998 and (ii) all customers  that paid the Company during the year
ended  September 30, 1998 or that Seller  expects will pay to the Company during
the year ending  December 31, 1999, more than five percent (5%) of the Company's
sales  revenues as reflected on its statement of  operations  for the year ended
September 30, 1998.

            (b)  Seller  and  the  Company  have  no  information   which  might
reasonably  indicate that any of the  customers or suppliers  listed on Schedule
6.23 intend to cease purchasing from,  selling to, or dealing with, the Company,
nor has any information  been brought to their attention which might  reasonably
lead them to  believe  any such  customer  or  supplier  intends to alter in any
material  respect the amount of such purchases,  sales or the extent of dealings
with the Company or would alter in any material respect such purchases, sales or
dealings in the event of the  consummation of the  transactions  contemplated by
this  Agreement.  Seller  and  the  Company  have  no  information  which  might
reasonably  indicate,  nor has any  information  been brought to their attention
which might  reasonably  lead them to believe that, (i) any supplier will not be
able to fulfill outstanding or currently  anticipated  purchase orders placed by
the  Company,  or  (ii)  any  customer  will  cancel  outstanding  or  currently
anticipated purchase orders placed with the Company.

      Section  I.7  Powers  of  Attorney.  There  are no  outstanding  powers of
attorney executed on behalf of the Company.

      Section I.8 Year 2000 Compliance. Except for non-customized,  commercially
available  software,  the  computer  systems of the Company  (including  without
limitation  all  software,   hardware,   workstations  and  related  components,
semiconductor  chips,  microprocessors,  embedded  microcontrollers,   automated
devices,  embedded  chips and other date  sensitive  equipment  such as security
systems,   alarms,  elevators  and  HVAC  systems)  and  all  computer  systems,
components or products  used or installed by the Company in connection  with the
Business  (i) are Year 2000  Compliant  and (ii) have the  ability  to  properly
interface  and will  continue to properly  interface  with internal and external
applications  and systems of third parties with whom the Company  exchanges data
electronically  (including without  limitation  customers,  clients,  suppliers,
service   providers,    subcontractors,    processors,   converters,   shippers,
warehousemen,  outsources,  data  processors,  regulatory  agencies  and  banks)
whether or not the  applications and systems of such third parties are Year 2000
Compliant.  The Company has  inquired  of all such third  parties,  and all such
third parties have represented  that their respective  computer systems are Year
2000 Compliant.

      Section  5.24  Availability  of  Documents.  Seller has made  available to
Purchaser copies of all documents,  including without limitation all agreements,
Contracts,   commitments,   insurance  policies,   leases,  plans,  instruments,
undertakings,  authorizations,  Permits and Intellectual  Property listed in the
Schedules  hereto or referred to herein.  Such copies are true and  complete and
include  all  amendments,  supplements  and  modifications  thereto  or  waivers
currently in effect thereunder.

      Section  5.25  Disclosure.  No  information  furnished  by or on behalf of
Seller to Parent or Purchaser  contains any untrue  statement of a material fact
or omits to state a material  fact  necessary


                                      -31-
<PAGE>

to make such information,  in the light of the circumstances  under which it was
furnished, not misleading.

6. REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER

      Parent and Purchaser,  jointly and severally, hereby represent and warrant
to Seller that:

      Section 6.1  Organization.  Parent and  Purchaser  are  corporations  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  with the  requisite  corporate  power and authority to carry on their
respective  businesses as presently  conducted and to own, lease and operate the
properties and assets used in connection therewith.  Parent and Purchaser are in
good  standing as foreign  corporations  and  licensed or  qualified to transact
business in each jurisdiction in which the conduct of their respective  business
or their ownership,  leasing or operation of properties and assets requires them
to be so licensed or  qualified,  except  where the failure to be so licensed or
qualified would not have a material adverse effect on the business of Parent and
its  subsidiaries  taken as a whole.  Neither Parent nor Purchaser is in default
under or in violation of any provisions of its certificate of  incorporation  or
by-laws.

      Section  6.2 Due  Authorization.  Each of  Parent  and  Purchaser  has all
requisite  corporate  power and authority to execute and deliver this  Agreement
and the other  documents  required to be executed and delivered by it hereunder,
to perform fully its obligations  hereunder and thereunder and to consummate the
transactions  contemplated  hereby and thereby.  The  execution  and delivery by
Parent and Purchaser of this  Agreement and the other  documents  required to be
executed and delivered by each of them  hereunder,  the  performance  by each of
them  of  their  respective  obligations  hereunder  and  thereunder,   and  the
consummation by each of them of the transactions contemplated hereby and thereby
have been duly and validly  authorized by all necessary  corporate action on the
part of Parent and  Purchaser.  This Agreement has been duly executed by each of
Parent and Purchaser.  This Agreement is, and each other agreement  contemplated
hereby to which Parent or Purchaser  will be a party will be, upon execution and
delivery by Parent and/or Purchaser,  as applicable,  a legal, valid and binding
obligation of Parent or Purchaser, as applicable, enforceable against such party
in  accordance  with its terms (except as  enforceability  may be limited by any
applicable  bankruptcy,  insolvency or other laws  affecting  creditors'  rights
generally  or by general  principles  of  equity,  regardless  of  whether  such
enforceability is considered in equity or at law).

      Section I.9 No Conflict. Except for matters that would not have a material
adverse effect on the business of Parent and its subsidiaries  taken as a whole,
neither the execution and delivery by Parent and Purchaser of this  Agreement or
any of the other  documents  contemplated  hereby  nor the  consummation  of the
transactions  contemplated  hereby or  thereby by Parent or  Purchaser  will (a)
conflict with,  result in a breach or violation of or constitute (or with notice
or lapse of time or both  constitute) a default  under,  (i) the  certificate of
incorporation  or  by-laws  of  Parent  or  Purchaser,  (ii) any  law,  statute,
regulation, order, judgment or decree or (iii) any instrument, contract or other


                                      -32-
<PAGE>

agreement to which Parent or Purchaser is a party or by which either of them (or
any of their respective properties or assets) is subject or bound; (b) result in
the  creation  of,  or give any party the  right to  create,  any lien,  charge,
option,  security interest or other encumbrance upon the assets or properties of
Parent or Purchaser;  (c) terminate or modify, or give any third party the right
to terminate or modify,  the  provisions or terms of any agreement or commitment
to which  Parent or  Purchaser  is a party or by which either of them (or any of
their  respective  properties  or assets)  is  subject  or bound;  (d) except as
required  by the  Exchange  Act,  require  Parent or  Purchaser  to  obtain  any
authorization, consent, approval or waiver from, to give any notification to, or
to make any filing  with,  any  governmental  body or authority or to obtain the
approval  or  consent  of any other  Person;  or (e)  result in any  suspension,
revocation,  impairment,  forfeiture  or  nonrenewal  of  any  permit,  license,
qualification, authorization or approval applicable to Parent or Purchaser

      Section  6.3  Brokers.  Neither  Parent,  Purchaser  nor  any of  Parent's
Affiliates  has paid or become  obligated  to pay any fee or  commission  to any
broker,  finder,  investment banker or other intermediary in connection with the
transactions contemplated by this Agreement.

      Section 6.4 Securities Act Matters.  (a) Purchaser  acknowledges  that its
representations  and  warranties  contained in this Section 7.5 are being relied
upon by  Seller as a basis  for the  exemption  of the  transfer  of the  Shares
hereunder  from the  registration  requirements  of the  Securities  Act and any
applicable state securities laws.

            (b)  Purchaser  understands  that  (i)  the  Shares  have  not  been
registered  under the Securities Act or any state  securities  laws and (ii) the
Shares must be held  indefinitely  unless a  subsequent  disposition  thereof is
registered  under the Securities Act and applicable  state securities laws or is
exempt from such registration.

            (c)  Purchaser is  acquiring  the Shares for its own account and not
with a view to, or for sale in  connection  with,  directly or  indirectly,  any
distribution thereof that would require registration under the Securities Act or
applicable state  securities laws or would otherwise  violate the Securities Act
or such state securities laws.

            (d)  Purchaser  and  its  attorneys,  accountants,   investment  and
financial  advisors,  if any, have had the  opportunity  to review the books and
records of the Company and have been provided with access to such information as
it or its advisors, if any, have requested.

            (e) Purchaser is an "accredited investor" pursuant to Rule 501 under
the Securities Act.

      Section I.10 Parent  Financial  Information.  (a) Parent has  delivered to
Seller (i) true, correct and complete copies, in all material  respects,  of the
Company's  consolidated  audited balance sheets as of December 31, 1996 and 1997
and the related  statements  of  operations  and cash flows  (together  with the
auditors'  reports  thereon) for each of the years in the two-year  period ended
December 31, 1997,  together with notes to such financial  statements,  and (ii)
true,  correct and


                                      -33-
<PAGE>

complete copies, in all material  respects,  of the Company's  unaudited balance
sheets  as at  September  30,  1998  and  1997  and the  related  statements  of
operations and cash flows for the 3-month periods then ended (collectively,  the
"Parent Financial Statements").

            (b) Except as otherwise noted,  the Parent Financial  Statements are
in  accordance  with the books and records of the Company and have been prepared
in accordance with generally accepted accounting principles consistently applied
throughout  the periods  covered  thereby.  The balance  sheets  included in the
Parent Financial  Statements present fairly in all material respects as of their
respective dates the financial condition of the Company (subject, in the case of
the unaudited Parent Financial  Statements,  to year end adjustments that may be
required upon audit,  which  adjustments will not have a material adverse effect
on such financial statements).

      Section I.11 No Material  Adverse Change.  Between  September 30, 1998 and
the date of this Agreement,  there has been no material adverse change affecting
the business or operations of Parent or Purchaser  which has not been  consented
to by Seller.

      Section  I.12  Disclosure.  No  information  furnished  by or on behalf of
Parent or Purchaser to Seller  contains any untrue  statement of a material fact
or omits to state a material  fact  necessary to make such  information,  in the
light of the circumstances under which it was furnished, not misleading.

7. CERTAIN ACTIONS AFTER THE CLOSING

      Section 7.1  Maintenance  of Books and  Records.  Each party  hereto shall
preserve until the seventh anniversary of the Closing Date all records possessed
or to be possessed by such party  relating to any of the assets,  liabilities or
business of the Company prior to the Closing Date. After the Closing Date, where
there is a  legitimate  purpose,  such party shall  provide any other party with
access,  upon prior  reasonable  written  request  specifying the need therefor,
during regular  business  hours, to (i) the officers and employees of such party
and (ii) the books of account and records of such party, but, in each case, only
to the extent  relating  to the assets,  liabilities  or business of the Company
prior to the Closing  Date,  and the other party and its  representatives  shall
have the right to make copies of such books and records; provided, however, that
the foregoing  right of access shall not be  exercisable  in such a manner as to
interfere  unreasonably  with the normal  operations and business of such party;
and further,  provided,  that, as to so much of such  information as constitutes
trade secrets or confidential business information of such party, the requesting
party and its officers,  directors and representatives  will use due care not to
disclose  such  information  except (1) as required  by law,  (2) with the prior
written consent of such party, or (3) where such information  becomes  available
to the public  generally,  or becomes  generally  known to  competitors  of such
party,  through sources other than the requesting  party,  its Affiliates or its
officers, directors or representatives.

      Section I.13 Salaries and Benefits.  Between the Closing Date and December
31, 2000,  Purchaser  will not cause the  salaries or benefits of the  Company's
employees to be decreased, or terminate any of the Company's employees,  without
the consent of Seller.


                                      -34-
<PAGE>

      Section  7.2 Tax  Matters.  The  following  provisions  shall  govern  the
allocation  of  responsibility  as between  Purchaser and Seller for certain tax
matters following the Closing Date:

            (a) Tax  Periods  Ending on or Before the  Closing  Date.  Purchaser
shall  prepare  or cause to be  prepared  and file or cause to be filed  all Tax
Returns for the Company for all periods  ending on or prior to the Closing  Date
which are filed after the Closing Date.  Purchaser shall permit Seller to review
and comment on each such Tax Return  prior to filing.  To the extent not accrued
or reserved for on the Interim  Balance  Sheet,  Seller shall pay  Purchaser for
Taxes of the Company  with  respect to such  periods no later than  fifteen (15)
days prior to the date payment for such Taxes is due.

            (b) Tax Periods  Beginning Before and Ending After the Closing Date.
Purchaser  shall  prepare or cause to be prepared  and file or cause to be filed
any Tax Returns of the Company  for Tax periods  which begin  before the Closing
Date and end after the Closing  Date.  To the extent not accrued or reserved for
on the  Interim  Balance  Sheet,  Seller  shall pay to  Purchaser  no later than
fifteen  (15) days prior to the date on which  payment  for such Taxes is due an
amount  equal to the portion of such Taxes which  relates to the portion of such
Taxable period ending on the Closing Date. For purposes of this Section,  in the
case of any Taxes that are  imposed on a periodic  basis and are  payable  for a
Taxable period that includes (but does not end on) the Closing Date, the portion
of such Tax which  relates to the portion of such Taxable  period  ending on the
Closing  Date shall (x) in the case of any Taxes  other than Taxes based upon or
related  to income or  receipts,  be deemed to be the amount of such Tax for the
entire  Taxable  period  multiplied  by a fraction the numerator of which is the
number  of days  in the  Taxable  period  ending  on the  Closing  Date  and the
denominator of which is the number of days in the entire Taxable period, and (y)
in the case of any Tax based  upon or related  to income or  receipts  be deemed
equal to the amount which would be payable if the relevant  Taxable period ended
on the Closing Date. Any credits relating to a Taxable period that begins before
and ends  after the  Closing  Date  shall be taken  into  account  as though the
relevant Taxable period ended on the Closing Date. All determinations  necessary
to give effect to the foregoing allocations shall be made in a manner consistent
with prior practice of the Company.

            (c) Cooperation on Tax Matters.


                                      -35-
<PAGE>

            (1) Each party hereto shall  cooperate  fully,  as and to the extent
      reasonably  requested by any other party, in connection with the filing of
      Tax Returns  pursuant to this Section and any audit,  litigation  or other
      proceeding  with  respect to Taxes.  Such  cooperation  shall  include the
      retention  and (upon any other  party's  request) the provision of records
      and  information  which  are  reasonably   relevant  to  any  such  audit,
      litigation  or  other  proceeding  and  making  employees  available  on a
      mutually   convenient   basis  to  provide   additional   information  and
      explanation of any material provided hereunder. Seller agrees to cause the
      Company  (A) to retain all books and records  with  respect to Tax matters
      pertinent to the Company  relating to any Taxable period  beginning before
      the Closing Date until the expiration of the statute of limitations  (and,
      to the extent  notified  by  Purchaser,  any  extensions  thereof)  of the
      respective  Taxable  periods,   and  to  abide  by  all  record  retention
      agreements  entered  into  with  any  Taxing  authority,  and  (B) to give
      Purchaser  reasonable written notice prior to transferring,  destroying or
      discarding  any such books and records  and,  if  Purchaser  so  requests,
      Seller shall allow Purchaser to take possession of such books and records.

            (2) Seller further agrees,  upon request, to use his best efforts to
      obtain any certificate or other document from any  governmental  authority
      or any other Person as may be  necessary to mitigate,  reduce or eliminate
      any Tax that could be imposed (including, but not limited to, with respect
      to the transactions contemplated hereby).

            (3) Seller further agrees,  upon request,  to provide Purchaser with
      all  information  that either party may be required to report  pursuant to
      Section  6043  of  the  Code  and  all  Treasury  Department   regulations
      promulgated thereunder.

            (d) Tax  Audits.  Notwithstanding  Section  5.5  hereof,  Seller and
Purchaser  shall  promptly  notify each other in writing upon receipt by Seller,
Parent  or  Purchaser,  as the case may be,  of any  notice  of any tax  audits,
assessments or administrative or court proceedings (a "tax proceeding")  against
the  Company  for  taxable  periods  of such  Person  ending  on or  before,  or
including,  the Closing  Date.  The failure of one party  promptly to notify the
other party of any such tax  proceeding  shall not relieve  either  party of its
indemnification  obligations under Article V, except and only to the extent that
such failure  prejudices the defense of such tax  proceeding.  Seller shall have
the sole  right to  represent  the  Company's  interests  in any tax  proceeding
relating to taxable periods of the Company ended on or prior to the Closing Date
and to employ counsel of his choice at his own expense; provided,  however, that
Purchaser  shall  have the  right to  consult  with  Seller  regarding  such tax
proceedings  and  that  any  settlement  or  other  disposition  of any such tax
proceeding  may only be made with the consent of Purchaser,  which consent shall
not be unreasonably  withheld.  Purchaser shall have the sole right to represent
the Company's interests in any tax proceeding relating to taxable periods ending
after the  Closing  Date and to employ  counsel  of its  choice at its  expense.
Purchaser  shall keep Seller  informed of all material  developments  and events
relating to such tax  proceeding.  Seller and Purchaser  each agree to cooperate
fully with the


                                      -36-
<PAGE>

other and its or their  respective  counsel in the defense against or compromise
of any claim in any tax proceeding

      Section I.14 Assignment of Accounts Receivable.  Immediately following the
June 15,  1999  payment to Seller  pursuant  to the  Accounts  Receivable  Note,
Purchaser shall assign to Seller all Past Due Accounts  Receivable that have not
been  collected by the Company as of June 1, 1999.  On the date of any Indemnity
Claim relating to Section 6.9(c) of this  Agreement,  Purchaser  shall assign to
Seller all accounts receivable comprising such Indemnity Claim.

      Section  7.3  Further  Assurances.  Seller  from  time to time  after  the
Closing,  at  Purchaser's  request,  will  execute,  acknowledge  and deliver to
Purchaser  such other  instruments of conveyance and transfer and will take such
other actions and execute and deliver such other documents,  certifications  and
further  assurances  as Purchaser may  reasonably  require in order to vest more
effectively  in Purchaser,  or to put Purchaser more fully in possession of, the
Shares or any of the assets or  properties  of the Company.  Each of the parties
hereto will  cooperate  with each other party  hereto and execute and deliver to
each other party hereto such other instruments and documents and take such other
actions as may be reasonably  requested from time to time by such other party as
necessary  to carry out,  evidence  and  confirm the  intended  purposes of this
Agreement.

8. MISCELLANEOUS

      Section I.1 Expenses.  Parent and Purchaser,  on the one hand, and Seller,
on the other, shall pay all accounting, consulting, finders, investment banking,
legal and similar fees and expenses incurred by them relating to this Agreement,
the  negotiations  leading  up to this  Agreement  and the  consummation  of the
transactions  contemplated  hereby.  Seller shall pay all such fees and expenses
incurred by the Company.

      Section 8.1 Amendments and Waivers. This Agreement shall not be amended or
modified  except by a writing duly executed by Parent and Seller.  Waiver of any
term or condition  of this  Agreement by any party shall only be effective if in
writing. No waiver by any party of any default, misrepresentation,  or breach of
warranty or covenant  hereunder,  whether intentional or not, shall be deemed to
extend  to any  prior or  subsequent  default,  misrepresentation,  or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue
of any prior or subsequent occurrence.

      Section 8.2 Entire Agreement.  This Agreement,  including the Exhibits and
Schedules hereto and the other instruments,  agreements and documents  delivered
at the  Closing  in  connection  with  the  transactions  contemplated  by  this
Agreement,  contains  all of  the  terms,  conditions  and  representations  and
warranties  agreed  upon by the parties  relating to the subject  matter of this
Agreement and supersedes  all prior  agreements,  negotiations,  correspondence,
undertakings and communications of the parties, oral or written, respecting such
subject  matter,  including  without  limitation  that certain letter of intent,
dated as of January 12, 1999, by and between  Parent and Seller.


                                      -37-
<PAGE>

No party shall be deemed to make any representation, warranty or covenant to any
other party with  respect to this  Agreement  or the  transactions  contemplated
hereby except for the representations, warranties and covenants contained herein
(including  the  Schedules  and  Exhibits  hereto  and any  documents  delivered
pursuant hereto).

      Section  8.3  Headings.  The  headings  contained  in this  Agreement  are
intended  solely for  convenience and shall not affect the rights of the parties
to this Agreement.

      Section  8.4   Notices.   All   notices,   requests,   demands  and  other
communications  made in connection  with this Agreement  shall be in writing and
shall  be  deemed  to have  been  duly  given  (a) on the date of  delivery,  if
delivered to the persons identified below, (b) seven calendar days after mailing
if mailed,  with proper postage,  by certified or registered  first-class  mail,
postage prepaid, return receipt requested, addressed as follows:

      If to Seller:              Mr. J. Richard Shafer
                                 Creative Business Concepts, Inc.
                                 One Technology Drive, Building H
                                 Irvine, California 92618
                                 Telecopy: (949) 727-2403

      With a copy to:            White & McDermott, P.C.
                                 65 William Street
                                 Wellesley, Massachusetts 02481
                                 Telecopy: (781) 237-8120
                                 Attention: David White, Esq.

      If to Parent or            Richton International Corporation
      Purchaser:                 767 Fifth Avenue
                                 New York, New York 10153
                                 Telecopy: (212) 751-0397
                                 Attention: Neal Griffin,
                                            Chief Financial Officer

                                 and

                                 HT Acquisition Corporation
                                 [address]
                                 Telecopy:
                                 Attention: Neal Griffin,
                                            Chief Financial Officer


                                      -38-
<PAGE>

      With a copy to:            Fulbright & Jaworski L.L.P.
                                 666 Fifth Avenue
                                 New York, New York  10103
                                 Telecopy: (212) 752-5958
                                 Attention:  William Bush, Esq.

(c) on the date of receipt if sent by telecopy,  and confirmed in writing in the
manner  set forth in (b) on or before  the next day  after  the  sending  of the
telecopy  or (d) one  business  day after  delivery to a  nationally  recognized
overnight  courier  service  marked for overnight  delivery.  Such addresses and
numbers may be  changed,  from time to time,  by means of a notice  given in the
manner provided in this Section.

      Section I.2 Severability. If any term or other provision of this Agreement
is invalid,  illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the  transactions  contemplated  hereby is not affected in any manner adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as  closely  as  possible  in an  acceptable  manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.

      Section I.3  Assignment.  This  Agreement may not be assigned by any party
without the prior written consent of the other parties.

      Section  I.4  Counterparts.  This  Agreement  may be signed in two or more
counterparts  with the same effect as if the signatures to each counterpart were
upon a single instrument,  and all such counterparts together shall be deemed an
original of this Agreement.  For purposes of this Agreement, a facsimile copy of
a party's signature shall be sufficient to bind such party.

      Section  8.5  Governing  Law.  This  Agreement  shall be  governed  by and
construed in accordance with the law of the State of New York, without regard to
the conflicts of laws principles thereof.

      Section 8.6 Third Parties. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed to
confer  upon or give to any  person  other  than the  parties  hereto  and their
successors  or  assigns  any  rights  or  remedies  under or by  reason  of this
Agreement.

      Section 8.7  Construction.  The parties have  participated  jointly in the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign  statute  or law


                                      -39-
<PAGE>

shall  be  deemed  also  to  refer  to all  rules  and  regulations  promulgated
thereunder,  unless the context requires  otherwise.  The word "including" shall
mean   "including   without   limitation."   The   parties   intend   that  each
representation,  warranty,  and covenant contained herein shall have independent
significance.  If any  party  has  breached  any  representation,  warranty,  or
covenant  contained  herein in any respect,  the fact that there exists  another
representation,  warranty,  or  covenant  relating  to the same  subject  matter
(regardless  of the  relative  levels  of  specificity)  which the party has not
breached shall not detract from or mitigate the fact that the party is in breach
of the first representation, warranty, or covenant. Section 1.1


                                      -40-
<PAGE>

      IN WITNESS  WHEREOF,  the undersigned have duly executed this Agreement as
of the date set forth above.

                                    RICHTON INTERNATIONAL CORPORATION

                                    By:_________________________________________
                                           Fred R. Sullivan
                                            Chairman and Chief Executive Officer

                                    HT ACQUISITION CORPORATION

                                    By:_________________________________________
                                           Fred R. Sullivan
                                            Chairman and Chief Executive Officer

                                    SELLER

                                    ____________________________________________
                                    J. Richard Shafer


                                      -41-