ASSET PURCHASE AGREEMENT


         THIS  ASSET PURCHASE AGREEMENT (the "Agreement"), made  and
   entered  into  as of the 24th day of  July, 1998,  by  and  among
   TENEX  CORPORATION, an Illinois corporation ("Seller"), and  HOME
   PRODUCTS INTERNATIONAL, INC., a Delaware corporation ("Buyer");

                           WITNESSETH: THAT

              WHEREAS,  Seller  owns  and operates  a  manufacturing
   business  ("Seller's  Business") that  includes  a  product  line
   commonly known as the consumer plastic storage product line  (the
   "Product Line"); and

         WHEREAS,  Buyer desires to purchase, and Seller desires  to
   sell, certain of the assets and rights of Seller relating to  the
   Product Line, all on the terms and conditions as hereinafter  set
   forth;

         NOW,  THEREFORE, in consideration of the foregoing recitals
   and  the  mutual covenants and agreements hereinafter set  forth,
   the parties agree as follows:

   1.    DEFINITIONS.  For purposes of this Agreement, the following
   terms shall have the respective meanings ascribed to them below.

         "Authority" shall mean any governmental or regulatory body,
   agency or authority.

         "Base  Price"  shall have the meaning ascribed  thereto  in
   Section 4.1 hereof.

               "Buyer  Indemnified Parties" shall have  the  meaning
   ascribed thereto in Section 13.2 hereof.

         "Closing"  shall mean the consummation of the  transactions
   contemplated  by  this Agreement in accordance  with  Section  11
   hereof.

         "Closing  Date"  shall mean the date on which  the  Closing
   occurs, as described in Section 11 hereof.

         "Consents" shall mean notices to, consents or approvals  of
   or filings with any third party or any Authority.

        "Damages" shall have the meaning ascribed thereto in Section
   13.2 hereof.

               "Design  Patent"  shall  have  the  meaning  ascribed
   thereto in Section 2.1(iv) hereof.

         "Effective  Date"  shall  mean  11:59  p.m.,  on  the  date
   immediately preceding the Closing Date.
<PAGE>
          "Excluded  Assets"  shall  mean  all  of  the  assets  and
   properties of Seller other than the Purchased Assets,  and  shall
   include  (i)  the  tools  identified as M-730005-organizer  (home
   office  top), M-730006-organizer (multipurpose top),  M-730001-3-
   crate  and M-730002-2-bin (each a "Retained Tool"), and (ii)  all
   assets and properties of Seller that are not used or held for use
   exclusively in connection with the Product Line.

         "Future Products" shall mean the potential consumer plastic
   storage  products  under consideration on  the  date  hereof  for
   inclusion  in  the  Product Line as identified  on  Schedule  1-B
   attached hereto.

         "GAAP"  shall mean generally accepted accounting principles
   in  the  United States of America as in effect from time to  time
   and applied consistently throughout the periods involved.

          "HSR  Act"  shall  mean  the  Hart-Scott-Rodino  Antitrust
   Improvements Act of 1976, as amended.

        "Intangible Rights"  shall have the meaning ascribed thereto
   in Section 2.1(iii) hereof.

         "Inventory"  shall  mean Seller's  inventory  of  Products,
   including (i) finished goods, (ii) work in process used  or  held
   for  use  exclusively in connection with the Product Line,  (iii)
   raw materials used or held for use exclusively in connection with
   the  Product  Line (of the types listed on Schedule 1-C  attached
   hereto),  and  (iv) packaging and labels used  or  held  for  use
   exclusively in connection with the Product Line; in the  case  of
   each  of clauses (i) through (iv) above, as such inventory exists
   on the Effective Date.

        "License" shall have the meaning ascribed thereto in Section
   12.3 hereof.

               "Liens"  shall have the meaning ascribed  thereto  in
   Section 6.3 hereof.

         "Manufacturing  Agreement" shall have the meaning  ascribed
   thereto in Section 12.3 hereof.

         "Non-Competition  Period" shall have the  meaning  ascribed
   thereto in Section 12.2 hereof.

         "Open  Orders" shall have the meaning ascribed  thereto  in
   Section 2.1(vi) hereof.

         "Person"  shall  mean any individual, partnership,  limited
   liability   company,   firm,  corporation,  association,   trust,
   unincorporated  organization or other  entity,  as  well  as  any
   syndicate  or  group that would be deemed to be  a  person  under
   Section  13(d)(3)  of the Securities Exchange  Act  of  1934,  as
   amended.

              "Product Line" shall have the meaning ascribed thereto
   in the Recitals hereof.
<PAGE>
         "Products" shall mean the consumer plastic storage products
   included in the Product Line on the date hereof as identified  on
   Schedule 1-A attached hereto.

         "Purchased Assets" shall have the meaning ascribed  thereto
   in Section 2.1 hereof.

         "Purchase Price" shall have the meaning ascribed thereto in
   Section 4.1 hereof.

         "Representative Contracts" shall have the meaning  ascribed
   thereto in Section 3.2 hereof.
   
                "Sales  Excess"  shall  have  the  meaning  ascribed
   thereto in Section 4.2 hereof.

               "Sales  Threshold"  shall have the  meaning  ascribed
   thereto in Section 4.2 hereof

         "Seller's Business" shall have the meaning ascribed thereto
   in the Recitals hereof.

               "Seller  Indemnified Parties" shall have the  meaning
   ascribed thereto in Section 13.4 hereof.

         "Sublease"  shall  have  the meaning  ascribed  thereto  in
   Section 12.3 hereof.

        "Survival Period" shall have the meaning ascribed thereto in
   Section 13.6.2 hereof.

               "Tooling" shall have the meaning ascribed thereto  in
   Section 2.1(vii) hereof.


   2.   SALE OF ASSETS.

         2.1   Purchase and Sale of Assets. On the Closing Date,  as
   hereinafter  specified,  Seller  shall  sell,  assign,  transfer,
   convey and deliver to Buyer, and Buyer shall purchase and acquire
   from  Seller,  the following assets specifically related  to  the
   Product  Line  (hereinafter  collectively  referred  to  as   the
   "Purchased Assets"):

             (i)   All of Seller's rights, title and interest on and
        after the Effective Date in and to its supplier list and its
        customer  list  for the Product Line, copies  of  which  are
        attached hereto as  Schedule 2.1(i), reserving unto  Seller,
        however,  the  right to use said supplier list and  customer
        list  in  connection with product lines of Seller's Business
        other  than the Product Line and for any other purpose  that
        does not result in a violation of Section 12.2 hereof;

             (ii)  The Inventory;
<PAGE>
             (iii)  All  patents, trademarks, service marks,  logos,
        trademark  and service mark registrations, applications  for
        any of the foregoing, trade or business names and copyrights
        owned by, registered to, licensed to, licensed by or used by
        Seller  on the date hereof or on the Effective Date, all  to
        the  extent used exclusively in the manufacture or sale  and
        distribution  of  the Product Line, as  listed  on  Schedule
        2.1(iii)  attached  hereto,  and all  goodwill  specifically
        associated  with the foregoing (collectively, together  with
        the Design Patent, the "Intangible Rights");

             (iv)  The  designs  and  specifications   for  each  of
        the Products and the  Future  Products,  including,  without
        limitation, the  Design  Patent  described  on  Schedule 2.1
        (iv)  hereto;  reserving  unto Seller, however, a perpetual,
        non-assignable, royalty free license  of  the  Design Patent
        for  the  limited  purpose  of   manufacturing,   marketing,
        distributing  and selling  the product  which is the subject
        thereof  for the  office products  market,  including office
        product  superstores,   office   product   and    stationery
        departments  of membership  warehouse clubs, and traditional
        office  channels  of  distribution.  The license reserved to
        Seller  shall, except with respect to Buyer, be an exclusive
        license for  the  24 month period following  the Closing and 
        shall thereafter be a non-exclusive license;

             (v)  All  formulas,  processes,  technical information,
        plans,  drawings  and  know-how,  all  to the extent used by
        Seller exclusively in the manufacture, distribution and sale
        of the Products;
 
             (vi)  All open  purchase  orders  with  respect  to any
        Inventory that has not been shipped as of the Effective Date
        (the "Open Orders");

             (vii)  The  tooling identified  on  Schedule  2.1  (vi)
        attached hereto (the "Tooling");
 
             (viii)  All rights of Seller on and after the Effective
        Date  under or pursuant to all warranties and guaranties, if
        any, made  to  or  for the benefit  of  Seller by suppliers,
        service  providers or contractors in  respect of  the  other
        Purchased Assets; and

             (ix) All of Seller's  books, records and files relating 
        directly and exclusively to the Purchased Assets.

         2.2   Excluded  Assets.  Notwithstanding  anything  to  the
   contrary  contained  herein,  the  Purchased  Assets  shall   not
   include,  and  Buyer  shall  not purchase  or  otherwise  acquire
   pursuant to this Agreement, any right, title or interest in,  any
   of  the  Excluded  Assets;  provided,  however,  that,  following
   Closing, Buyer shall be entitled to make copies of any or all  of
   the Retained Tools at its own expense.

<PAGE>

   3.   ASSUMPTION OF CONTRACTS AND LIABILITIES.

         3.1   Open Orders. On the Closing Date, Buyer shall  assume
   and  agree  to perform Seller's obligations with respect  to  the
   Open  Orders (using Seller as an independent contractor  pursuant
   to   the   Manufacturing  Agreement  during  the  term  thereof),
   including  Seller's obligation to pay commissions  to  its  sales
   representatives  pursuant  to the Representative  Contracts  with
   respect to such Open Orders.
   
         3.2  Other Obligations. Except as set forth in Section  3.1
   hereof, Buyer does not agree to assume, pay or perform, and Buyer
   shall  not  be responsible for, any contract or other obligations
   or  liabilities of Seller, direct or indirect, known or  unknown,
   absolute or contingent.

             3.2.1 Without limiting the generality of the foregoing,
   Buyer  shall  not  assume or be responsible for any  of  Seller's
   contracts  (the  "Representative  Contracts")  with  those  sales
   representatives  for  the  Product Line,  but  Buyer  may  itself
   contract with such sales representatives for sales representation
   of   the  Product  Line.  A  complete  list  of  Seller's   sales
   representatives  for  the  Product Line  is  attached  hereto  as
   Schedule  3.2, and Seller has heretofore delivered  to  Buyer  an
   accurate copy of Seller's Representative Contract with each  such
   sales  representative.   Buyer shall use commercially  reasonable
   efforts  to  engage all of such sales representatives and  Seller
   shall  cooperate with Buyer in all reasonable respects to  enable
   Buyer  to do so; provided, however, that Buyer may terminate  any
   such  engagement at anytime for cause, and otherwise  at  anytime
   after  ninety  (90)  days  following  the  commencement  of  such
   engagement, in each case without obligation to Seller.

             3.2.2 Without limiting the generality of the foregoing,
   Buyer  shall  not  assume  or  be responsible  for  any  rebates,
   allowances  or  credits  due  to any customer  under  any  volume
   rebate,  advertising  allowance, promotional  credit  or  similar
   program  sponsored  by Seller with respect  to  Products  shipped
   prior  to  Closing  (collectively,  "Tenex  Programs").   It   is
   understood  that  Buyer  is  not  obligated  to  continue   Tenex
   Programs,  and  that  Buyer may implement new customer  incentive
   programs  or  include the Product Line in its  existing  customer
   incentive  programs.   Seller shall use  commercially  reasonable
   efforts  to  settle, within thirty (30) days after  Closing,  all
   amounts  due  under Tenex Programs as of Closing.  In  the  event
   that,  after  Closing, any claim is made against  Buyer  for  any
   amount  due  under  Tenex Programs, whether by debit  against  an
   invoice issued by Buyer (a "Customer Debit") or otherwise,  Buyer
   shall  give  Seller prompt written notice thereof  in  reasonable
   detail,  and Seller shall use commercially reasonable efforts  to
   resolve  such  claim with the customer within  thirty  (30)  days
   after  receipt  of such notice.  In the event that  any  Customer
   Debit  is  not  resolved  in such a manner  that  Buyer  receives
   payment  from  the  customer of the debited  amount  within  said
   thirty (30) day period, Seller shall pay such debited amount  (or
   any  unpaid portion thereof) to Buyer within five (5) days  after
   the  expiration of said thirty (30) day period, and, upon Buyer's
<PAGE>
   receipt  of  such  payment  by  Buyer,  Buyer  shall  be   deemed
   automatically  to  have assigned to Seller, without  recourse  or
   warranty,  any  and all claims it may have against  the  customer
   with  respect  to  the  Customer Debit  (or  any  unpaid  portion
   thereof),  without  further  act  or  documentation  between  the
   parties.

   4.   PURCHASE PRICE .
   
         4.1   Purchase Price.  Subject to the satisfaction  of  the
   terms  and  conditions  of this Agreement,  in  payment  for  the
   Purchased  Assets and in consideration of Seller's covenants  and
   agreement  hereunder, Buyer hereby agrees to pay to  Seller,  and
   Seller  agrees to accept, the aggregate sum of:  (i)  $17,000,000
   (the  "Base Price") payable at Closing by wire transfer  of  good
   funds  to  Seller's order, plus or minus the amount, if  any,  by
   which Seller's standard cost for the Inventory, as determined  by
   Seller  and  Buyer pursuant to a physical count of the  Inventory
   undertaken immediately prior to the Closing Date, exceeds  or  is
   less  than  $3,411,625  plus  (ii) the  additional  consideration
   described in Section 4.2 hereof payable at the times and  in  the
   manner   hereinafter  set  forth  (collectively,  the   "Purchase
   Price").
          
         4.2   Additional  Consideration. For each of  the  calendar
   years  1999 and 2000, if Buyer's gross sales of the Products  and
   any  Future  Products manufactured with any of  the  Tooling  (or
   duplicates  of  the Retained Tooling) during such  calendar  year
   equal  at least $20,000,000 (the "Sales Threshold"), Buyer  shall
   pay  to Seller, by wire transfer of good funds to Seller's  order
   at  the  times hereinafter set forth, as additional consideration
   for  the  Purchased Assets, an amount equal to the  sum  of:  (i)
   $500,000 in such calendar year; plus (ii) an amount not to exceed
   $500,000  equal to 10 percent of the amount ("Sales Excess"),  if
   any,  by  which  such  gross sales in such calendar  year  exceed
   $20,000,000. For purposes of this Agreement, "gross sales" of the
   Products  and any such Future Products for any period  means  the
   gross  dollar  amount  thereof (after  all  price  discounts  and
   returns  during  such  period) shipped or invoiced  to  customers
   during such period. The amount specified in clause (i) above  for
   each  such calendar year shall be due and payable in full  on  or
   before  the 30th day after the end of the calendar quarter during
   which  the  Sales Threshold is achieved. The amount specified  in
   clause  (ii) above for each such calendar year shall be  due  and
   payable  in installments on or before the 30th day after the  end
   of  each  calendar quarter during which a Sales Excess  is  first
   achieved  or is increased, with the first such installment  being
   in  an  amount  equal to 10 percent of  the amount of  the  Sales
   Excess achieved in the first such calendar quarter, and with  the
   amount of each subsequent installment being in an amount equal to
   10  percent  of any increase in the Sales Excess achieved  during
   the  calendar  quarter  to  which such installment  relates,  all
   subject to the $500,000 limit set forth in clause (ii) above  for
   each  such  calendar year. From and after Closing and  until  all
   additional consideration provided for in this Section  4.2  shall
   have  been  paid in full, Buyer shall deliver to  Seller,  on  or
   before  the  30th  day  of each calendar  quarter,  a  reasonably
   detailed  report of its gross sales of the Products and any  such
<PAGE>
   Future  Products  shipped  or invoiced to  customers  during  the
   preceding  calendar quarter and year to date, and  of  all  price
   discounts and returns deducted in the computation thereof, all in
   form  and  content reasonably satisfactory to Seller. Seller  and
   its  accountants  shall have the right from  time  to  time  upon
   reasonable prior notice to Buyer, at Seller's expense, to  review
   and  audit  Buyer's  books,  records,  accounts  and  data  bases
   concerning  such gross sales, orders, shipments and  invoices  to
   confirm  the  accuracy  of  Buyer's  reports  thereof;  provided,
   however   that,  if  any  such  review  or  audit  discloses   an
   understatement of gross sales for any calendar year by more  than
   three percent, and such understatement causes there to have  been
   a  shortfall  in the payments of amounts due under  this  Section
   4.2, then Buyer shall pay or reimburse Seller for the entire cost
   thereof promptly upon demand.

        4.3  Allocation. The Purchase Price shall be allocated among
   the  Purchased  Assets in the manner set forth  on  Schedule  4.3
   attached hereto.

   5.   COVENANTS PRIOR TO CLOSING.

         5.1  Conduct of Business.  Seller hereby covenants to Buyer
   as follows from the date hereof through the Closing:

             5.1.1 Seller shall conduct Seller's Business insofar as
   it  relates  to the Product Line only in the usual  and  ordinary
   course  of  business in accordance with past custom and  practice
   (including  maintaining inventory (including  raw  materials  and
   work  in  process) at reasonable levels, placing purchase  orders
   only  for  reasonable quantities, at reasonable prices and  terms
   and  accepting customer orders only for reasonable quantities  at
   reasonable  prices and terms and maintaining good relations  with
   customers,  suppliers  and employees), and  not  enter  into  any
   transactions  or agreements (including any that would  result  in
   the  sale,  lease, transfer, disposal of, or encumbrance  of  any
   Purchased Asset) except in the ordinary course of business.

              5.1.2  Seller  shall continue to pay accounts  payable
   relating  to  the  Purchased Assets in  the  ordinary  course  of
   business  and in accordance with present practice or as otherwise
   required herein.

              5.1.3  Seller shall keep in full force and effect  its
   corporate existence and all rights relating or pertaining to  the
   Purchased Assets.

              5.1.4  Seller shall maintain the Purchased  Assets  in
   good  operating  condition, ordinary wear and tear  excepted,  in
   accordance with past practice and maintain insurance identical to
   that in effect on the date of this Agreement.

              5.1.5  Seller shall maintain Seller's books,  accounts
   and  records relating to the Product Line in accordance with past
   custom and practice.
<PAGE>
              5.1.6 Seller shall promptly inform Buyer in writing of
   any  material adverse change (excluding changes in general market
   or  competitive conditions) relating to the Product Line  and  of
   any  material  variances from the representations and  warranties
   contained in Section 6 hereof.

        5.2  Confidentiality.  Buyer and Seller mutually acknowledge
   that  each may have or may hereafter become privy to confidential
   information of the other, and that unauthorized communication  of
   such  confidential information to third parties could damage  the
   other's  business.  Buyer and Seller therefore mutually agree  to
   take   reasonable   steps  to  insure  that   such   confidential
   information  about  the  other,  obtained  by  Buyer  or  Seller,
   respectively,  or  any  of their respective employees,  officers,
   agents,   attorneys  or  other  representatives,   shall   remain
   confidential  and shall not be disclosed or revealed  to  outside
   sources.   "Confidential  information" includes  information  not
   ordinarily  known  by non-company personnel,  and  includes  such
   information  as  customer lists, supplier lists,  trade  secrets,
   channels  of distribution, pricing policy and records,  inventory
   records  and  other such information normally  understood  to  be
   confidential or otherwise designated as such by Seller or  Buyer,
   respectively.  In addition to the foregoing, that certain  letter
   agreement  between  the  parties regarding confidentiality  dated
   April  17, 1998 remains in full force and effect, is incorporated
   herein by this reference, and, subject to the following sentence,
   shall  govern  and  control  in the  event  of  any  conflict  or
   inconsistency between the terms of said letter agreement and  the
   terms   of   this  Section  5.2.  The  foregoing  confidentiality
   provisions  shall  survive indefinitely the termination  of  this
   Agreement or the closing of the transactions provided for herein.
   Notwithstanding the foregoing: (a) neither Buyer nor Seller shall
   be  required  to  hold  in  confidence information  that  (i)  is
   required  by  law  or court order to be disclosed,  (ii)  becomes
   generally  available  to the public other than  as  a  result  of
   disclosure by such party or (iii) becomes available to such party
   from a third party who, insofar as is known to such party, is not
   subject to a confidentiality obligation to another party; and (b)
   following Closing, Buyer shall have the right to use and disclose
   as  it  sees fit any confidential information obtained  by  Buyer
   that  constitutes or pertains exclusively to the Purchased Assets
   or any of them.

        5.3  Notice of Defaults.  If, prior to Closing, either party
   hereto acquires actual knowledge of any breach or default by  the
   other  party hereto with respect to any representation,  warranty
   or  covenant  of  such other party contained  herein,  the  party
   acquiring such actual knowledge shall give prompt written  notice
   to  the  other  party  of  such breach or default  in  reasonable
   detail.
<PAGE>
         5.4  HSR Act Compliance. The parties hereto shall use their
   respective  best efforts and cooperate with one  another  (i)  to
   effect all filings required of them, respectively, under the  HSR
   Act  in  order  to  be permitted to consummate  the  transactions
   provided for herein, (ii) to obtain the early termination of  the
   waiting  period  under the HSR Act, (iii)  to  furnish  any  non-
   confidential information and documents requested by any Authority
   in   connection   with  such  filings,  and   (iv)   to   resolve
   expeditiously any objections that may be asserted with respect to
   the transaction provided for herein by any Authority pursuant  to
   the  HSR  Act or otherwise.  Each of the parties shall  use  best
   efforts  to make its respective filing referred to in clause  (i)
   above  on  or before July 24, 1998, and shall, as a condition  to
   the  other party's performance hereunder, make such filing in all
   events  on  or  before  July 29, 1998; provided,  however,  that,
   subject  to  Section  10 hereof, neither  party  shall  have  any
   liability to the other party for its failure to file by July  29,
   1998.


   6.    REPRESENTATIONS  OF SELLER.  Seller hereby  represents  and
   warrants  to  Buyer as of the date hereof and as of  the  Closing
   Date,  which  representations and warranties  are  material,  are
   being  relied  upon by Buyer and shall survive  the  Closing,  as
   follows:

         6.1   Seller's  Organization and Authority.   Seller  is  a
   corporation duly organized, validly existing and in good standing
   under the laws of the State of Illinois; has full corporate power
   and  authority to carry on Seller's Business as it is  now  being
   conducted and to own, lease and operate its properties and assets
   and has full corporate power and authority to enter into, execute
   and deliver, and to perform its obligations under, this Agreement
   and  all other agreements, instruments and documents referred  to
   herein  or  contemplated hereby.  Seller has delivered  to  Buyer
   copies  of  Seller's  Articles of Incorporation  and  Bylaws,  as
   currently in effect.

         6.2   Authorization  and  Enforceability.   The  execution,
   delivery  and  performance of this Agreement, and  of  all  other
   agreements,  instruments  and documents  referred  to  herein  or
   contemplated hereby, by Seller have been duly authorized  by  all
   requisite  corporate  action  on  the  part  of  Seller  and  its
   shareholders,  and  this  Agreement  and  all  other  agreements,
   instruments  and  documents referred to  herein  or  contemplated
   hereby  and  executed  by Seller constitute  valid,  binding  and
   enforceable  obligations  of  Seller  in  accordance  with  their
   respective  terms,  subject  to the  enforcement  of  involuntary
   bankruptcy, insolvency, reorganization and other laws of  general
   applicability relating to or affecting creditors' rights  and  to
   general equitable principles.
<PAGE>
         6.3   No  Conflicts. Except as set forth  on  Schedule  6.3
   attached hereto, the execution, delivery and performance of  this
   Agreement, and of all other agreements, instruments and documents
   referred  to  herein or contemplated hereby, and the consummation
   of  the transactions contemplated hereby and thereby by Seller do
   not   and   will  not:   (i)  conflict  with  the   Articles   of
   Incorporation or Bylaws of Seller, in each case as amended as  of
   the  date hereof, or any corporate resolutions of Seller's  Board
   of Directors or shareholders; (ii) conflict with, or result in  a
   breach  or termination of, or constitute a default (or  an  event
   which,  with the giving of due notice or lapse of time, or  both,
   would  constitute a default) or cause or permit the  acceleration
   of  the maturity of or give rise to any right to impose any  fees
   or   penalties  under,  any  agreement,  commitment,   or   other
   instrument, or any order, judgment or decree, to which Seller  is
   a  party  or  by which Seller or any of the Purchased  Assets  is
   bound;  (iii)  result  in  the  creation  or  imposition  of  any
   mortgage,  pledge, lien, charge, security interest or encumbrance
   of  any  kind (collectively, "Liens"), upon the Purchased Assets;
   or  (iv)  subject  to compliance with the HSR Act,  constitute  a
   violation  by  Seller of any law, statute, judgment,  injunction,
   decree,  order  or  other authoritative matter of  any  Authority
   applicable  to  Seller, the enforcement of which  would  have  an
   adverse effect on Seller's ability to consummate the transactions
   contemplated hereby or thereby.

        6.4  Consents.  Except pursuant to the HSR Act and except as
   set  forth  in  Schedule  6.4 attached hereto,  no  Consents  are
   necessary in connection with the execution and delivery by Seller
   of  this  Agreement, or of any other agreements, instruments  and
   documents  referred  to  herein or contemplated  hereby,  or  the
   consummation by Seller of the transactions contemplated herein or
   therein.

         6.5  Litigation. To Seller's actual knowledge, there is  no
   investigation,  audit  or  review by  any  Authority  pending  or
   threatened  with  respect to the Product Line  or  the  Purchased
   Assets  or that would have an adverse effect on Seller's  ability
   to  consummate  the  transactions  and  perform  the  obligations
   contemplated under this Agreement or any of the other agreements,
   instruments  and  documents referred to  herein  or  contemplated
   hereby.   There  are  no  claims, actions, suits  or  proceedings
   pending,   or   to  Seller's  actual  knowledge,  threatened   in
   connection  with  the  operation  of  the  Product  Line  or  the
   Purchased Assets, at law or in equity, before or by any Authority
   or  any  third  party  or that would have an  adverse  effect  on
   Seller's  ability to consummate the transactions and perform  the
   obligations contemplated under this Agreement or any of the other
   agreements,  instruments  and documents  referred  to  herein  or
   contemplated hereby. To Seller's actual knowledge, no  event  has
   occurred and no circumstance exists that could give rise  to,  or
   serve as a basis for, the commencement of any such claim, action,
   suit  or  proceeding.  There is no outstanding  judgment,  order,
   injunction or decree of any Authority or any third party  against
   or affecting the Product Line or the Purchased Assets, and Seller
   has  not been a party to, or bound by, any such judgment,  order,
   injunction or decree.
<PAGE>
         6.6  The Purchased Assets.  Except as set forth in Schedule
   6.6  attached  hereto, Seller is the owner of and  has  good  and
   marketable title to all of the Purchased Assets, free  and  clear
   of all Liens.

         6.7  Condition of Tooling and Inventory. The Tooling is  in
   good  operating condition, ordinary wear and tear  excepted,  and
   none  of the Tooling is in need of maintenance or repairs  except
   for  ordinary  and routine maintenance that is  not  material  in
   nature  or  cost.   The   Inventory  is  in  good  condition  and
   merchantable in the ordinary course of business.

        6.8  Patents, Trademarks, Etc.
   
              6.8.1  Schedule  2.1(iii) sets forth  a  complete  and
   accurate  list  and summary description, including any  royalties
   paid  to or received by Seller, of all contracts relating to  the
   Intangible  Rights to which Seller is a party or by which  Seller
   is bound.  To Seller's actual knowledge, there are no outstanding
   and  no threatened disputes or disagreements with respect to  any
   such agreement.
   
              6.8.2  Seller  is the owner of all right,  title,  and
   interest in and to each of the Intangible Rights, free and  clear
   of  all  Liens,  and,  except  as  otherwise  noted  on  Schedule
   2.1(iii),  has the right to use without payment to a third  party
   all of the Intangible Rights.

              6.8.3  (i) Schedule 2.1(iii) and Schedule 2.1(iv)  set
   forth a complete and accurate list and summary description of all
   the  patents and patent applications for each of the Products and
   the  Future  Products, including, without limitation, the  Design
   Patent (collectively the "Patents").  Seller is the owner of  all
   right,  title,  and interest in and to each of the Patents,  free
   and clear of all Liens.

                    (ii)      All  of  the Patents are currently  in
   substantial compliance with formal legal requirements  (including
   payment  of filing, examination, and maintenance fees),  are,  to
   Seller's  actual knowledge, valid and enforceable,  and  are  not
   subject  to  any  maintenance fees or taxes  falling  due  within
   ninety days after the Closing.
   
                    (iii)     No  Patent  has been  and  or  is  now
   involved   in   any  interference,  reissue,  reexamination,   or
   opposition  proceeding, and, to Seller's actual knowledge,  there
   is no potentially interfering patent or patent application of any
   third party.

                    (iv)      No Patent is infringed or, to Seller's
   actual  knowledge, has been challenged or threatened in any  way,
   and,  to  the  best of Seller's knowledge, none of  the  Products
   infringes  or  is  alleged  to  infringe  any  patent  or   other
   proprietary right of any other Person.

                    (v)  All products made, used, or sold under  the
   Patents have been marked with the proper patent notice.
<PAGE>
              6.8.4 (i) Schedule 2.1(iii) sets forth a complete  and
   accurate  list  and  summary description of  all  trademarks  and
   service  marks,  logos, trademark and service mark  registrations
   (and   applications  therefor),  and  trade  or  business   names
   exclusively  used in the sale and distribution  of  the  Products
   ("Marks").  Seller is the owner of all right, title, and interest
   in and to each of the Marks, free and clear of all Liens.

                    (ii)      To Seller's best knowledge, all  Marks
   that  have  been  registered with the United  States  Patent  and
   Trademark Office are currently in substantial compliance with all
   formal legal requirements (including the timely post-registration
   filing  of  affidavits  of use and incontestability  and  renewal
   applications), are valid and enforceable, and are not subject  to
   any  maintenance  fees or taxes falling due  within  ninety  days
   after the Closing.

                    (iii)    No Mark has been or is now involved  in
   any opposition, invalidation, or cancellation proceeding and,  to
   Seller's  actual  knowledge, no such action  is  threatened  with
   respect to any of the Marks.

                    (iv)     To Seller's actual knowledge, there  is
   no  potentially interfering trademark or trademark application of
   any third party.
   
                    (v)  No Mark is infringed or, to Seller's actual
   knowledge, has been challenged or threatened in any way  and,  to
   the  best of Seller's knowledge, none of the Marks used by Seller
   infringes or is alleged to infringe any trade name, trademark, or
   service mark of any third party.

                    (vi)     All Products containing a Mark bear the
   proper federal registration notice where permitted by law.
 
              6.8.5 (i) Schedule 2.1(iii) sets forth a complete  and
   accurate   list   and  summary  description  of  all   copyrights
   exclusively  used in the sale and distribution  of  the  Products
   ("Copyrights").   Seller is the owner of all  right,  title,  and
   interest in and to each of the Copyrights, free and clear of  all
   Liens.

                    (ii)      To Seller's actual knowledge, all  the
   Copyrights  have been registered and are currently in  compliance
   with  formal  legal requirements, are valid and enforceable,  and
   are  not  subject  to any maintenance fees or  taxes  or  actions
   falling due within ninety days after the date of Closing.

                    (iii)     To the actual knowledge of Seller,  no
   Copyright  is  infringed or has been challenged or threatened  in
   any  way  and none of the subject matter of any of the Copyrights
   infringes  or is alleged to infringe any copyright of  any  third
   party or is a derivative work based on the work of a third party.
 
                    (iv)     All works encompassed by the Copyrights
   have been marked with the proper copyright notice.
<PAGE> 
         6.9   Compliance  with Laws. To Seller's actual  knowledge,
   Seller  has complied in all material respects with all applicable
   laws, rules and regulations relating to the Product Line and  the
   Purchased  Assets.  To Seller's actual knowledge,  no  event  has
   occurred or circumstance exists with respect to the Product  Line
   or  the Purchased Assets that (with or without notice or lapse of
   time) may constitute or result in a violation by Seller of, or  a
   failure  on  the  part of Seller to comply with, any  law,  which
   violation or failure has not been cured.  Seller has not received
   any  notice or other communication (whether oral or written) from
   any  Authority or any other Person regarding any actual, alleged,
   possible  or  potential violation of, or failure to comply  with,
   any law, or any actual, alleged, possible or potential obligation
   on the part of Seller to undertake, or to bear all or any portion
   of the cost of, any remedial action of any nature with respect to
   the Product Line or the Purchased Assets.

        6.10 Conduct of Business.  Since May 4, 1998, the portion of
   Seller's   Business  constituting  the  Product  Line  has   been
   conducted  in  the  ordinary  course  and  consistent  with  past
   practice and there have been no material adverse changes in  such
   business or the Purchased Assets.

         6.11  No Brokers.  Seller has no agreement with any broker,
   finder  or intermediary in connection with this Agreement or  the
   transactions contemplated hereby.

         6.12  Contracts.  Schedule 3.1 sets forth  a  complete  and
   accurate list of all of the Representative Contracts. Except  for
   the  Representative Contracts, Open Orders, open purchase  orders
   issued  by Seller to its suppliers, the items listed on  Schedule
   6.12  attached  hereto and contracts or agreements  that  may  be
   terminated by Tenex upon sixty (60) day's written notice or less,
   Seller  is not a party to (i) any contract or agreement  relating
   exclusively to the Product Line or the Purchased Assets, (ii) any
   lease  or  license of any Purchased Asset, (iii) any  license  of
   intellectual property (excluding any generally available software
   licenses) used in connection with the manufacture or sale of  the
   Products,  or (iv) any contract or agreement (x) that  grants  or
   permits any third party to assert a Lien on any Purchased  Asset,
   (y)  that permits any third party to use any Purchased Asset,  or
   (z)  that  restricts the use or transferability of any  Purchased
   Asset.
<PAGE>
         6.13  Products.  Seller has previously delivered  to  Buyer
   copies  of  all past and present standard warranties extended  by
   Seller  with  respect to the Products. For a period  of  90  days
   following Closing, Seller shall be responsible for all costs  and
   expenses  arising directly from any claims by customers  received
   by  Seller  within  said 90 day period with respect  to  Products
   (whether  shipped  before or after Closing)  based  on  defective
   Products,  violation  of  product  warranties  with  respect   to
   Products, violation of product packaging or labeling requirements
   or  similar  claims; provided, however, that Buyer shall  deliver
   reasonably  detailed notice of each such claim to  Seller  within
   ten (10) days after Buyer receives written or oral notice of such
   claim, Buyer shall deliver a copy of each written customer  claim
   to  Seller within ten (10) days after receipt thereof, and  Buyer
   shall  promptly  refer  all customers asserting  such  claims  to
   Seller. Thereafter, Buyer shall take sole responsibility for  all
   such  claims  and  Seller shall have no liability  or  obligation
   whatsoever with respect to any such claims.
   
         6.14 Sales Volume.  During the fiscal years of Seller ended
   1996,  1997 and 1998 Seller's gross sales (after price  discounts
   and  returns)  of Products in the Product Line were  $10,250,567,
   $15,732,424 and $25,160,616, respectively.

        6.15 Customers and Suppliers.

              (a)    Schedule  2.1(i)  sets  forth  a  complete  and
   accurate  list of customers of the Product Line who  have  placed
   firm orders within the last six (6) months.
   
              (b)    Schedule  2.1(i)  sets  forth  a  complete  and
   accurate  list of suppliers of raw materials relating exclusively
   to the Product Line with whom Tenex has placed firm orders within
   the last six (6) months.
   
             (c)   (i) To Seller's actual knowledge, there exists no
   actual  or  threatened termination, cancellation or any  material
   adverse  change in the business relationship of Seller  with  any
   customer or group of customers of the Product Line;

                    (ii)     To Seller's actual knowledge, there  is
   no customer who accounted for more than three percent of sales of
   the  Products during the Seller's most recently completed  fiscal
   year  who has filed (or has had a filing made on its behalf)  for
   protection  under  Chapter 7 or 11 of the  Bankruptcy  Code,  and
   Seller  has not received written notice that any customers  filed
   for any such protection;

                    (iii)     Seller  has received no actual  notice
   from any supplier of an item material to the production, sale and
   distribution  of the Product Line of any material adverse  change
   in  the price (excluding normal price fluctuations), quality  and
   delivery  terms  and  conditions  on  which  such  supplier  will
   continue to make delivery of such item;
<PAGE>
                    (iv)     As of July 20, 1998, except as noted on
   Schedule  6.15  attached hereto, there are no  unresolved  claims
   against   Seller  to  return  Products  by  reason   of   alleged
   overshipments, defective merchandise or otherwise, in  excess  of
   $10,000 per customer; and

                    (v)  All  sales of Products by Seller  represent
   bona fide transactions.

         6.16  Product  Liability.   To Seller's  actual  knowledge,
   Seller  has no liability (and to Seller's actual knowledge  there
   is  no  basis for any present or future action, suit, proceeding,
   hearing,  investigation,  charge,  complaint,  claim  or   demand
   against Seller giving rise to any liability) arising out  of  any
   injury  to  individuals or property as a result of the ownership,
   possession  or  use  of  any  of  the  Products.   Seller   shall
   indemnify, defend and hold harmless the Buyer Indemnified Parties
   (as defined in Section 13.2  hereof) of, from and against any and
   all  Damages  which  may  at any time be  asserted  or  recovered
   against  or  incurred  or  suffered  by  said  Buyer  Indemnified
   Parties,  or  any of them, arising from, in connection  with,  on
   account  of  or  relating  to any personal  or  other  injury  to
   individuals  or damage to property resulting from the  ownership,
   possession  or  use  of any Products purchased  by  the  ultimate
   consumer within 90 days after the Closing. Buyer shall indemnify,
   defend  and  hold  harmless the Seller  Indemnified  Parties  (as
   defined in Section 13.4  hereof) of, from and against any and all
   Damages which may at any time be asserted or recovered against or
   incurred or suffered by said Seller Indemnified Parties,  or  any
   of  them,  arising  from, in connection with, on  account  of  or
   relating to any personal or other injury to individuals or damage
   to  property resulting from the ownership, possession or  use  of
   any Products purchased by the ultimate consumer more than 90 days
   after  the  Closing.  Any party asserting a claim  for  indemnity
   pursuant to this Section 6.16 shall promptly deliver a reasonably
   detailed  notice of such claim to the other party (but any  delay
   in  giving such notice shall not limit the liability of the other
   party  hereunder,  except to the extent of any prejudice  to  the
   defense or settlement of such claim) and shall promptly refer all
   consumer claimants to the other party.

   7.    REPRESENTATIONS  OF  BUYER.  Buyer  hereby  represents  and
   warrants  to  Seller as of the date hereof and as of the  Closing
   Date,  which  representations and warranties  are  material,  are
   being  relied  upon by Seller and shall survive  the  Closing  as
   provided herein, as follows:

         7.1   Buyer's  Organization  and  Authority.   Buyer  is  a
   corporation duly organized, validly existing and in good standing
   under  the  laws  of the State of Delaware with  full  power  and
   authority to enter into, execute and deliver, and to perform  its
   obligations  under,  this  Agreement and  all  other  agreements,
   instruments  and  documents referred to  herein  or  contemplated
   hereby.
<PAGE>
         7.2   Authorization  and  Enforceability.   The  execution,
   delivery  and  performance  of  this  Agreement  and  all   other
   agreements,  instruments  and documents  referred  to  herein  or
   contemplated  hereby, by Buyer have been duly authorized  by  all
   requisite  corporate  action  on  the  part  of  Buyer  and   its
   shareholders,  and  this  Agreement  and  all  other  agreements,
   instruments  and  documents referred to  herein  or  contemplated
   hereby  and  executed  by  Buyer constitute  valid,  binding  and
   enforceable obligations of Buyer in accordance with their  terms,
   subject to the enforcement of involuntary bankruptcy, insolvency,
   reorganization  and other laws of general applicability  relating
   to  or  affecting  creditors rights'  and  to  general  equitable
   principles.

         7.3  No Conflicts.  The execution, delivery and performance
   of  this Agreement, and of all other agreements, instruments  and
   documents  referred  to herein or contemplated  hereby,  and  the
   consummation of the transactions contemplated hereby and  thereby
   by  Buyer do not and will not:  (i) conflict with the Articles of
   Incorporation or Bylaws of Buyer, in each case as amended to  the
   date  hereof,  or any corporate resolutions of Buyer's  Board  of
   Directors  or shareholders; (ii) conflict with, or  result  in  a
   breach  or  termination of, constitute a  default  (or  an  event
   which,  with the giving of due notice or lapse of time, or  both,
   would  constitute a default) or cause or permit the  acceleration
   of  the maturity of or give rise to any right to impose any  fees
   or   penalties  under,  any  agreement,  commitment,   or   other
   instrument, or any order, judgment or decree, to which Buyer is a
   party  or by which Buyer is bound; or (iii) subject to compliance
   with  the  HSR Act, constitute a violation by Buyer of  any  law,
   statute,   judgment,   injunction,   decree,   order   or   other
   authoritative  matter of any Authority applicable to  Buyer,  the
   enforcement  of  which would have an adverse  effect  on  Buyer's
   ability  to  consummate the transactions contemplated  hereby  or
   thereby.

         7.4  Consents.  Except pursuant to the HSR Act, no Consents
   are  necessary in connection with the execution and  delivery  by
   Buyer of this Agreement, and of all other agreements, instruments
   and  documents referred to herein or contemplated hereby, or  the
   consummation by Buyer of the transactions contemplated herein  or
   therein.
<PAGE>
         7.5  Litigation.  To Buyer's actual knowledge, there is  no
   investigation  or review by any Authority pending  or  threatened
   with  respect to Buyer which would have a material adverse effect
   on Buyer's ability to consummate the transactions and perform the
   obligations contemplated under this Agreement or any of the other
   agreements,  instruments  and documents  referred  to  herein  or
   contemplated  hereby.  There are no claims,  actions,  suits  and
   proceedings  pending,  or to Buyer's actual knowledge  threatened
   (and  no  notice has been given to Buyer), in connection with  or
   otherwise affecting Buyer, at law or in equity, before or by  any
   Authority  or third party, which would have an adverse effect  on
   Buyer's  ability to consummate the transactions and  perform  the
   obligations contemplated under this Agreement or any of the other
   agreements,  instruments  and documents  referred  to  herein  or
   contemplated  hereby.  There is no outstanding  judgment,  order,
   injunction or decree of any Authority or any third party  against
   or  affecting Buyer, and Buyer has not been a party to, or  bound
   by,  any such judgment, order, injunction or decree, which  would
   have  an  adverse  effect on Buyer's ability  to  consummate  the
   transactions and perform the obligations contemplated under  this
   Agreement.

         7.6  No Brokers.  Buyer has dealt with no broker, finder or
   intermediary   in   connection  with  this   Agreement   or   the
   transactions  contemplated hereby, except  for  Chapman  Partners
   L.L.C., for whose commission Buyer shall be solely responsible.


   8.     CONDITIONS   PRECEDENT   TO  BUYER'S   PERFORMANCE.    The
   obligations  of  Buyer to purchase the Purchased  Assets  and  to
   consummate the other transactions contemplated herein pursuant to
   the  terms of this Agreement are subject to the satisfaction,  at
   or  prior  to  the  Closing, of each of the  conditions  of  this
   Section  8.   Buyer may waive any or all of these  conditions  in
   whole or in part, but no such waiver shall constitute a waiver by
   Buyer  of any of its other rights or remedies at law or in equity
   under this Agreement.  No condition shall be deemed to have  been
   waived  by  Buyer unless such waiver is contained  in  a  writing
   specifically referring to this provision and signed by Buyer.

          8.1   Representations  and  Warranties  of  Seller.    The
   representations  and  warranties  of  Seller  contained  in  this
   Agreement  shall  be  true and correct in  all  respects  at  the
   Closing with the same force and effect as if made at the Closing.

        8.2  Compliance.  Seller shall have performed, complied with
   and  fulfilled all of its covenants, agreements, obligations  and
   conditions  required by this Agreement to be performed,  complied
   with or fulfilled at or prior to the Closing.

         8.3   Litigation.   No  order,  decree  or  ruling  of  any
   governmental authority or court shall have been entered,  and  no
   governmental  action,  suit, claim, investigation  or  proceeding
   seeking  to  restrain or invalidate the transactions contemplated
   by  this Agreement or seeking damages from Buyer by reason of the
   transactions contemplated by this Agreement shall be  pending  or
   threatened.
<PAGE>
         8.4   Consents. All Consents necessary for the consummation
   of  the  transactions provided for herein (including pursuant  to
   the HSR Act) shall have been obtained.
     
         8.5   Closing  Deliveries.  Buyer shall have received  from
   Seller  all  of  the  instruments, documents  and  considerations
   described in Section 11.1, and the form and substance of all such
   deliveries  shall be reasonably satisfactory in all  respects  to
   Buyer and its counsel.

   9.     CONDITIONS   PRECEDENT  TO  SELLER'S   PERFORMANCE.    The
   obligations  of  Seller  to  sell the  Purchased  Assets  and  to
   consummate the other transactions contemplated herein pursuant to
   the  terms of this Agreement are subject to the satisfaction,  at
   or  prior  to  the  Closing, of each of the  conditions  of  this
   Section  9.   Seller may waive any or all of these conditions  in
   whole or in part, but no such waiver shall constitute a waiver by
   Seller of any of its other rights or remedies at law or in equity
   under this Agreement.  No condition shall be deemed to have  been
   waived  by  Seller unless such waiver is contained in  a  writing
   specifically referring to this provision and signed by Seller.
   
          9.1    Representations  and  Warranties  of  Buyer.    The
   representations  and  warranties  of  Buyer  contained  in   this
   Agreement  shall  be  true and correct in  all  respects  at  the
   Closing with the same force and effect as if made at the Closing.

         9.2  Compliance.  Buyer shall have performed, complied with
   and  fulfilled  in  all  respects all the covenants,  agreements,
   obligations  and  conditions required by  this  Agreement  to  be
   performed,  complied with or fulfilled by it at or prior  to  the
   Closing.

         9.3   Litigation.   No  order,  decree  or  ruling  of  any
   governmental authority or court shall have been entered,  and  no
   governmental  action,  suit, claim, investigation  or  proceeding
   seeking  to  restrain or invalidate the transactions contemplated
   by this Agreement or seeking damages from Seller by reason of the
   transactions contemplated by this Agreement shall be  pending  or
   threatened.

        9.4  Consents. All Consents necessary to be obtained for the
   consummation  of the transactions provided for herein  (including
   pursuant to the HSR Act) shall have been obtained.

         9.5   Closing Deliveries.  Seller shall have received  from
   Buyer  all  of  the  instruments,  documents  and  considerations
   described in Section 11.2, and the form and substance of all such
   deliveries  shall be reasonably satisfactory in all  respects  to
   Seller and its counsel.

   10.   TERMINATION.   In  addition to the termination  rights  set
   forth  elsewhere  in this Agreement or otherwise available,  this
   Agreement shall be subject to termination as set forth below.  In
   the  event  of  any such termination, the parties shall  have  no
   further  obligations to each other, except as otherwise  provided
   herein.
<PAGE>
        10.1 Termination by Mutual Agreement.  This Agreement may be
   terminated  by  the mutual agreement in writing  of  all  of  the
   parties at any time prior to the Closing.

          10.2  Termination  by  Buyer.   This  Agreement  and   any
   obligations of Buyer hereunder (other than its obligations  under
   Section  5.2,  Section  13.2  and Section  14.1  hereof)  may  be
   terminated  by  Buyer  upon  written notice  to  Seller,  if  any
   condition  to Buyer's performance contained herein  (i)  has  not
   been  satisfied by the Closing Date due to no fault of Buyer  and
   remains  unsatisfied for a period following the Closing  Date  of
   ten  (10) days after written notice thereof from Buyer to Seller,
   or  (ii)  in  the  case of a failure to make an  HSR  Act  filing
   pursuant  to Section 5.4 hereof, has not been satisfied  by  July
   29,  1998.  If this Agreement is terminated by Buyer pursuant  to
   clause (i), but not clause (ii), of the preceding sentence due to
   a  breach by Seller, Buyer may pursue whatever rights or remedies
   it may have against Seller arising out of any such breach of this
   Agreement.
   
          10.3  Termination  by  Seller.   This  Agreement  and  any
   obligations of Seller hereunder (other than its obligations under
   Section  5.2,  Section  13.1  and Section  14.1  hereof)  may  be
   terminated  by  Seller upon written notice to Buyer at  any  time
   prior  to  or  at  the  Closing, if  any  condition  to  Seller's
   performance (i) has not been satisfied by the Closing Date due to
   no fault of Seller and remains unsatisfied for a period following
   the  Closing  Date of ten (10) days after written notice  thereof
   from Seller to Buyer, or (ii) in the case of a failure to make an
   HSR  Act  filing  pursuant to Section 5.4 hereof,  has  not  been
   satisfied  by July 29, 1998.  If this Agreement is terminated  by
   Seller  pursuant  to  clause (i), but not  clause  (ii),  of  the
   preceding  sentence  due to a breach by Buyer,  then  Seller  may
   pursue  whatever  rights or remedies it may  have  against  Buyer
   arising out of any such breach of this Agreement.

   11.   CLOSING.   The Closing shall take place  on  the  later  of
   August   14,  1998  or  the  next  business  day  following   the
   termination of the waiting period under the HSR Act, or  on  such
   other  date as the parties may agree (the "Closing Date") at  the
   offices  of  Barack  Ferrazzano Kirschbaum  Perlman  &  Nagelberg
   identified in Section 14 hereof, at 10:30 a.m.

         11.1 Delivery of Documents by Seller.  Seller shall deliver
   the  following agreements, documents and instruments to Buyer  on
   the  Closing Date, in form and substance as required by the terms
   of  this Agreement and otherwise in form and substance reasonably
   acceptable to Buyer's counsel:

             11.1.1    Possession of the Purchased Assets (except to
   the   extent   that  the  Manufacturing  Agreement   contemplates
   retention  thereof  by  Seller), free  and  clear  of  all  Liens
   (including those listed on Schedule 6.6), together with documents
   and  instruments of transfer for the Purchased Assets,  including
   bills  of sale for all tangible Purchased Assets, and assignments
   (in recordable or registerable form, if applicable) of intangible
   Purchased  Assets, subject, in the case of the Design  Patent  to
   the reserved license referred to in Section 2.1(iv) hereof.
<PAGE>
              11.1.2    A certificate, duly executed by an executive
   officer  of  Seller, (i) certifying and reaffirming, as  of  such
   date,   the   truth,  completeness  and  accuracy   of   Seller's
   representations  and  warranties  set  forth  herein,  and   (ii)
   certifying Seller's compliance as of such date with all terms and
   conditions hereof.

              11.1.3    A certified copy of (i) Seller's Articles of
   Incorporation from the Illinois Secretary of State, (ii) Seller's
   Bylaws from Seller's secretary, and (iii) resolutions of Seller's
   Board   of   Directors   authorizing  the  execution,   delivery,
   performance and consummation of the transactions described herein
   from   Seller's  secretary;  and  a  Certificate  of   Incumbency
   identifying  the  then  current  officers  of  Seller  and  their
   respective  positions  executed by the  Seller's  secretary;  and
   current  Certificates of Good Standing of Seller  issued  by  the
   Illinois Secretary of State.

               11.1.4     Letters  to  Seller's  customers  for  the
   Products, duly signed by Seller, apprising such Customers of  the
   sale of the Product Line to Buyer.
   
              11.1.5     Original counterparts of the  License,  the
   Sublease  and  the  Manufacturing  Agreement,  duly  executed  by
   Seller.

              11.1.6     An  opinion of Seller's  counsel  regarding
   Seller's  good standing, power and authority to enter  into  this
   Agreement  and  the  transactions provided for  herein,  and  the
   absence of conflicts with Seller's Articles of Incorporation, By-
   laws and resolutions.

             11.1.7    Such other documents, instruments, deliveries
   and  possession  as  are  required  by  this  Agreement,  or  are
   otherwise necessary to effectuate fully the transactions provided
   for herein.

         11.2  Delivery  of Documents and Payment by  Buyer.   Buyer
   shall  execute and deliver or cause to be delivered the following
   agreements, documents, instruments and payments to Seller on  the
   Closing  Date, in form and substance as required by the terms  of
   this  Agreement  or  otherwise in form and  substance  reasonably
   acceptable to Seller's counsel:

              11.2.1    A written assumption of the Open Orders  and
   the Representative Contracts designated by Buyer.

              11.2.2     The  Base Price, by wire transfer  of  good
   funds to Seller's order.

             11.2.3    A certificate, duly executed by an officer of
   Buyer, certifying and reaffirming as of the Closing Date, (i) the
   truth,  completeness and accuracy of Buyer's representations  and
   warranties   contained  herein,  and  (ii)   certifying   Buyer's
   compliance  as of the Closing Date with all terms and  conditions
   hereof.
<PAGE>
              11.2.4    A certified copy of (i) Buyer's Articles  of
   Incorporation from the Delaware Secretary of State, (ii)  Buyer's
   Bylaws  from Buyer's secretary, and (iii) resolutions of  Buyer's
   Board   of   Directors   authorizing  the  execution,   delivery,
   performance and consummation of the transactions described herein
   from   Buyer's   secretary;  and  a  Certificate  of   Incumbency
   identifying  the  then  current  officers  of  Buyer  and   their
   respective  positions  executed by  the  Buyer's  secretary;  and
   current  Certificates of Good Standing of  Buyer  issued  by  the
   Delaware Secretary of State.

              11.2.5     Original counterparts of the  License,  the
   Sublease and the Manufacturing Agreement, duly executed by Buyer.

              11.2.6     An  opinion  of Buyer's  counsel  regarding
   Buyer's  good  standing, power and authority to enter  into  this
   Agreement  and  the  transactions provided  for  herein  and  the
   absence of conflicts with Buyer's Articles of Incorporation,  By-
   laws and resolutions.

               11.2.7     Such  other  documents,  instruments   and
   deliveries  as  are required by this Agreement, or are  otherwise
   necessary  to  effectuate  fully the  transactions  provided  for
   herein.

   12.  POST-CLOSING COVENANTS.

         12.1  Further Assurances.  At any time, and  from  time  to
   time, without additional consideration, the parties agree to take
   such  actions,  cause  such proceedings  to  occur  and  prepare,
   execute  and deliver all such further documents, instruments  and
   agreements  which may be reasonably requested  by  Buyer  or  its
   counsel  or by Seller or its counsel in order to more effectively
   transfer  title to the Purchased Assets to Buyer, or to  evidence
   Buyer's assumption of obligations, or to effectuate and carry out
   any provision of this Agreement and the transactions provided for
   herein.

        12.2 Non-Compete.

             12.2.1    As a significant inducement to Buyer to enter
   into and to perform its obligations under this Agreement,  Seller
   and Albert B. Cheris ("Cheris") agree that,  for a period of five
   (5)  years  (which period shall be extended during any period  of
   noncompliance)  after  the  Closing  Date  (the  "Non-Competition
   Period"),  they shall not, directly or indirectly, for their  own
   benefit  or for the benefit of any other Person, engage in,  own,
   manage,  control or participate or maintain any interest  in  any
   business  or  entity engaged in any way in the  business  of  the
   manufacture or distribution in North America of consumer  plastic
   storage  products competitive with the Product Line or of plastic
   storage  products that are substantially similar to the  Products
   (whether such substantially similar plastic storage products  are
   sold  through  consumer  or  office  channels  of  distribution);
   provided,  however,  that,  notwithstanding  the  foregoing,  the
   exploitation  of the Retained Tools by Seller (limited,  however,
   to  the  manufacture of products for the office  products  market
<PAGE>
   (including   office  product  superstores,  office  product   and
   stationery   departments  of  membership  warehouse  clubs,   and
   traditional  office product channels of distribution)  using  the
   Retained  Tools and the marketing, distribution and sale  thereof
   to the office product market as part of Seller's Business) is not
   prohibited  by and shall not constitute a breach of this  Section
   12.2.1;   and   provided  further  that  the   parties   mutually
   acknowledge  and  agree  that Seller's "MediaWorx"  and  "Desktop
   Tools"  product lines, as more specifically described in Schedule
   12.2.1 attached hereto, including the media storage products  and
   the  filing,  accessory and sorting products  (and  any  products
   substantially similar thereto) now or hereafter included therein,
   do  not  constitute  consumer plastic storage products,  are  not
   competitive  with  the  Product Line and  are  not  substantially
   similar  to  the Products; and provided further that the  parties
   mutually  acknowledge and agree that a sale of Seller's Business,
   in  whole or in part, or of any of the assets thereof to a  third
   party  purchaser  not  directly  or  indirectly  affiliated  with
   Cheris,  and the ownership of such business or assets  thereafter
   by such third party purchaser, is not prohibited by and shall not
   constitute  a  breach of this Section 12.2.1, regardless  of  the
   identity  or  business of such purchaser. For  purposes  of  this
   Section 12.2.1, subject to the foregoing provisos, a product will
   be  deemed  to be competitive with the Product Line if  it  is  a
   plastic storage product sold through traditional consumer or mass
   merchandising   channels  of  distribution  (such   as,   without
   limitation, K Mart, WalMart and Target).

              12.2.2    Neither party to this Agreement shall, prior
   to   or  during  the  Non-Competition  Period:  (i)  directly  or
   indirectly (x) induce or assist any Person in any way to  induce,
   any  current or future employee of the other party to  leave  its
   employ  or (y) hire or assist any Person in any way to  hire  any
   current or future employee of the other party (provided, however,
   that  Buyer  may offer employment following the date  hereof  for
   employment  after Closing to Eric Buresch, and  Seller  will  not
   attempt  to dissuade him from accepting any such offer); or  (ii)
   interfere  with or attempt to interfere with the relationship  of
   the  other party with any current or future customer or  supplier
   of the other party.

              12.2.3     If,  at  the  time of enforcement  of  this
   Section 12.2, a court shall hold that the duration, scope or area
   restrictions  stated herein are unreasonable, the  parties  agree
   that  the  maximum reasonable duration, scope or  area  shall  be
   substituted by such court for the stated duration, scope or area.
   The  parties hereto and Cheris acknowledge the uncertainty of the
   law  in  this respect and expressly stipulate that this Agreement
   shall  be  given  the construction which renders  its  provisions
   valid  and  enforceable  to  the maximum  extent  possible  under
   applicable law.
<PAGE>
              12.2.4    Buyer, Seller and Cheris each recognize  and
   affirm  that in the event of breach by such party of any  of  the
   provisions  of  this  Section  12.2,  money  damages   would   be
   inadequate and the other party would have no adequate  remedy  at
   law.  Accordingly, each party agrees that the non-breaching party
   shall  have  the  right,  in addition to  any  other  rights  and
   remedies existing in its favor, to enforce its rights and each of
   the  breaching  party's obligations under this Section  12.2  not
   only  by an action or actions for damages, but also by an  action
   or  actions  for  specific performance, injunction  and/or  other
   equitable  relief or order to enforce or prevent  any  violations
   (whether  anticipatory,  continuing or  future)  of  any  of  the
   provisions of this Section 12.2, without the necessity of posting
   bond.

         12.3  Transition of Operations. Following the Closing  Date
   (i) Seller shall manufacture the Products for Buyer through March
   31,  1999  pursuant  to  the terms of the Manufacturing  Services
   Agreement  attached  hereto  as  Exhibit  A  (the  "Manufacturing
   Agreement"),  and  (ii) Seller will sublease  to  Buyer  Seller's
   warehouse for the Products pursuant to the terms of the  Sublease
   attached  hereto as Exhibit B (the "Sublease"), and  (iii)  Buyer
   may   use   Seller's  registered  trademark  "Tenex"  solely   in
   connection with the Products and any Future Products pursuant  to
   the  terms of the Trademark License Agreement attached hereto  as
   Exhibit C (the "License").

   13.  INDEMNIFICATION.

         13.1  Survival;  Right to Indemnification not  Affected  by
   Investigation.    Subject   to   Section   13.6.2   hereof,   all
   representations,  warranties, covenants and obligations  in  this
   Agreement,  the schedules hereto and any certificate or  document
   delivered  pursuant to this Agreement will survive  the  Closing.
   The  right to indemnification, payment of Damages (as defined  in
   Section  13.2)  or  other remedy based on  such  representations,
   warranties,  covenants, and obligations will not be  affected  by
   any  investigation  conducted with respect  to  the  accuracy  or
   inaccuracy   of  or  compliance  with  any  such  representation,
   warranty, covenant, or obligation, except to the extent that  the
   party  asserting any claim for indemnification,  Damages  or  any
   other  remedy had actual knowledge on or before the Closing  Date
   of  any  breach  of  such representation, warranty,  covenant  or
   obligation.  The waiver of any condition based on the accuracy of
   any  representation  or  warranty, or on the  performance  of  or
   compliance  with any covenant or obligation, will not affect  the
   right  to  indemnification, payment of Damages, or  other  remedy
   based   on   such  representations,  warranties,  covenants   and
   obligations,  except to the extent that the party  asserting  any
   claim for indemnification, Damages or any other remedy had actual
   knowledge  on  or before the Closing Date of any breach  of  such
   representation, warranty, covenant or obligation.
<PAGE>   
         13.2  Seller's  Indemnification.  Seller  shall  indemnify,
   defend  and  hold  harmless Buyer, and each of its  shareholders,
   affiliates,  officers,  directors, managers,  agents,  attorneys,
   accountants   and   employees,  and  each  of  their   respective
   successors  and assigns (all collectively, the "Buyer Indemnified
   Parties"),  of,  from  and against, any  and  all  loss,  claims,
   damages,   suits,   actions,  causes  of   action,   liabilities,
   penalties,  judgments,  decrees, costs  and  expenses,  including
   reasonable  attorneys' fees and costs (collectively,  "Damages"),
   which  may  at  any  time  be asserted or  recovered  against  or
   incurred or suffered by said Buyer Indemnified Parties, or any of
   them,  arising  from,  in  connection with,  on  account  of,  or
   relating   to  (i)  the  untruth,  incompleteness  or  misleading
   character  of any representation or warranty of Seller set  forth
   herein  (or  in any document or certificate delivered  by  Seller
   pursuant  to  this Agreement) in any material respect,  and  (ii)
   Seller's  breach or default of any covenant, agreement,  term  or
   condition contained herein.
   
         13.3  Shareholder's Indemnification.   Cheris  and  Seller,
   jointly  and severally, shall indemnify, defend and hold harmless
   the  Buyer Indemnified Parties of, from and against any  and  all
   Damages which may at any time be asserted or recovered against or
   incurred or suffered by said Buyer Indemnified Parties, or any of
   them,  arising  from,  in  connection with,  on  account  of,  or
   relating to any breach or default by Cheris or Seller of  any  of
   the  covenants, terms or conditions contained in Section 12.2  of
   this  Agreement;  provided, however, that Cheris  shall  have  no
   liability  or  obligation whatsoever under this Section  13.3  or
   otherwise  with respect to any such breach or default  by  Seller
   that occurs at a point in time when neither Cheris nor members of
   his  immediate family nor any entity controlled by  him  owns  or
   controls,  directly  or  indirectly, a  majority  of  the  voting
   securities of Seller.

         13.4  Buyer's Indemnification.  Buyer agrees to  indemnify,
   defend  and  hold  harmless  Seller and  each  of  its  officers,
   directors,  shareholders,  agents,  attorneys,  accountants   and
   employees,  and each of their respective successors  and  assigns
   (all  collectively, the "Seller Indemnified Parties"),  of,  from
   and  against,  any  and all Damages which  may  at  any  time  be
   asserted  or  recovered  against  or  incurred  by  said   Seller
   Indemnified Parties, or any of them, arising from, in  connection
   with,   on   account  of,  or  relating  to  (i)   the   untruth,
   incompleteness  or misleading character of any representation  or
   warranty  of  Buyer  set  forth herein (or  in  any  document  or
   certificate delivered by Buyer pursuant to this Agreement) in any
   material  respect, and (ii) Buyer's breach or default  under  any
   covenant, agreement, term or condition contained herein.
<PAGE>
        13.5 Procedure for Indemnification_Third Party Claims.

              13.5.1     Subject to Section 13.6.2 hereof,  promptly
   after receipt by an indemnified party under Section 13.2 or 13.4,
   of  notice of the commencement of any proceeding against it, such
   indemnified  party  will, if a claim is to  be  made  against  an
   indemnifying  party under such Section, promptly give  notice  to
   the indemnifying party of the commencement of such claim, but the
   failure  promptly  to  notify  the indemnifying  party  will  not
   relieve the indemnifying party of any liability that it may  have
   to  any  indemnified party, except to the extent that the defense
   or  settlement  of such action is prejudiced by the  indemnifying
   party's failure to give such notice.

              13.5.2     If  any proceeding referred to  in  Section
   13.5.1  is  brought  against an indemnified party  and  it  gives
   notice  to  the  indemnifying party of the commencement  of  such
   proceeding,   the  indemnifying  party  will   be   entitled   to
   participate in such proceeding and, to the extent that it  wishes
   (unless  (i)  the  indemnifying party is also  a  party  to  such
   proceeding  and the indemnified party determines  in  good  faith
   that joint representation would be materially prejudicial to  the
   indemnified party or would be a prohibited conflict of  interest,
   or  (ii)  the indemnifying party fails to provide such reasonable
   assurance as may be requested in writing by the indemnified party
   of  its  financial capacity to defend such proceeding and provide
   indemnification with respect to such proceeding), to  assume  the
   defense  of  such proceeding with counsel reasonably satisfactory
   to  the indemnified party and, after notice from the indemnifying
   party  to  the  indemnified party of its election to  assume  the
   defense  of such proceeding, the indemnifying party will not,  as
   long  as  it diligently conducts such defense, be liable  to  the
   indemnified  party under this Section 13 for any  fees  of  other
   counsel or any other expenses with respect to the defense of such
   proceeding, in each case subsequently incurred by the indemnified
   party in connection with the defense of such proceeding.  If  the
   indemnifying  party  assumes the defense  of  a  proceeding,  (i)
   unless  otherwise specified in writing by the indemnifying party,
   it   will  be  conclusively  established  for  purposes  of  this
   Agreement that the claims made in that proceeding are within  the
   scope  of  and subject to indemnification; (ii) no compromise  or
   settlement  of  such claims may be effected by  the  indemnifying
   party without the indemnified party's consent unless (A) there is
   no  finding or admission of any violation of law or any violation
   of  the rights of any of the indemnified parties and no effect on
   any  other claims that may be made against the indemnified party,
   and  (B)  the sole relief provided is monetary damages  that  are
   paid in full by the indemnifying party; and (iii) the indemnified
   party  will  have no liability with respect to any compromise  or
   settlement  of  such  claims effected without  its  consent.   If
   notice  is given to an indemnifying party of the commencement  of
   any  proceeding and the indemnifying party does not,  within  ten
   (10)  days  after the indemnified party's notice is  given,  give
   notice  to  the indemnified party of its election to  assume  the
   defense of such proceeding, the indemnifying party will be  bound
   by any determination made in such proceeding or any compromise or
   settlement  effected by the indemnified party if the claims  made
   in  such  proceeding  are  within the scope  of  and  subject  to
   indemnification.
<PAGE>
               13.5.3     Notwithstanding  the  foregoing,   if   an
   indemnified  party  determines in good  faith  that  there  is  a
   reasonable probability that a proceeding may adversely affect  it
   or  its affiliates other than as a result of monetary damages for
   which  it  would  be  entitled  to  indemnification  under   this
   Agreement,  the  indemnified party may, at  its  own  expense  by
   notice  to the indemnifying party, assume the exclusive right  to
   defend,   compromise,   or  settle  such  proceeding,   but   the
   indemnifying  party will not be bound by any determination  of  a
   proceeding so defended or any compromise or settlement effected.
   
        13.6 Limitations.

              13.6.1     Notwithstanding anything  to  the  contrary
   contained  herein:  the indemnifying party shall not be  required
   to  indemnify the indemnified party pursuant to this  Section  13
   unless  and  until,  and only to the extent that,  the  aggregate
   Damages  suffered  by the indemnified party  on  account  of  all
   breaches of representations, warranties, covenants and agreements
   of  the  indemnifying  party shall exceed $100,000.00;  provided,
   however, that the obligations set forth in Section 3.2.2, Section
   6.16  and Section 12.2 shall not be subject to the limitation  of
   this Section 13.6.1.

              13.6.2     If the Closing occurs, Seller will have  no
   liability (for indemnification or otherwise) with respect to  (i)
   any   representation  or  warranty,  or  (ii)  any  covenant   or
   obligation to be performed and complied with prior to the Closing
   Date,  other than those in Sections 6.2, 6.3, 6.5, 6.6  and  6.11
   unless,  within  five  hundred and forty  (540)  days  after  the
   Closing  Date (the "Survival Period"), Buyer notifies  Seller  in
   writing of a claim specifying the factual basis of that claim  in
   reasonable detail under the circumstances.  A claim with  respect
   to   Section  6.2,  6.3,  6.5,  6.6  or  6.11,  or  a  claim  for
   indemnification  or  reimbursement based  upon  any  covenant  or
   obligation  to be performed and complied with after  the  Closing
   Date,  may be made without regard to the Survival Period (subject
   to  the applicable statute of limitation relating to breaches  of
   written  contracts), and a claim for indemnification with respect
   to  any  bona  fide  third party suit subject to  indemnification
   hereunder may be made at any time.  If the Closing occurs,  Buyer
   will  have  no liability (for indemnification or otherwise)  with
   respect  to  (i)  any  representation or warranty,  or  (ii)  any
   covenant or obligation to be performed and complied with prior to
   the  Closing Date, other than those in Sections 7.2, 7.3, 7.5 and
   7.6, unless, within the Survival Period, Seller notifies Buyer of
   a  claim specifying the factual basis of that claim in reasonable
   detail  under the circumstances.  A claim with respect to Section
   7.2,  7.3,  7.5  or  7.6,  or  a  claim  for  indemnification  or
   reimbursement  based  upon  any  covenant  or  obligation  to  be
   performed  after the Closing Date, may be made without regard  to
   the  Survival  Period  (subject  to  the  applicable  statute  of
   limitations  relating to breaches of written  contracts),  and  a
   claim  for  indemnification with respect to any bona  fide  third
   party  suit subject to indemnification hereunder may be  made  at
   any  time.  Nothing contained in this Section 13.6.2 is  intended
   to,  nor  shall it, modify or impair any limitation on  liability
   contained in this Section 13.
<PAGE>
   14.  GENERAL PROVISIONS.

         14.1  Expenses.  Buyer and Seller will each  bear  its  own
   respective  costs  and  expenses  relating  to  the  transactions
   contemplated  hereby,  including, without  limitation,  fees  and
   expenses  of  legal  counsel, accountants, consultants  or  other
   representatives  for the services used, hired or  connected  with
   the proposed transactions mentioned above.

        14.2 Headings.  The subject headings of the sections of this
   Agreement  are  included for purposes of  convenience  only,  and
   shall not affect the construction or interpretation of any of its
   provisions.

          14.3   Entire  Agreement;  Severability.   This  Agreement
   (together  with  the  Sublease, the  License,  the  Manufacturing
   Agreement  and that letter agreement referred to in  Section  5.2
   hereof)   constitutes  the  entire  agreement  and  understanding
   between the parties with regard to the subject matter hereof, and
   there  are  no  other prior or contemporaneous  written  or  oral
   agreements,  undertakings,  promises,  warranties,  or  covenants
   respecting  such  subject  matter  not  expressly  set  forth  or
   described herein.  The invalidity, illegality or unenforceability
   for  any  reason of any one or more provisions of this  Agreement
   shall not affect the validity, legality or enforceability of  the
   remainder of this Agreement.  The representations, warranties and
   indemnities  of  the  parties contained herein,  subject  to  the
   limitations applicable thereto pursuant to the terms hereof,  are
   applicable  to  and  are  being relied upon  by  the  parties  in
   connection  with the Sublease, the License and the  Manufacturing
   Agreement.
<PAGE>
         14.4  Notices.  All notices, requests, demands,  and  other
   communications required to be given under this Agreement shall be
   in  writing and shall be deemed to have been duly given (i)  upon
   delivery in person if the party to whom notice is given issues  a
   receipt  therefor; (ii) three days after deposit in certified  or
   registered  United States mail, postage prepaid; (iii)  the  next
   business  day  after delivery to an overnight  courier,  shipping
   prepaid;  or  (d)  upon  transmittal by  facsimile  if  confirmed
   telephonically, as follows:

   If to Seller:         Tenex Corporation
                         2400 Arthur Avenue
                         Elk  Grove, Illinois 60007
                         Fax   No.: (847)439-9577
                         Attention: Albert Cheris

   With  a copy to:      Barack, Ferrazzano, Kirschbaum, Perlman
                         & Nagelberg
                         333 West Wacker Drive, Suite 2700
                         Chicago, Illinois  60606
                         Fax No.:  (312) 984-3150
                         Attention: Peter J. Barack, Esq.

   If to Buyer:          Home Products International, Inc.
                         4501 West 47th Street
                         Chicago, Illinois 60632
                         Fax No.: (773) 890-0523
                         Attention: Mr. James R. Tennant

   With a copy to:       Much Shelist Freed Denenberg Ament
                         Bell & Rubenstein, P.C.
                         200 North LaSalle Street
                         Suite 2100
                         Chicago, Illinois 60601
                         Fax No.: (312) 621-1750
                         Attention: Jeffrey C. Rubenstein, Esq.

         14.5  Modification and Waiver.  No supplement, modification
   or  amendment of this Agreement shall be binding unless  executed
   in writing by all the parties.  No waiver of any breach or waiver
   of  any  of the provisions of this Agreement shall constitute  or
   shall  be  deemed to constitute a waiver of any other  breach  or
   violation  of  any provision of this Agreement,  whether  or  not
   similar, nor shall any waiver constitute a continuing waiver.  No
   waiver  shall be binding unless executed in writing by the  party
   making the waiver.

          14.6   Counterparts.   This  Agreement  may  be   executed
   simultaneously in counterparts, each of which shall be deemed  an
   original, but all of which together shall constitute one and  the
   same instrument.

         14.7  Exhibits and Schedules.  All exhibits  and  schedules
   attached  to this Agreement are incorporated herein  and  made  a
   part  hereof in the same manner as if such exhibits and schedules
   were set forth at length in the text hereof.
<PAGE>
         14.8  Successors.  This Agreement shall be binding on,  and
   shall  inure to the benefit of, the parties and their  respective
   successors and permitted assigns; provided, however, no party may
   assign  or  transfer  any of its rights or obligations  hereunder
   except  with the prior written consent of the other party hereto;
   provided,   however,  that  Buyer  may  assign  its  rights   and
   obligations  hereunder  to any of its wholly-owned  subsidiaries,
   but  no such assignment shall relieve Seller of any liability  or
   obligation hereunder.  There are no third party beneficiaries  of
   this Agreement except for the indemnified parties referred to  in
   Section 13 hereof.

         14.9  Nature of Representations and Warranties.   No  party
   shall  be  deemed to have made any representations or  warranties
   with  respect to the transactions contemplated by this Agreement,
   unless the representation or warranty is set forth herein, or  in
   any other agreement or instrument executed and delivered pursuant
   to this Agreement.

         14.10       Time  of  Essence.   Seller  and  Buyer  hereby
   acknowledge  and agree that time is strictly of the essence  with
   respect  to  each  and  every  term,  condition,  obligation  and
   provision hereof.

          14.11        Remedies  Cumulative.   Except  as  otherwise
   provided  herein,  all  remedies  of  any  party  hereunder   are
   cumulative and not alternative, and are in addition to any  other
   remedies available at law, in equity or otherwise.

          14.12     Construction.   Any  reference  to the masculine
   gender shall be deemed to include the feminine and neuter genders
   unless the context otherwise requires. The singular shall include
   the  plural,  and  the  plural  the  singular, as the context may
   require. The term  "actual  knowledge"  means:  (i) as to Seller,
   the  actual  conscious  awareness  of  Albert   Cheris,   William
   Muench, Eric Buresch and/or  Mike  Guluska, and (ii) as to Buyer, 
   the  actual conscious awareness of James R. Tennant, Dave Limani,
   Steve  Brian  and  Tom  Beamer; and excludes  in  each  case  any
   constructive or imputed knowledge. The words "hereof,"  "herein,"
   "hereto," "hereby," "hereunder" and other words of similar import
   refer   to   this  Agreement  as  a  whole,  including,   without
   limitation,  all  schedules and exhibits.  The  word  "including"
   shall  mean  "including, without limitation". Each  party  hereto
   participated in the drafting of this Agreement, and no  provision
   of  this Agreement shall be construed against any party hereto on
   the grounds that such party was the draftsman thereof.

          14.13        Applicable  Law.   This  Agreement  and   all
   transactions contemplated hereby shall be governed, construed and
   enforced in accordance with the laws of the State of Illinois.
<PAGE>

        14.14      Preclosing Contacts.  Notwithstanding anything to
   the contrary contained herein, Buyer shall not, prior to Closing,
   directly  or indirectly contact or communicate with any  customer
   or supplier of Seller in connection with the Product Line.

         14.15       Confidentiality of Agreement.  Neither  of  the
   parties  hereto shall disclose any of the business terms of  this
   transaction  without  the written consent  of  the  other  party,
   except, on a need to know basis, to its professional advisors and
   except  insofar as such disclosure may be required by  applicable
   law.   Promptly following the full execution and delivery of this
   Agreement,  the parties hereto shall issue a joint press  release
   in the form reasonably satisfactory to each of the parties.
      
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<PAGE>
         IN  WITNESS WHEREOF, the parties hereto have duly  executed
   this Agreement as of the date first above written.

                              SELLER:

                              TENEX CORPORATION,
                              an Illinois corporation
   
                              By:
                                                             Its:
                              ___________________________________
   


                              BUYER:

                              HOME PRODUCTS INTERNATIONAL, INC., a
                              ____________________________



                              By:
                              Its: ____________________________________


                                JOINDER

        Albert Cheris hereby joins in only Sections 12.2 and 13.3 of
   the foregoing Agreement.



                              
                               Albert B. Cheris
                              
<PAGE>

                             EXHIBIT B

                           FORM OF SUBLEASE

                           (Attached Hereto)