<PAGE>   1
                                                                    EXHIBIT 10.1
                                                                    ------------
                          AGREEMENT AND PLAN OF MERGER

                                      AMONG

                                 BARNETT, INC.,

                             WILMAR INDUSTRIES, INC.

                                       AND

                              BW ACQUISITION, INC.




                            DATED AS OF JULY 10, 2000



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                                TABLE OF CONTENTS


                                                                            Page

    TABLE OF CONTENTS .......................................................ii

ARTICLE I THE MERGER..........................................................1

    Section 1.1       The Merger..............................................1
    Section 1.2       Effective Time of the Merger............................2
    Section 1.3       Closing.................................................2
    Section 1.4       Directors and Officers of the Surviving Corporation.....2

ARTICLE II CONVERSION OR CANCELLATION OF SHARES IN THE MERGER.................3

    Section 2.1       Conversion (or Cancellation) of Shares..................3
    Section 2.2       Payment of Cash for Shares..............................3
    Section 2.3       Exchange of Certificates................................5
    Section 2.4       Dissenting Shares.......................................5
    Section 2.5       Stock Options...........................................6

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY.....................7

    Section 3.1       Organization............................................7
    Section 3.2       Capitalization..........................................7
    Section 3.3       Company Subsidiaries....................................8
    Section 3.4       Authority Relative to this Agreement....................9
    Section 3.5       Consents and Approvals; No Violations...................9
    Section 3.6       Company SEC Reports....................................10
    Section 3.7       Absence of Certain Changes.............................11
    Section 3.8       Litigation.............................................11
    Section 3.9       Absence of Undisclosed Liabilities.....................12
    Section 3.10      Contracts; No Default..................................12
    Section 3.11      Taxes..................................................12
    Section 3.12      Assets.................................................13
    Section 3.13      Non-Competition Agreements.............................13
    Section 3.14      Employee Benefit Plans; Labor Matters..................14
    Section 3.15      Intellectual Property..................................16
    Section 3.16      Environmental Matters..................................17
    Section 3.17      Labor Matters..........................................17
    Section 3.18      Employment Matters.....................................18
    Section 3.19      Insurance..............................................18
    Section 3.20      Brokers................................................18
    Section 3.21      Information............................................18
    Section 3.22      Vote Required..........................................19
    Section 3.23      Affiliate Transactions.................................19

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    Section 3.24      Delaware Section 203 and Other Statutes................19
    Section 3.25      Disclosure.............................................19

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB...........20

    Section 4.1       Organization...........................................20
    Section 4.2       Capitalization.........................................20
    Section 4.3       Authority Relative to this Agreement...................21
    Section 4.4       No Conflict............................................21
    Section 4.5       Litigation.............................................22
    Section 4.6       Information............................................22
    Section 4.7       Brokers................................................22
    Section 4.8       Financing..............................................22

ARTICLE V COVENANTS..........................................................23

    Section 5.1       Conduct of Business by the Company Pending
                        the Merger...........................................23
    Section 5.2       Access and Information.................................26
    Section 5.3       Filings; Other Action..................................26
    Section 5.4       Proxy Statement........................................27
    Section 5.5       Stockholders Meeting...................................29
    Section 5.6       Public Announcements...................................29
    Section 5.7       Stock Exchange De-Listings.............................29
    Section 5.8       Employee Benefits......................................29
    Section 5.9       Company Indemnification Provision......................30
    Section 5.10      No Solicitation........................................33
    Section 5.11      Additional Matters.....................................35
    Section 5.12      Offer to Repurchase Certain Shares.....................35

ARTICLE VI CONDITIONS TO CONSUMMATION OF THE MERGER..........................36

    Section 6.1       Conditions to Each Party's Obligation to Effect
                        the Merger...........................................36
    Section 6.2       Conditions to Obligation of the Company to Effect
                        the Merger...........................................36
    Section 6.3       Conditions to Obligations of Parent and Merger Sub to
                        Effect the Merger....................................37

ARTICLE VII TERMINATION, AMENDMENT AND WAIVER................................38

    Section 7.1       Termination............................................38
    Section 7.2       Effect of Termination..................................40
    Section 7.3       Amendment..............................................40
    Section 7.4       Waiver.................................................40
    Section 7.5       Termination Fee and Expenses...........................40

ARTICLE VIII GENERAL PROVISIONS..............................................42

     Section 8.1      Certain Definitions....................................42
     Section 8.2      Survival of Representations, Warranties and Agreements.42


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     Section 8.3      Notices................................................43
     Section 8.4      Amendments; No Waivers.................................44
     Section 8.5      Expenses...............................................44
     Section 8.6      Transfer Taxes.........................................44
     Section 8.7      Successors and Assigns.................................44
     Section 8.8      Governing Law and Venue; Waiver of Jury Trial..........45
     Section 8.9      Counterparts; Effectiveness............................45
     Section 8.10     Severability...........................................46
     Section 8.11     Specific Performance...................................46
     Section 8.12     Entire Agreement; No Third Party Beneficiaries.........46









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                             INDEX OF DEFINED TERMS

                                                               SECTION
                                                               -------
Acquisition Agreement.......................................   5.10(d)
Action......................................................   6.1(d)
Audited Financial Statements................................   3.6
Benefit Plan................................................   3.14(a)(i)
Closing.....................................................   1.3
Closing Date................................................   1.3
COBRA.......................................................   3.14(a)(vi)
Code........................................................   3.14(a)(ix)
Common Share Exchange Ratio.................................   2.1(c)
Common Stock................................................   2.1(a)
Company.....................................................   Introduction
Company Benefit Plan........................................   3.13
Company Disclosure Letter...................................   Article III
Company Financial Statements................................   3.6
Company Intellectual Property Rights........................   3.15(a)
Company Material Adverse Effect.............................   3.1
Company Principal...........................................   Factual Recitals
Company SEC Reports.........................................   3.5
Company Stockholders Meeting................................   5.4
Company Subsidiaries........................................   3.3(a)
Company Voting Agreement....................................   Factual Recitals
Confidentiality Agreement...................................   5.2
Delaware Corporate Law......................................   1.1
Dissenting Shares...........................................   2.4
Effective Time..............................................   1.2
Employee....................................................   3.14
Encumbrance.................................................   3.5
Environmental Law...........................................   3.16
ERISA.......................................................   3.14(a)(v)
Exchange Act................................................   3.5
Exchange Agent..............................................   2.2(a)
Expenses....................................................   7.5(c)
Financing...................................................   4.8
Financing Letters...........................................   4.8
GAAP........................................................   3.6
Governmental Entity.........................................   3.5
Governmental Requirements...................................   3.5
Hazardous Substance.........................................   3.16
HSR Act.....................................................   3.5
Indemnification Parties.....................................   5.9(b)
Indemnified Parties.........................................   5.9(a)


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                                                               SECTION
                                                               -------
Indemnifying Party..........................................   5.9(b)
Interim Financial Statements................................   3.6
Material Assets.............................................   3.11(a)
Merger......................................................   Factual Recitals
Merger Sub..................................................   Introduction
Merger Consideration........................................   2.1(a)
Merger Sub Common Stock.....................................   4.2
Notice of Superior Proposal.................................   5.10(b)
Option......................................................   2.5
Option Plans................................................   2.5
Parent Disclosure Letter....................................   Article IV
Parent Material Adverse Effect..............................   4.1
PBGC........................................................   3.14(a)(viii)
Permitted Encumbrances......................................   3.11(a)
Permitted Investments.......................................   2.2(a)
Preferred Stock.............................................   2.1(c)
Proxy.......................................................   Factual Recitals
Proxy Statement.............................................   5.4
Requisite Company Vote......................................   3.4
Retiree Welfare Plan........................................   3.14(a)(iv)
SEC.........................................................   3.5
Securities Act..............................................   5.4
Superior Proposal...........................................   5.10(d)
Surviving Corporation.......................................   1.1
Surviving Corporation Bylaws................................   1.1
Surviving Corporation Certificate of Incorporation..........   1.1
Takeover Proposal...........................................   5.10(a)
Termination Fee.............................................   7.5(a)
Terminating Company Breach..................................   7.1(g)
Terminating Parent Sub Breach...............................   7.1(h)
Transfer Taxes..............................................   8.6
Welfare Plan................................................   3.14(a)(iii)




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                          AGREEMENT AND PLAN OF MERGER


         AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of July __,
2000, among BARNETT, INC., a Delaware corporation (the "Company"), WILMAR
INDUSTRIES, INC., a New Jersey corporation ("Parent") and BW ACQUISITION, INC.,
a Delaware corporation ("Merger Sub").

         WHEREAS, the respective Boards of Directors of each of the Company,
Parent and Merger Sub have approved this Agreement, pursuant to which, among
other things, Merger Sub will be merged with and into the Company (the "Merger")
upon the terms and subject to the conditions set forth herein and in accordance
with the Delaware General Corporation Law, as amended ("Delaware Corporate
Law");

         WHEREAS, concurrently with the execution of the Agreement, as a
condition to the willingness of Parent and Merger Sub to enter into the
Agreement, (i) Waxman Industries Inc. and Waxman USA Inc. (collectively, the
"Company Principal") entered into a Stockholder Agreement and Voting Trust
Agreement with Parent and Merger Sub (collectively, the "Company Voting
Agreement"), which provides for, among other things, the Company Principal to
deposit 6,186,530 shares of the Company's common stock, par value $0.01 per
share (the "Common Stock"), beneficially owned by the Company Principal in a
voting trust, and the agreement of the Company Principal and the voting trustee
named therein to vote all shares of Common Stock beneficially owned by the
Company Principal in favor of approval and adoption of this Agreement, the
Merger and the other transactions contemplated hereby, and (ii) the Company
Principal delivered to Parent and Merger Sub a proxy (the "Proxy") in respect of
an additional 1,000,000 of such shares of Common Stock beneficially owned by the
Company Principal.

         WHEREAS, certain terms used in this Agreement which are not capitalized
have the meanings specified in Section 8.1.

         WHEREAS, the Company, Parent and Merger Sub desire to make certain
representations, warranties, covenants and agreements in connection with this
Agreement.

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

                                   ARTICLE I

                                   THE MERGER

         Section 1.1 THE MERGER. Upon the terms and subject to the conditions
hereof, at the Effective Time (as defined in Section 1.2 hereof), Merger Sub
shall be merged with and into the Company in accordance with the applicable
provisions of Delaware Corporate


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Law and the separate corporate existence of Merger Sub shall thereupon cease,
and the Company shall be the surviving corporation in the Merger (sometimes
referred to as the "Surviving Corporation") and all of its rights, privileges,
powers, immunities, purposes and franchises shall continue unaffected by the
Merger. The Merger shall have the effects set forth in Sections 251, 259 and 261
of Delaware Corporate Law. Pursuant to the Merger, the Certificate of
Incorporation of the Surviving Corporation shall be the Certificate of
Incorporation of Merger Sub in effect immediately prior to the Effective Time
(the "Surviving Corporation Certificate of Incorporation") until amended in
accordance with the terms thereof and applicable law, except that as of the
Effective Time, Article I of such Certificate of Incorporation shall be amended
to read as follows: "The name of the corporation is Barnett, Inc." The bylaws of
the Surviving Corporation shall be the bylaws of Merger Sub in effect
immediately prior to the Effective Time (the "Surviving Corporation Bylaws")
until amended in accordance with the terms thereof and applicable law.

         Section 1.2 EFFECTIVE TIME OF THE MERGER. The Merger shall become
effective when the Certificate of Merger is executed and filed with the
Secretary of State of the State of Delaware in accordance with Delaware
Corporate Law, or at such later time as the parties hereto shall have designated
in such filing as the effective time of the Merger (the "Effective Time"), which
filing shall be made as soon as practicable after the closing of the
transactions contemplated by this Agreement in accordance with Section 1.3
hereof.

         Section 1.3 CLOSING. The Company shall promptly notify Parent and
Merger Sub, and Parent and Merger Sub shall promptly notify the Company, when
the conditions to such party's obligation to effect the Merger contained in
Article VI (other than those conditions that by their nature are to be satisfied
at the closing of the Merger (the "Closing"), but subject to the fulfillment or
waiver of those conditions) have been satisfied or waived in accordance with
this Agreement. The Closing shall take place at the offices of Paul, Weiss,
Rifkind, Wharton & Garrison, 1285 Avenue of the Americas, New York, New York at
10:00 a.m., local time, on the third business day after the later of these
notices has been given (the "Closing Date"), unless another date or place is
agreed to in writing by the parties hereto.

         Section 1.4 DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. The
directors and officers of Merger Sub immediately prior to the Effective Time
shall be the directors and officers of the Surviving Corporation at the
Effective Time. Immediately after the Effective Date, William R. Pray shall be
elected to the board of directors of the Surviving Corporation. The directors
and officers of the Surviving Corporation shall hold office until their
respective successors shall have been duly elected or appointed and qualified or
until their earlier death, resignation or removal in accordance with the
Surviving Corporation Certificate of Incorporation and the Surviving Corporation
Bylaws.

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                                   ARTICLE II

               CONVERSION OR CANCELLATION OF SHARES IN THE MERGER

         Section 2.1 CONVERSION (OR CANCELLATION) OF SHARES. At the Effective
Time, pursuant to this Agreement and by virtue of the Merger and without any
action on the part of Parent, Merger Sub, the Company or the holders of any of
the following securities:

         (a) Except as otherwise provided in Section 2.1(b) and Section 2.4,
each share of Common Stock issued and outstanding immediately prior to the
Effective Time (the "Shares") shall be canceled and shall be converted
automatically into the right to receive an amount equal to $13.15 in cash,
without interest (the "Merger Consideration"), payable to the holder thereof
upon surrender of the certificate formerly representing such share of Common
Stock in the manner provided in Section 2.2.

         (b) Each share of Common Stock held in the treasury of the Company and
each Share owned by Parent or Merger Sub, if any, immediately prior to the
Effective Time shall be canceled without any conversion thereof and no payment
or distribution shall be made with respect thereto.

         (c) Each share of Common Stock, par value $0.01 per share, of Merger
Sub ("Merger Sub Common Stock") that is issued and outstanding immediately prior
to the Effective Time shall be converted into one newly issued, fully paid and
nonassessable share of Common Stock.

Section 2.2       PAYMENT OF CASH FOR SHARES.

         (a) Prior to the Effective Time, Company shall appoint American Stock
Transfer and Trust Company, or another bank or trust company reasonably
acceptable to Parent and Merger Sub, (the "Exchange Agent") to act as exchange
agent for the exchange of the Merger Consideration upon surrender of
certificates representing issued and outstanding Shares. At the Effective Time,
the Surviving Corporation shall irrevocably deposit or cause to be deposited
with the Exchange Agent, for the benefit of the holders of Shares, cash in the
aggregate amount required to pay the Merger Consideration in respect of the
Shares outstanding immediately prior to the Effective Time. Pending distribution
pursuant to Section 2.2(b) hereof of the cash deposited with the Exchange Agent,
such cash shall be held in trust for the benefit of the holders of Shares and
such cash shall not be used for any other purposes; provided that the Surviving
Corporation may direct the Exchange Agent to invest such cash, provided that
such investments (i) shall be obligations of or guaranteed by the United States
of America, in commercial paper obligations receiving the highest rating from
either Moody's Investors Services, Inc. or Standard & Poor's Corporation, or in
certificates of deposit, bank repurchase agreements or bankers acceptances of
domestic commercial banks with capital exceeding $250,000,000 (collectively
"Permitted Investments") or in money market funds which are invested solely in
Permitted Investments and (ii) shall have maturities that will not prevent or
delay payments to be made pursuant to Section 2.2(b) hereof. Each holder of a
certificate or





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certificates representing Shares canceled and extinguished at the Effective Time
pursuant to Section 2.1(a) hereof may thereafter surrender such certificate or
certificates to the Exchange Agent, as agent for such holder of such Shares, to
effect the exchange of such certificate or certificates on such holder's behalf
for a period ending two hundred seventy (270) days after the Effective Time.

         (b) After surrender to the Exchange Agent of any certificate which
prior to the Effective Time shall have represented any Shares, the Exchange
Agent shall promptly distribute to the person in whose name such certificate
shall have been registered, a check in the amount of the Merger Consideration
into which such Shares shall have been converted at the Effective Time pursuant
to Section 2.1(a) hereof, net of any required Tax withholdings. Until so
surrendered and exchanged, each such certificate shall, after the Effective
Time, be deemed to represent only the right to receive the Merger Consideration,
and until such surrender and exchange, no cash shall be paid to the holder of
such outstanding certificate in respect thereof. No interest shall be paid or
accrue on the Merger Consideration. The Surviving Corporation shall promptly
after the Effective Time cause to be distributed to such holders appropriate
materials to facilitate such surrender.

         (c) If payment is to be made to a Person other than the registered
holder of the Shares represented by the certificate or certificates surrendered
in exchange therefor, it shall be a condition to such payment that the
certificate or certificates so surrendered shall be properly endorsed or
otherwise be in proper form for transfer and that the Person requesting such
payment shall pay to the Exchange Agent any transfer or other taxes required as
a result of such payment to a Person other than the registered holder of such
Shares or establish to the satisfaction of the Exchange Agent that such tax has
been paid or is not payable.

         (d) After the Effective Time, there shall be no further transfers on
the stock transfer books of the Surviving Corporation of the Shares that were
outstanding immediately prior to the Effective Time. If, after the Effective
Time, certificates representing Shares are presented to the Surviving
Corporation, they shall be canceled and exchanged for the consideration provided
for, and in accordance with the procedures set forth, in this Article II.

         (e) If any cash deposited with the Exchange Agent for purposes of
payment in exchange for Shares remains unclaimed for two hundred seventy (270)
days after the Effective Time, such cash (together with any interest received or
accrued with respect thereto) shall be returned to the Surviving Corporation,
upon demand, and any such holder who has not converted his Shares into the
Merger Consideration prior to that time shall thereafter look only to the
Surviving Corporation for payment of the Merger Consideration. Notwithstanding
the foregoing, the Surviving Corporation and Exchange Agent shall not be liable
to any holder of Shares for any amount paid to a public official pursuant to
applicable unclaimed property laws. Any amounts remaining unclaimed by holders
of Shares seven (7) years after the Effective Time (or such earlier date
immediately prior to such time as such amounts would otherwise escheat to or
become property of any




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Governmental Entity (as defined in Section 3.5) shall, to the extent permitted
by applicable Law, become the property of the Surviving Corporation free and
clear of any claims or interest of any Person previously entitled thereto.

         (f) Any portion of the Merger Consideration made available to the
Exchange Agent pursuant to Section 2.2(a) to pay for Shares for which
dissenter's rights have been perfected shall be returned to the Surviving
Corporation, upon demand.

         (g) No dividends or other distributions with respect to capital stock
of the Surviving Corporation with a record date after the Effective Time shall
be paid to the holder of any unsurrendered certificate for Shares.

         (h) From and after the Effective Time, the holders of Shares
outstanding immediately prior to the Effective Time shall cease to have any
rights with respect to such Shares, other than the right to receive the Merger
Consideration as provided in this Agreement.

         (i)In the event that any Share certificate shall have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming such Share certificate to be lost, stolen or destroyed and, if required
by the Surviving Corporation or the Exchange Agent, the posting by such Person
of a bond in such reasonable amount as the Surviving Corporation or the Exchange
Agent may direct as indemnity against any claim that may be made against it with
respect to such Share certificate, the Exchange Agent will issue in exchange for
such lost, stolen or destroyed Share certificate the Merger Consideration, to
which such person is entitled pursuant to Section 2.1 upon due surrender of and
deliverable in respect of such Share certificate pursuant to this Agreement.

     Section 2.3 EXCHANGE OF CERTIFICATES. Immediately after the Effective Time,
the Surviving Corporation shall deliver to the record holder of the certificates
which immediately prior to the Effective Time represented all the outstanding
shares of Merger Sub Common Stock that were converted into the right to receive
shares of Common Stock in accordance with Section 2.1(c), in exchange for such
certificates, duly endorsed in blank, share certificates, registered in the name
of such record holder, representing the number of shares of Common Stock to
which such record holder is so entitled by virtue of Section 2.1(c).

     Section 2.4 DISSENTING SHARES. Notwithstanding Section 2.1, any Shares
which are issued and outstanding immediately prior to the Effective Time and
which are held by a holder who has not voted such shares of Common Stock in
favor of the Merger and who has delivered a written demand for relief as a
dissenting stockholder in the manner provided by Delaware Corporate Law and who,
as of the Effective Time, shall not have effectively withdrawn or lost such
right to relief as a dissenting stockholder ("Dissenting Shares") shall not be
converted into or represent a right to receive the Merger Consideration. The
holders thereof shall be entitled only to such rights as are granted by Section
262 of Delaware Corporate Law. Each holder of Dissenting Shares who becomes
entitled to payment for such Dissenting Shares pursuant to Section 262 of
Delaware


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<PAGE>   12

Corporate Law shall receive payment therefor from the Surviving Corporation in
accordance with Delaware Corporate Law; provided, however, that if any such
holder of Dissenting Shares (i) shall have failed to establish his entitlement
to relief as a dissenting stockholder as provided in Section 262 of Delaware
Corporate Law, (ii) shall have effectively withdrawn his demand for relief as a
dissenting stockholder with respect to such Shares or lost his right to relief
as a dissenting stockholder and payment for his Shares under Section 262 of
Delaware Corporate Law or (iii) shall have failed to file a complaint with the
appropriate court seeking relief as to determination of the value of all
Dissenting Shares within the time provided in Section 262 of Delaware Corporate
Law, such holder shall forfeit the right to relief as a dissenting stockholder
with respect to such Shares and each such Share shall be converted into or
represent the right to receive the appropriate Merger Consideration without
interest thereon, from the Surviving Corporation as provided in Section 2.1. The
Company shall give Parent and Merger Sub prompt notice of any demands received
by the Company for relief as a dissenting stockholder, attempted withdrawals of
such demands, and any other instruments served pursuant to Delaware Corporate
Law received by the Company relating to stockholders' rights of appraisal, and
Parent and Merger Sub shall have the right to direct all negotiations and
proceedings with respect to such demands. The Company shall not, except with the
prior written consent of Parent and Merger Sub, make any payment with respect
to, any such demands, or negotiate, offer to settle, or settle any such demands
except as required by law.

         Section 2.5 STOCK OPTIONS. Immediately prior to the Effective Time,
each outstanding option to purchase shares of Common Stock (an "Option") granted
under the Company's Omnibus Incentive Plan, Employee Stock Purchase Plan and
1996 Non-Employee Director Stock Option Plan and any similar plan or arrangement
providing for the issuance of options (collectively, the "Option Plans"),
whether or not then exercisable or vested, shall become fully exercisable and
vested. At the Effective Time (A) each Option which is then outstanding shall be
canceled and each Option Plan shall be terminated and (B) in consideration of
such cancellation, and except to the extent that Parent, Merger Sub and the
holder of any such Option otherwise agree, immediately following consummation of
the Merger, the Company shall pay to such holders of Options an amount in
respect thereof equal to the product of (x) the excess of the Merger
Consideration over the exercise price thereof, if any, and (y) the number of
shares of Common Stock subject thereto (such payment to be net of taxes required
by law to be withheld with respect thereto). No payment shall be made with
respect to any Option having a per share exercise price, as in effect at the
Effective Time, equal to or greater than the Merger Consideration. In connection
herewith, the Company shall take all actions required to be taken under Section
20 of the Employee Stock Purchase Plan.



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                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         Except as otherwise disclosed to Parent and Merger Sub in a letter of
even date delivered to it prior to the execution hereof (which letter shall
contain appropriate references to identify the representations and warranties
herein to which the information in such letter relates) (the "Company Disclosure
Letter"), the Company represents and warrants to Parent and Merger Sub as
follows:

         Section 3.1 ORGANIZATION. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware
and has the corporate power and authority and all necessary governmental
approvals to own, lease and operate its properties and to carry on its business
as it is now being conducted or presently proposed to be conducted, except where
the failure to have such power and authority or necessary governmental approvals
would not, individually or in the aggregate have a Company Material Adverse
Effect (as defined below). The Company is duly qualified as a foreign
corporation to do business, and is in good standing, in each jurisdiction where
the character of its properties owned or held under lease or the nature of its
business makes such qualification necessary, except where the failure to be so
qualified and in good standing individually or in the aggregate, has not
resulted and could not reasonably be expected to result in a Company Material
Adverse Effect. For purposes of this Agreement, "Company" Material Adverse
Effect" means any change in or effect on the business, assets, properties,
results of operations or condition (financial or otherwise) of the Company or
any Company Subsidiary (as defined below) that is or could reasonably be
expected to be materially adverse to the Company and the Company Subsidiaries,
taken as a whole, or that could reasonably be expected to materially impair or
delay the ability of the Company to perform its obligations under this Agreement
or consummate the Merger and the other transactions contemplated hereby.

         Section 3.2 CAPITALIZATION. As of the date hereof the authorized
capital stock of the Company consists of 40,000,000 shares of Common Stock, of
which 16,263,928 shares of Common Stock as of the date of this Agreement are
issued and outstanding, and 10,000,000 shares of Preferred Stock, par value
$0.10 per share (the "Preferred Stock"), of which no shares of Preferred Stock
are issued and outstanding. As of the date of this Agreement, options to
purchase an aggregate of 1,047,050 shares of Common Stock were issued and
outstanding, as set forth in Section 3.2 of the Company Disclosure Letter. All
of the outstanding shares of Common Stock are validly issued, fully paid and
nonassessable and free of preemptive rights. Except as set forth above or as
specified in Section 3.2 of the Company Disclosure Letter, as of the date of
this Agreement there are no shares of capital stock of the Company issued or
outstanding or any options, warrants, subscriptions, calls, rights, convertible
securities or other agreements or commitments obligating the Company to issue,
transfer, sell, redeem, repurchase or otherwise acquire any shares of its
capital stock. All of the foregoing Options shall be canceled as of the
Effective Time.



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<PAGE>   14

Section 3.3       COMPANY SUBSIDIARIES.

         (a) Section 3.3(a) of the Company Disclosure Letter sets forth the name
of each subsidiary of the Company (collectively, the "Company Subsidiaries") and
the state or jurisdiction of its incorporation. Each Company Subsidiary is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and has the corporate power and
authority and all necessary government approvals to own, lease and operate its
properties and to carry on its business as now being conducted, except where the
failure to be so organized, existing and in good standing or to have such power
and authority or necessary governmental approvals would not individually or in
the aggregate have a Company Material Adverse Effect. Each Company Subsidiary is
duly qualified or licensed and in good standing to do business in each
jurisdiction in which the property owned, leased or operated by it or the nature
of the business conducted by it makes such qualification or licensing necessary,
except in such jurisdictions where the failure to be so duly qualified or
licensed and in good standing would not individually or in the aggregate have a
Company Material Adverse Effect.

         (b)Except as set forth in Section 3.3(b) of the Company Disclosure
Letter, the Company is, directly or indirectly, the record and beneficial owner
of all of the outstanding shares of capital stock of each of the Company
Subsidiaries, there are no proxies with respect to any such shares, and no
equity securities of any Company Subsidiary are or may become required to be
issued by reason of any options, warrants, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into or exchangeable or exercisable for, shares of any capital stock
of any Company Subsidiary, and there are no contracts, commitments,
understandings or arrangements by which the Company or any Company Subsidiary is
or may be bound to issue, redeem, purchase or sell additional shares of capital
stock of any Company Subsidiary or securities convertible into or exchangeable
or exercisable for any such shares. Except as set forth in Section 3.3(b) of the
Company Disclosure Letter, all of such shares so owned by the Company are
validly issued, fully paid and nonassessable and are owned by it free and clear
of any Encumbrances (as defined in Section 3.5), restraints on alienation, or
any other restrictions with respect to the transferability or assignability
thereof (other than restrictions on transfer imposed by federal or state
securities laws).

         (c)Except for the Company Subsidiaries and as set forth in the
Financial Statements (as hereinafter defined) of the Company or in Section
3.3(c) of the Company Disclosure Letter, the Company does not directly or
indirectly own any equity or similar interest in, or any interest convertible
into or exchangeable or exercisable for any equity or similar interest in, any
corporation, partnership, joint venture or other business association or entity.

     Section 3.4 AUTHORITY RELATIVE TO THIS AGREEMENT. The Company has the
corporate power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution, delivery and performance of this Agreement
by the Company and the consummation by the Company of the transactions
contemplated hereby have been duly





                                       8
<PAGE>   15

authorized by the Company's Board of Directors, and no other corporate
proceedings on the part of the Company are necessary to authorize this Agreement
or the transactions contemplated hereby, other than, with respect to the Merger,
the adoption of this Agreement by the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock (the "Requisite Company
Vote"). Subject to the foregoing, this Agreement has been duly and validly
executed and delivered by the Company and (assuming this Agreement constitutes a
valid and binding obligation of Parent and Merger Sub) constitutes a valid and
binding agreement of the Company, enforceable against the Company in accordance
with its terms, subject to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting creditors' rights generally from time to
time in effect and to general equitable principles. At a meeting on July 9,
2000, the Board of Directors of the Company (i) unanimously adopted the plan of
merger set forth in Articles I and II of this Agreement and approved this
Agreement and the other transactions contemplated by this Agreement, (ii)
unanimously determined that the Merger is advisable, fair to, and in the best
interests of, the stockholders of the Company and has determined to recommend to
the stockholders the approval of this Agreement, the Merger, and the other
transactions contemplated hereby and (iii) unanimously approved the Company
Voting Agreement and the transactions contemplated thereby. The Board of
Directors has taken all necessary action so as to render Section 203 of the
Delaware Corporate Law and Article Seventh of the Company's Amended and Restated
Certificate of Incorporation inapplicable to the Merger and the other
transactions contemplated by this Agreement.

     Section 3.5 CONSENTS AND APPROVALS; NO VIOLATIONS. Except (a) for
applicable requirements of the Hart-Scott-Rodino Antitrust Improvement Act of
1976, as amended (the "HSR Act"), the filing of the Proxy Statement (as defined
in Section 5.6) with the Securities and Exchange Commission (the "SEC") pursuant
to the Securities Exchange Act of 1934, as amended (together with the rules and
regulations promulgated thereunder, the "Exchange Act"), the filing of the
Certificate of Merger as required by Delaware Corporate Law or as set forth in
Section 3.5 of the Company Disclosure Letter or (b) where the failure to make
any filing with, or to obtain any permit, authorization, consent or approval of,
any court or tribunal or administrative, governmental or regulatory body,
agency, commission, division, department, public body or other authority (a
"Governmental Entity") or other person would not prevent or delay the
consummation of the Merger, or otherwise prevent the Company from performing its
obligations under this Agreement, and would not individually or in the aggregate
have a Company Material Adverse Effect, no filing with, and no permit,
authorization, consent or approval of, any Governmental Entity or other person
is necessary for the execution, delivery and performance of this Agreement by
the Company and the consummation of the transactions contemplated by this
Agreement. Except as set forth in Section 3.5 of the Company Disclosure Letter,
neither the execution, delivery or performance of this Agreement by the Company,
the negotiations relating thereto, nor the consummation by the Company of the
transactions contemplated hereby, nor compliance by the Company with any of the
provisions hereof, will (i) conflict with or result in any breach of any
provisions of the Certificate of Incorporation or Bylaws of the Company or the
Certificate or Articles of Incorporation, as the case may be, or Bylaws of any
of the Company Subsidiaries, (ii) result in a violation or breach of, or
constitute (with




                                       9
<PAGE>   16

or without due notice or lapse of time or both) a default (or give rise to any
right of termination, cancellation, vesting, payment, exercise, acceleration,
suspension or revocation) under, any of the terms, conditions or provisions of
any note, bond, mortgage, deed of trust, security interest, indenture, license,
contract, agreement, plan or other instrument or obligation to which the Company
or any of the Company Subsidiaries is a party or by which any of them or any of
their properties or assets may be bound or affected (collectively, "Contracts"),
(iii) conflict with or violate any foreign or domestic law, statute, ordinance,
rule, regulation, order, judgment or decree ("Law") applicable to the Company or
any Company Subsidiary or by which any property or asset of the Company or any
Company Subsidiary is or may be bound or affected, (iv) result in the creation
or imposition of any lien, pledge, charge, security interest, claim, option,
right of first refusal, agreement, limitation on the Company's or any Company
Subsidiary's voting rights, mortgage, lease, sublease, adverse claim or
interest, title defect or other encumbrance of any nature whatsoever
(collectively, an "Encumbrance") on any asset of the Company or any Company
Subsidiary or (v) cause the suspension or revocation of any Company Permit (as
defined in Section 3.11), except in the case of clauses (ii), (iii), (iv) and
(v) for violations, breaches, defaults, terminations, cancellations,
accelerations, creations, impositions, suspensions or revocations which would
not individually or in the aggregate have a Company Material Adverse Effect. The
Company Disclosure Letter sets forth a correct and complete list of all material
Contracts to which the Company or any Company Subsidiary is a party, or by which
it or its assets or properties are or may be bound or affected, under which
consents, approvals or waivers are or may be required prior to consummation of
the transactions contemplated by this Agreement.

     Section 3.6 COMPANY SEC REPORTS. The Company has delivered to Parent and
Merger Sub true and complete copies of each registration statement, report and
proxy or information statement (including exhibits and any amendments thereto)
filed by the Company with the SEC since January 1, 1998 (collectively, the
"Company SEC Reports"). As of the respective dates the Company SEC Reports were
filed or, if any such Company SEC Reports were amended, as of the date such
amendment was filed, each of the Company SEC Reports (i) complied in all
material respects with all applicable requirements of the Securities Act and
Exchange Act (as those terms are defined below), and the rules and regulations
promulgated thereunder and (ii) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. Each of (i) the audited consolidated
financial statements of the Company (including any related notes and schedules)
included (or incorporated by reference) in its Annual Report on Form 10-K for
the fiscal year ended June 30, 1999 (the "Audited Financial Statements") and
(ii) the unaudited consolidated interim financial statements for the Company
(including any related notes and schedules) included (or incorporated by
reference) in its Quarterly Report on Form 10-Q for the quarter ended March 30,
2000 (the "Interim Financial Statements," and together with the Audited
Financial Statements, the "Company Financial Statements"), fairly present, in
conformity with generally accepted accounting principles, as in effect in the
United States, from time to time ("GAAP") applied on a consistent basis (except
as may be indicated in the notes




                                       10
<PAGE>   17

thereto), the consolidated financial position of the Company and the Company
Subsidiaries as of the dates thereof and the consolidated results of their
operations and changes in their financial position for the periods then ended
(subject to normal year-end adjustments and GAAP footnotes in the case of any
unaudited interim financial statements).

     Section 3.7 ABSENCE OF CERTAIN CHANGES. Except as set forth in Section 3.7
of the Company Disclosure Letter, since June 30, 1999, there has been no event
or condition which has had (or is reasonably likely to result in) a Company
Material Adverse Effect, and the Company and the Company Subsidiaries have in
all material respects conducted their businesses in the ordinary course
consistent with past practices and have not taken any action which, if taken
after the date hereof, would violate Section 5.1 hereof, except for changes
affecting the Company's industry generally.

     Section 3.8 LITIGATION. Except as disclosed in the notes to the Company
Financial Statements included in the Company SEC Reports or as set forth in
Section 3.8 of the Company Disclosure Letter, there is no suit, claim, action,
proceeding or investigation (whether at law or equity, before or by any federal,
state or foreign commission, court, tribunal, board, agency or instrumentality,
or before any arbitrator) pending or, to the best knowledge of the Company,
threatened against or affecting the Company or any of the Company Subsidiaries,
if adversely determined, in the reasonable, good faith judgment of the Company,
is likely individually or in the aggregate to have a Company Material Adverse
Effect, nor is there any judgment, decree, injunction, rule or order of any
court, governmental department, commission, agency, instrumentality or
arbitrator outstanding against the Company or any of the Company Subsidiaries
having, or which, insofar as can reasonably be foreseen by the Company, may
reasonably be expected to result in a Company Material Adverse Effect.

     Section 3.9 ABSENCE OF UNDISCLOSED LIABILITIES. Except for liabilities or
obligations which are accrued or reserved against in the Company Financial
Statements (or reflected in the notes thereto) included in the Company SEC
Reports or disclosed in Section 3.9 of the Company Disclosure Letter or which
were incurred after June 30, 1999 in the ordinary course of business and
consistent with past practices or in connection with the transactions
contemplated by this Agreement or as a reasonable result of the matters
disclosed in Section 3.9 of the Company Disclosure Letter, the Company and the
Company Subsidiaries do not have any material liabilities or obligations
(whether absolute, accrued, known or unknown, contingent or otherwise) of a
nature required by GAAP to be reflected in a consolidated balance sheet (or
reflected in the notes thereto) of the Company and which, individually or in the
aggregate, would have a Company Material Adverse Effect.

     Section 3.10 CONTRACTS; NO DEFAULT. All material Contracts are valid,
binding, in full force and effect and enforceable in all material respects
against the Company or a Company Subsidiary and to the knowledge of the Company,
against each other party thereto. Except as set forth in Section 3.10 of the
Company Disclosure Letter, neither the Company nor any of the Company
Subsidiaries is in violation or breach of, or default under (and no event has
occurred which with notice or the lapse of time or both would




                                       11
<PAGE>   18

constitute a violation or breach of, or a default under) any term, condition or
provision of (a) its Articles or Certificate of Incorporation, as the case may
be, or Bylaws, (b) any Contract to which the Company or any Company Subsidiary
is a party or by which it or any of its properties or assets may be bound or
affected, (c) any Law applicable to the Company or any of the Company
Subsidiaries or any of their properties or assets, or (d) any authorization,
license, permit, easement, variance, exception, consent, certificate, approval
or other of any Governmental Entity necessary for the Company or any of the
Company Subsidiaries to conduct their respective businesses as currently
conducted (collectively, the "Company Permits"), except in the case of clauses
(b), (c) and (d) above for breaches, defaults or violations which would not
individually or in the aggregate have a Company Material Adverse Effect. Except
as set forth in Section 3.10 of the Company Disclosure Letter, no Contract
contains any change of control provision, or other terms and conditions that
will result in a material provision therein becoming applicable or inapplicable
as a result of the consummation of the transactions contemplated by this
Agreement. Except as set forth in Section 3.10 of the Company Disclosure Letter,
neither the Company nor any Company Subsidiary is a party to any indemnification
agreements or arrangements.

Section 3.11      TAXES.

         (a) The Company and the Company Subsidiaries have (i) duly filed (or
there has been filed on their behalf) with the appropriate governmental
authorities all material tax returns required to be filed by them on or prior to
the date hereof, and (ii) duly paid in full or made provision in accordance with
GAAP (or there has been paid or provision has been made on their behalf) for the
payment of all material taxes, interest and penalties, if any, shown on such
returns, for all periods ending through the date hereof.

         (b) No federal, state, local or foreign audits or other administrative
proceedings or court proceedings are presently pending with regard to any taxes
or tax returns of the Company or the Company Subsidiaries wherein an adverse
determination or ruling in any one such proceeding or in all such proceedings in
the aggregate could have a Company Material Adverse Effect.

         (c) Neither the Company nor any of the Company Subsidiaries has granted
any requests, agreements, consents or waivers to extend the statutory period of
limitations applicable to the assessment of any taxes with respect to any tax
returns of the Company or any of the Company Subsidiaries.

         (d) Neither the Company nor any of the Company Subsidiaries has
received any notice of deficiency or assessment with respect to any taxable year
of the Company or any of the Company Subsidiaries that has not been paid or
otherwise discharged or adequately reserved against.

         (e) Except as set forth in Section 3.11 of the Company Disclosure
Letter, neither the Company nor any of the Company Subsidiaries is a party to
any tax sharing, tax indemnity or other agreement or arrangement relating to
taxes. Any obligations of the Company or any of the Company Subsidiaries under
any tax sharing, tax indemnity or





                                       12
<PAGE>   19

other agreement or arrangement relating to taxes will be terminated as of the
Effective Date.

     Section 3.12 ASSETS. The Company and the Company Subsidiaries own, or
otherwise have sufficient and legally enforceable rights to use, all of the
properties and assets (real, personal or mixed, tangible or intangible),
reasonably necessary for the conduct of, or otherwise material to, their
business and operations (the "Material Assets"). The Company and the Company
Subsidiaries have good title to, or in the case of leased property have good and
valid leasehold interests in, all Material Assets, in each case free and clear
of any Encumbrances, except Permitted Encumbrances. "Permitted Encumbrances"
means (a) Encumbrances which secure debts and obligations reserved against in
the Company Financial Statements, to the extent so reserved, (b) Encumbrances
for taxes not yet due and payable or that are being contested in good faith by
appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP or that are statutory Encumbrances for taxes not yet
delinquent, (c) those Encumbrances that are set forth in Section 3.12 of the
Company Disclosure Letter and (d) those Encumbrances that would not,
individually or in the aggregate, have a Company Material Adverse Effect.

     Section 3.13 NON-COMPETITION AGREEMENTS. Neither the Company nor any
Company Subsidiary is a party to any agreement which purports to restrict or
prohibit in any material respect the Company or the Company Subsidiaries
collectively from, directly or indirectly, engaging in any business currently
engaged in by the Company or any Company Subsidiary. None of the Company's
officers, directors or key employees is a party to any agreement which, by
virtue of such person's relationship with the Company, restricts in any material
respect the Company or any Company Subsidiary from, directly or indirectly,
engaging in any of such businesses.

     Section 3.14 EMPLOYEE BENEFIT PLANS; LABOR MATTERS.

         (a) For purposes of this Agreement:

                  (i) "Benefit Plan" means any employee benefit plan,
         arrangement, policy or commitment, including, without limitation, any
         employment, consulting or deferred compensation agreement, executive
         compensation, bonus, incentive, pension, profit-sharing, savings,
         retirement, stock option, stock purchase or severance pay plan, any
         life, health, disability or accidental death and dismemberment
         insurance plan, any holiday or vacation practice or any other employee
         benefit plan within the meaning of Section 3(3) of ERISA, as to which
         the Company has any direct or indirect, actual or contingent liability;

                  (ii) "Company Benefit Plan" means any Benefit Plan that
         provides benefits with respect to current or former Employees;

                  (iii) "Welfare Plan" means Benefit Plan that is a welfare plan
         within the meaning of and subject to ERISA Section 3(l);



                                       13
<PAGE>   20

                  (iv) "Retiree Welfare Plan" means any Welfare Plan that
         provides benefits to current or former employees beyond their
         retirement or other termination of service (other than coverage
         mandated by COBRA, the cost of which is fully paid by the current or
         former employee or his dependents);

                  (v) "ERISA" means the Employee Retirement Income Security Act
         of 1974, as amended;

                  (vi) "COBRA" means the provisions of Code section 4980B and
         Part 6 of Title I of ERISA;

                  (vii) "Employee" means any individual employed by the Company
         or any of its subsidiaries;

                  (viii) "PBGC" means the Pension Benefit Guaranty Corporation;
         and

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

         (b) Section 3.14 of the Company Disclosure Letter sets forth all
Company Benefit Plans. With respect to each such plan, the Company has delivered
to the Parent and Merger Sub correct and complete copies of: (i) all plan texts
and agreements and related trust agreements or annuity contracts; (ii) all
summary plan descriptions and material employee communications; (iii) the most
recent annual report (including all schedules thereto); (iv) the most recent
annual audited financial statement and opinion applicable to each plan intended
to qualify under Code section 401(a) or 403(a); (v) if a plan is intended to
qualify under Code section 401(a) or 403(a), the most recent determination
letter, if any, received from the Internal Revenue Service; and (vi) all
material communications with any Governmental Entity or agency (including,
without limitation, the PBGC and the Internal Revenue Service).

         (c) The Company has no direct or indirect, actual or contingent
liability with respect to any Benefit Plan other than to make payments pursuant
to Company Benefit Plans in accordance with the terms of such plans.

         (d) Each of the Company and the Company Subsidiaries to date has made
all material payments due under the terms of each Company Benefit Plan.

         (e) All material amounts properly accrued as liabilities to, or
expenses of, any Company Benefit Plan that have not been paid have been properly
reflected on the Financial Statements.

         (f) There are no Company Benefit Plans that are subject to any of Code
section 412, ERISA section 302 or Title IV or ERISA.



                                       14
<PAGE>   21

         (g) Each Company Benefit Plan conforms in all material respects to, and
its administration is in all material respects in compliance with, its terms and
all applicable laws and regulations.

         (h) Except as disclosed in Section 3.13 of the Company Disclosure
Letter, there are no actions, liens, suits or claims pending or threatened
(other than routine claims for benefits) with respect to any Company Benefit
Plan.

         (i) Each Company Benefit Plan which is intended to qualify under Code
section 401(a) or 403(a) so qualifies.

         (j) Each Company Benefit Plan which is a "group health plan" (as
defined in ERISA section 607(1)) has been operated in all material respects in
compliance with the provisions of COBRA, the Health Insurance Portability and
Accountability Act of 1996 and any applicable, similar state law.

         (k) Except as disclosed in Section 3.14(k) of the Company Disclosure
Letter, there is no contract or arrangement in existence with respect to any
Employee that, solely as a result of the Merger and the transactions
contemplated in connection therewith, would result in the payment of any amount
that by operation of Code section 280G would not be deductible to the Company or
any of its subsidiaries.

         (l) No assets of the Company are allocated to or held in a "rabbi
trust" or similar funding vehicle.

         (m) Except as disclosed in the Company Financial Statement or in
Section 3.14 of the Company Disclosure Letter, as of the date of this Agreement
there are no: (i) unfunded benefit obligations with respect to any Employee (as
defined below) that are not fairly reflected by reserves shown on the Financial
Statements, except for obligations arising from the transactions contemplated by
this Agreement or upon a similar "change of control" of the Company, (ii)
reserves, assets, surpluses or prepaid premiums with respect to any Welfare Plan
or (iii) Retiree Welfare Plans.

         (n) Except as disclosed in Section 3.14 of the Company Disclosure
Letter or as contemplated in this Agreement, the consummation of the
transactions contemplated by this Agreement will not: (i) entitle any current or
former Employee to severance pay, unemployment compensation or any similar
payment; (ii) accelerate the time of payment or vesting, or increase the amount
of any compensation due to, any current or former Employee; or (iii) constitute
or involve a prohibited transaction (as defined in ERISA section 406 or Code
section 4975), constitute or involve a breach of fiduciary responsibility within
the meaning of ERISA section 502(1) or otherwise violate Part 4 of Title I of
ERISA.

         (o) Neither the Company nor any entity under common control with the
Company within the meaning of Code section 414(b), (c), (m) or (o) contributes
to or otherwise a "multiple employer plan" or a "multiemployer plan" within the
meaning of the Code or ERISA.



                                       15
<PAGE>   22

         (p) Neither the Company nor any entity under common control with the
Company within the meaning of Code section 414(b), (c), (m) or (o) maintains or
has maintained a plan that is or was subject to Title IV of ERISA, and has no
liability in respect of any such plan; no filing of a notice of intent to
terminate such a Benefit Plan has been made; and the PBGC has not initiated any
proceeding to terminate any such Benefit Plan. No event has occurred, and no
condition or circumstance exists, that presents a material risk that any Company
Benefit Plan has or is likely to experience a "partial termination" (within the
meaning of Code section 411(d)(3)).

         (q) As of the Effective Time, the Company, its subsidiaries and any
entity under common control with the Company within the meaning of Code section
414(b), (c), (m) or (o) has not incurred any liability or obligation under the
Worker Adjustment and Retraining Notification Act, as it may be amended from
time to time, and within six-month period immediately following the Effective
Time, will not incur any such liability or obligation if, during such six-month
period, only terminations of employment in the normal course of operations
occur.

     Section 3.15 INTELLECTUAL PROPERTY.

         (a) Each of the Company and the Company Subsidiaries owns or possesses
adequate licenses or other valid rights to use all existing United States and
foreign patents, trademarks, trade names, service marks, copyrights, trade
secrets and applications therefor (the "Company Intellectual Property Rights"),
except where the failure to own or possess valid rights to use such Company
Intellectual Property Rights would not have a Company Material Adverse Effect.

         (b) The validity of the Company Intellectual Property Rights and the
title thereto of the Company or any Company Subsidiary, as the case may be, is
not being questioned in any pending litigation or proceeding to which the
Company or any Subsidiary is a party nor, to the knowledge of the Company, is
any such litigation or proceeding threatened. Except as would not, individually
or in the aggregate, reasonably be expected to have a Company Material Adverse
Effect and except as set forth in Section 3.15 of the Company Disclosure Letter,
the conduct of the business of the Company and the Company Subsidiaries as now
conducted does not, to the knowledge of the Company, infringe any valid patents,
trademarks, trade names, service marks or copyrights of others, and the
consummation of the transactions completed by this Agreement will not result in
the loss or impairment of any Company Intellectual Property Rights. To the
knowledge of the Company, no third party is infringing upon any Company
Intellectual Property Rights, except for infringements that, individually or in
the aggregate, have not resulted and could not reasonably be expected to result
in a Company Material Adverse Effect.

     Section 3.16 ENVIRONMENTAL MATTERS. Except as set forth in the Company SEC
Reports or in Section 3.16 of the Company Disclosure Letter, (i) no real
property currently or, to the Company's knowledge, formerly owned or operated by
the Company or any Company Subsidiary is contaminated with any Hazardous
Substance (as defined herein) to




                                       16
<PAGE>   23

an extent or in a manner or condition now requiring remediation under any
Environmental Law (as defined herein), (ii) no judicial or administrative
proceeding is pending or, to the knowledge of the Company, threatened relating
to liability for any off-site disposal or contamination and (iii) the Company
and the Company Subsidiaries have not received in writing any claims or notices
alleging liability under any Environmental Law. Neither the Company nor any
Company Subsidiary is in violation of any applicable Environmental Law and no
condition or event has occurred with respect to the Company or any Company
Subsidiary that would constitute a violation of such Environmental Law,
excluding in any event, such violations, conditions and events that would not
have a Company Material Adverse Effect. "Environmental Law" means any applicable
federal, state or local law, regulation, order, decree or judicial opinion or
other agency requirement having the force and effect of law and relating to
Hazardous Substances or the protection of the environment. "Hazardous Substance"
means any toxic or hazardous substance that is regulated by or under authority
of any Environmental Law.

     Section 3.17 LABOR MATTERS. Neither the Company nor any Company Subsidiary
is a party to or bound by any collective bargaining or similar agreement with
any labor organization or employee association applicable to employees of the
Company or any Company Subsidiary. None of the employees of the Company or any
Company Subsidiary are represented by any labor organization and neither the
Company or any Company Subsidiary has any knowledge of any current union
organizing activities among the employees of the Company or any Company
Subsidiary, nor does any question concerning representation exist concerning
such employees. There is no unfair labor practice charge or complaint against
the Company or any Company Subsidiary pending or, to the knowledge of the
Company or any Company Subsidiary, threatened before the National Labor
Relations Board. There is no labor strike, dispute, slowdown, stoppage or
lockout actually pending or, to the knowledge of the Company, threatened against
or affecting the Company or any Company Subsidiary and during the past three (3)
years there has not been any such action. There is no grievance or arbitration
proceeding pending which could reasonably have a Company Material Adverse
Effect.

     Section 3.18 EMPLOYMENT MATTERS. Except as set forth in Section 3.18 of the
Company Disclosure Letter, there are no employment contracts, change of control
agreements, stay bonus agreements or severance agreements with any employees of
the Company or any Company Subsidiary and there are no written personnel
policies, rules or procedures applicable to employees of the Company or any
Company Subsidiary. To the Company's knowledge, no key employee or group of
employees has any plans to terminate their employment with the Company or any
Company Subsidiary as a result of the Merger and the transactions contemplated
by this Agreement or otherwise.

     Section 3.19 INSURANCE. Section 3.19 of the Company Disclosure Letter
contains an accurate and complete description of all material policies of fire,
liability, directors' and officers' liability, workmen's compensation and other
forms of insurance owned or held by the Company and each Company Subsidiary. All
such policies are in full force and effect,





                                       17
<PAGE>   24

all premiums due and payable have been paid, and no notice of cancellation or
termination has been received with respect to any such policy.

     Section 3.20 BROKERS. Except for the fee payable to Deutsche Banc Alex.
Brown as set forth in Section 3.20 of the Company Disclosure Letter, no person
is entitled to any brokerage, financial advisory, finder's or similar fee or
commission payable by the Company in connection with the transactions
contemplated by this Agreement based upon arrangements made by and on behalf of
the Company.

     Section 3.21 INFORMATION. None of the information to be supplied by the
Company for inclusion or incorporation by reference in the Proxy Statement (as
defined in Section 5.4) will, at the time of the mailing of the Proxy Statement
and any amendments or supplements of the Proxy Statement and at the time of the
Company Stockholders Meeting (as defined in Section 5.4), contain any untrue
statement of a material fact or omit to state any material fact required to be
stated in that Proxy Statement or necessary in order to make the statements in
that Proxy Statement, in light of the circumstances under which they are made,
not misleading. The Proxy Statement (except for those portions of the Proxy
Statement that relate only to Parent or Merger Sub or subsidiaries or affiliates
of Parent or Merger Sub) will comply as to form in all material respects with
the provisions of the Exchange Act.

     Section 3.22 VOTE REQUIRED. The Requisite Company Vote is the only vote of
the holders of any class or series of the Company's capital stock necessary
(under the Company's Certificate of Incorporation and By-Laws, Delaware
Corporate Law, other applicable Law or otherwise) to approve this Agreement, the
Merger or the other transactions contemplated by this Agreement.

     Section 3.23 AFFILIATE TRANSACTIONS. Except as set forth in Schedule 3.23
of the Company Disclosure Letter: (a) there are no Contracts or other
transactions, whether written or oral, to or by which the Company, on the one
hand, and any affiliate, on the other hand, are or have been a party that
involve continuing obligations, commitments or rights or have given rise to a
payment by the Company or any of the Company Subsidiaries since January 1, 1998
and (b) no officer, director, or key employee of the Company or any affiliate
that is controlled by any such person (i) owns directly or indirectly any
interest in any Person that is a supplier, customer or competitor of or lessor
to the Company (other than ownership of less than 1% of a publicly traded
company) or (ii) has a material debtor or a creditor relationship with the
Company.

     Section 3.24 DELAWARE SECTION 203 AND OTHER STATUTES. The provisions of
Section 203 of Delaware Corporate Law will not apply to this Agreement, as it
may be amended from time to time, or any of the transactions contemplated
hereby. The Company has heretofore delivered to Parent and Merger Sub a complete
and correct copy of the resolutions of the Board of Directors of the Company to
the effect that pursuant to 203(a)(1) of Delaware Corporate Law, the
restrictions contained in Section 203 of Delaware





                                       18
<PAGE>   25

Corporate Law are and shall be inapplicable to the Merger and the transactions
contemplated by this Agreement, as it may be amended from time to time.

     Section 3.25 DISCLOSURE. None of the representations or warranties by the
Company in this Agreement, including the Company Disclosure Letter, or in the
Company SEC Reports and the Company Financial Statements, when all such
documents are read together in their entirety, contains or will contain at the
Effective Time any untrue statement of a material fact or omits or will omit at
the Effective Time to state any material fact necessary, in light of the
circumstances under which it was made, to make the statements herein or therein
not misleading. There is no fact known to Company at the time of this Agreement
(except from matters affecting the Company's industry generally) which, insofar
as can reasonably be foreseen by the Company, may reasonably be expected to
result in a Company Material Adverse Effect, which has not been set forth in the
Company SEC Reports, the Company Financial Statements or in this Agreement,
including the Company Disclosure Letter.

                                   ARTICLE IV

             REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

     Except as otherwise disclosed to the Company in a letter delivered to it
prior to the execution hereof (which letter shall contain appropriate references
to identify the representations and warranties herein to which the information
in such letter relates) (the "Parent Disclosure Letter"), Parent and Merger Sub
represent and warrant to the Company as follows:

     Section 4.1 ORGANIZATION. Parent and Merger Sub are corporations duly
organized, validly existing and in good standing under the laws of the New
Jersey and Delaware, respectively. For purposes of this Agreement, "Parent
Material Adverse Effect" means any change in or effect on the business, assets,
properties, results of operations or condition (financial or otherwise) of
Parent and Merger Sub that is or could reasonably be expected to be materially
adverse to Parent and Merger Sub, taken as a whole, or that could reasonably be
expected to materially impair or delay the ability of Parent and Merger Sub to
perform their respective obligations under this Agreement or consummate the
Merger and the other transactions contemplated hereby.

     Section 4.2 CAPITALIZATION. As of the date hereof: (i) the authorized
capital stock of Merger Sub consists of 100 shares of Merger Sub Common Stock
and (ii) 100 shares of Merger Sub Common Stock are issued and outstanding and
owned beneficially and of record by Parent and immediately prior to the
Effective Time the authorized capital shares of Merger Sub will consist of 100
shares of Merger Sub Common Stock which shall be owned beneficially and of
record by Parent. All of the issued and outstanding shares of capital stock of
Merger Sub are validly issued, fully paid and nonassessable and free of
preemptive rights. All of the shares of Merger Sub Common Stock at the Effective
Time will be, when so issued, duly authorized, validly issued, fully paid and
nonassessable and




                                       19
<PAGE>   26

free of preemptive rights. There are no options, warrants, subscriptions, calls,
rights, convertible securities or other agreements or commitments obligating
Merger Sub or Parent to issue, transfer, sell, redeem, repurchase or otherwise
acquire any shares of Merger Sub capital stock.

     Section 4.3 AUTHORITY RELATIVE TO THIS AGREEMENT. The Merger Sub has the
corporate power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution, delivery and performance of this Agreement
by each of Parent and Merger Sub and the consummation by Parent and Merger Sub
of the transactions contemplated hereby have been duly authorized by Parent's
and Merger Sub's respective boards of directors and stockholders, and no other
corporate proceedings on the part of Parent and Merger Sub are necessary to
authorize this Agreement or the transactions contemplated hereby. This Agreement
has been duly and validly executed and delivered by Parent and Merger Sub and
(assuming this Agreement constitutes a valid and binding obligation of the
Company) constitutes a valid and binding agreement of Parent and Merger Sub,
enforceable against Parent and Merger Sub in accordance with its terms, subject
to applicable bankruptcy, reorganization, insolvency, moratorium and other laws
affecting creditors' rights generally from time to time in effect and to general
equitable principles.

     Section 4.4 NO CONFLICT. No authorization or approval or other action by,
and no notice to or filing with, any Governmental Entity or other person will be
required to be obtained or made by Parent or Merger Sub in connection with the
due execution and delivery by Parent and Merger Sub of this Agreement and the
consummation by Parent and Merger Sub of the Merger as contemplated hereby other
than (i) compliance with applicable requirements of the Exchange Act, (ii)
compliance with the HSR Act, (iii) the filing of the Certificate of Merger in
accordance with Delaware Corporate Law, (iv) consents of Parent's lenders in
connection with the Merger and the transactions contemplated thereby and (v)
where the failure to obtain such authorization, approval or action, or to
provide such notice to make such filing, individually or in the aggregate, has
not resulted and could not reasonably be expected to result in a Parent Material
Adverse Effect. Subject to the foregoing, the execution and delivery of this
Agreement by Parent and Merger Sub do not, and the performance of this Agreement
by each of Parent and Merger Sub will not:

         (a) conflict with or violate any provision of any Parent or Merger Sub
charter document;

         (b) conflict with or violate any foreign or domestic Law applicable to
Parent or Merger Sub or by which any property or asset of Parent or Merger Sub
is or may be bound or affected, except for any such conflicts or violations
which, individually or in the aggregate, have not resulted and could not
reasonably be expected to result in a Parent Material Adverse Effect; or



                                       20
<PAGE>   27

     (c) result in any breach of or constitute a default (or an event which with
or without notice or lapse of time or both, would become a default) under, or
give to others any right of termination, amendment, acceleration or cancellation
of, or result in the creation of an Encumbrance on any property or asset of
Parent or Merger Sub under any Contract to which Parent or Merger Sub is a party
or by which it or its assets or properties are or may be bound or affected,
except for any such breaches, defaults or other occurrences which, individually
or in the aggregate, have not resulted and could not reasonably be expected to
result in a Parent Material Adverse Effect.

     Section 4.5 LITIGATION. There is no suit, action or proceeding (whether at
law or equity, before or by any federal, state or foreign commission, court,
tribunal, board, agency or instrumentality, or before any arbitrator) pending
or, to the best knowledge of the Merger Sub, threatened against or affecting the
Merger Sub, the outcome of which, in the reasonable judgment of the Merger Sub,
is likely individually or in the aggregate to have a Merger Sub Material Adverse
Effect, nor is there any judgment, decree, injunction, rule or order of any
court, governmental department, commission, agency, instrumentality or
arbitrator outstanding against Merger Sub having, or which, insofar as can
reasonably be foreseen by Merger Sub, in the future may have, a Parent Material
Adverse Effect.

     Section 4.6 INFORMATION. None of the information to be supplied by Parent
and Merger Sub for inclusion or incorporation by reference in the Proxy
Statement (as defined in Section 5.4) will, at the time of the mailing of the
Proxy Statement and any amendments or supplements of the Proxy Statement and at
the time of the Company Stockholders Meeting (as defined in Section 5.4),
contain any untrue statement of a material fact or omit to state any material
fact required to be stated in that Proxy Statement or necessary in order to make
the statements in that Proxy Statement, in light of the circumstances under
which they are made, not misleading.

     Section 4.7 BROKERS.

     No broker, finder or investment banker is entitled to any brokerage,
finder's or other fee or commission in connection with the Merger or the other
transactions contemplated hereby based upon arrangements made by or on behalf of
Parent or Merger Sub which may result in any liability to the Company.

     Section 4.8 FINANCING. Upon receipt of funding pursuant to the Financing
Letters (as defined below), Parent and Merger Sub will have at the Closing
sufficient cash, through a combination of committed capital from Parent's
investors and commitments from financial institutions, subject to the conditions
set forth in the Financing Letters, to enable it to pay full Merger
Consideration as provided herein, to make all other necessary payments by it in
connection with the Merger and the transactions contemplated herein (including
the repayment of certain outstanding indebtedness of the Surviving Corporation)
and to pay all of the related fees and expenses (the "Financing"). The Company
shall use all reasonable efforts to cooperate with and assist Merger Sub in
obtaining the Financing. The parties acknowledge that debt and equity financing
commitment letters have been




                                       21
<PAGE>   28

delivered to the Board of Directors of the Company by Parent (collectively, the
"Financing Letters"). Parent has paid or caused to be paid all commitment fees
and similar fees and expenses set forth in such Financing Letters which are due
and payable. Parent and Merger Sub have no reason to believe that Merger Sub
will not be able to satisfy the terms of the Financing Letters applicable to
Parent and Merger Sub.

                                   ARTICLE V

                                    COVENANTS

     Section 5.1 CONDUCT OF BUSINESS BY THE COMPANY PENDING THE MERGER. From the
date hereof until the Effective Time, except as set forth in the Company
Disclosure Letter or as otherwise contemplated by this Agreement, without the
prior written consent of Parent and Merger Sub (which shall not be unreasonably
withheld), the Company and the Company Subsidiaries shall conduct their
respective businesses in the ordinary course consistent with past practice and
shall use their reasonable best efforts to preserve intact their business
organizations and relationships with third parties and to keep available the
services of their present officers and key employees, subject to the terms of
this Agreement. Except as set forth in the Company Disclosure Letter or as
otherwise contemplated in this Agreement, from the date hereof until the
Effective Time, without the prior written consent of Parent and Merger Sub
(which shall not be unreasonably withheld):

         (a) the Company shall not adopt or propose any change in its
Certificate of Incorporation or By-laws;

         (b) the Company shall not declare, set aside or pay any dividend or
other distribution with respect to any shares of capital stock of the Company,
or split, combine or reclassify any of the Company's capital stock;

         (c) the Company and the Company Subsidiaries shall not split, combine,
subdivide, reclassify, repurchase, redeem or otherwise acquire any shares of
capital stock or other securities of, or other ownership interests in, the
Company; provided, however, that the Company may repurchase from Waxman
Industries, Inc. or its affiliates shares of capital stock of the Company for a
price per share not greater than the Merger Consideration, as contemplated by
Section 5.12;

         (d) the Company shall not, and shall not permit any Company Subsidiary
to, merge or consolidate with any other person or (except in the ordinary course
of business consistent with past practice) acquire a material amount of assets
of any other person;

         (e) the Company shall not, and shall not permit any Company Subsidiary
to, sell, lease, license or otherwise surrender, relinquish or dispose of (i)
any material facility owned or leased by the Company or any Company Subsidiary
or (ii) any assets or property which are material to the Company and the Company
Subsidiaries, taken as a




                                       22
<PAGE>   29

whole, except pursuant to existing contracts or commitments (the terms of which
have been disclosed to Parent and Merger Sub prior to the date hereof), or in
the ordinary course of business consistent with past practice;

         (f) the Company shall not, and shall not permit any Company Subsidiary
to, settle any material audit, make or change any material tax election or file
amended tax returns or settle or compromise any material federal, state, local
or foreign income tax liability;

         (g) the Company and the Company Subsidiaries shall not issue any
capital stock or other securities (except for issuances of shares upon exercise
of options outstanding on the date of this Agreement) or enter into any
amendment of any material term of any outstanding security of the Company, and
the Company and the Company Subsidiaries shall not incur any indebtedness except
in the ordinary course of business pursuant to existing credit facilities or
arrangements, amend or otherwise increase, accelerate the payment or vesting of
the amounts payable or to become payable under, or fail to make any required
contribution to, any Company Benefit Plan, materially increase any non-salary
benefits payable to any employee or former employee, except in the ordinary
course of business consistent with past practice or as otherwise permitted by
this Agreement;

         (h) except for (i) increases in salary, wages and benefits of officers
or employees of the Company or the Company Subsidiaries in accordance with past
practice, (ii) increases in salary, wages and benefits granted to officers and
employees of the Company or the Company Subsidiaries in conjunction with new
hires, promotions or other changes in job status or (iii) increases in salary,
wages and benefits to employees of the Company or the Company Subsidiaries
entered into in the ordinary course of business, the Company and the Company
Subsidiaries shall not increase the compensation or fringe benefits payable or
to become payable to its directors, officers or employees (whether from the
Company or any Company Subsidiaries) except for year-end bonuses which were
accrued on the June 30, 2000 financial statements, which may be paid at
management's discretion, or pay any benefit not required by any existing plan or
arrangement (including the granting of stock options, stock appreciation rights,
shares of restricted stock or performance units) or grant any severance or
termination pay to (except pursuant to existing agreements, plans or policies),
or enter into any employment or severance agreement with, any director, officer
or other employee of the Company or any Company Subsidiaries or establish,
adopt, enter into, or materially amend any collective bargaining, bonus, profit
sharing, thrift, compensation, stock option, restricted stock, pension,
retirement, savings, welfare, deferred compensation, employment, termination,
severance or other employee benefit plan, agreement, trust, fund, policy or
arrangement for the benefit or welfare of any directors, officers or current or
former employees, except in each case to the extent required by applicable Law;
provided, however, that nothing in this Agreement will be deemed to prohibit the
payment of benefits pursuant to existing plans and arrangements as they become
due and payable;



                                       23
<PAGE>   30

         (i) without limiting the foregoing provisions of Section 5.1(h), other
than the employment contracts entered into simultaneously herewith with the
individuals referred to in Section 5.1(i) of the Parent Disclosure Letter who
are deemed to be important to the continued business and operations of the
Surviving Corporation, which contracts are being held in escrow pending
consummation of the Merger, the Company shall not, and shall not permit any
Company Subsidiary to, enter into or amend any employment agreement or other
employment arrangement with any employee of the Company or any Company
Subsidiary, except in the ordinary course of business consistent with past
practice;

         (j) the Company shall not change any method of accounting or accounting
practice by the Company or any Company Subsidiary, except for any such change
required by GAAP;

         (k) (i) incur, assume or prepay any indebtedness or incur or assume any
short-term indebtedness (including, in either case, by issuance of debt
securities), except that the Company and the Company Subsidiaries may incur,
assume or prepay indebtedness in the ordinary course of business consistent with
past practice under existing lines of credit and pursuant to the Amended
Revolving Credit Agreement, dated as of January 6, 1999, between the Company and
First Union National Bank of Florida, (ii) assume, guarantee, endorse or
otherwise become liable or responsible (whether directly, contingently or
otherwise) for the obligations of any other person except in the ordinary course
of business, or (iii) make any loans, advances or capital contributions to, or
investments in, any other person;

         (l) terminate, cancel or request any material change in, or agree to
any material change in any Contract which is material to the Company and the
Company Subsidiaries taken as a whole, or enter into any Contract which would be
material to the Company and the Company Subsidiaries taken as a whole, in either
case other than in the ordinary course of business consistent with past
practice; or make or authorize any capital expenditure or acquisition, other
than capital expenditures that are provided for in the Company's budget for the
Company and the Company Subsidiaries taken as a whole for such fiscal year (a
copy of which budget has been provided to Parent and Merger Sub);

         (m) waive, release, assign, settle or compromise any material rights,
claims or litigation;

         (n) the Company shall not, and shall not permit any Company Subsidiary
to, agree or commit to do any of the foregoing; and

         (o) except to the extent necessary to comply with the requirements of
applicable laws and regulations, the Company shall not, and shall not permit any
Company Subsidiary to, (i) take, or agree or commit to take, any action that
would make any representation and warranty of the Company hereunder inaccurate
in any respect at, or as of any time prior to, the Effective Time, (ii) omit, or
agree or commit to omit, to take any action necessary to prevent any such
representation or warranty from being inaccurate in





                                       24
<PAGE>   31

any respect at any such time, provided however that the Company shall be
permitted to take or omit to take such action which (without any uncertainty)
can be cured, and in fact is cured, at or prior to the Effective Time or (iii)
take, or agree or commit to take, any action that would result in, or is
reasonably likely to result in, any of the conditions of the Merger set forth in
Article VI not being satisfied.

     Section 5.2 ACCESS AND INFORMATION. The Company shall afford to Parent and
Merger Sub and to their financial advisors, legal counsel, accountants,
consultants, financing sources, and other authorized representatives access
during normal business hours throughout the period prior to the Effective Time
to all of its books, records, properties, plants and personnel and, during such
period, each shall furnish promptly to the other (a) a copy of each report,
schedule and other document filed or received by it pursuant to the requirements
of federal or state securities laws, and (b) all other information as they
reasonably may request, provided that neither party shall disclose to the other
any competitively sensitive information and no investigation pursuant to this
Section 5.2 shall affect any representations or warranties made herein or the
conditions to the obligations of the respective parties to consummate the
Merger. Parent and Merger Sub shall afford to the Company and its financial
advisors, legal counsel, accountants, consultants, financing sources and other
authorized representatives such information as may reasonably be requested
regarding or relating to the Financing and the ability of Merger Sub to pay the
Merger Consideration and to consummate the Merger and the other transactions
contemplated by this Agreement. Each of Company, Parent and Merger Sub shall
continue to abide by the terms of the letter agreements between Parent and the
Company, dated June 17, 2000 (collectively, the "Confidentiality Agreement") and
each of Parent and Merger Sub hereby adopts and agrees to be bound by all the
terms and provisions of the Confidentiality Agreement.

     Section 5.3 FILINGS; OTHER ACTION. Subject to the terms and conditions
herein provided, as promptly as practicable, the Company and Merger Sub shall:
(i) promptly make all filings and submissions under the HSR Act, each as
reasonably may be required to be made in connection with this Agreement and the
transactions contemplated hereby, provided that Parent and Company shall each
pay one-half of the filing fees, (ii) use all reasonable efforts to cooperate
with each other in (A) determining which filings are required to be made prior
to the Effective Time with, and which material consents, approvals, permits or
authorizations are required to be obtained prior to the Effective Time from,
Governmental Entities of the United States, the several states or the District
of Columbia and foreign jurisdictions in connection with the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and (B) timely making all such filings and timely seeking all such
consents, approvals, permits or authorizations, and (iii) use all reasonable
efforts to take, or cause to be taken, all other action and do, or cause to be
done, all other things necessary or appropriate to consummate the transactions
contemplated by this Agreement as soon as practicable. In connection with the
foregoing, the Company will provide Parent and Merger Sub, and Parent and Merger
Sub will provide the Company, with copies of correspondence, filings or
communications (or memoranda setting forth the substance thereof) between such
party





                                       25
<PAGE>   32

or any of its representatives, on the one hand, and any Governmental Entity or
members of their respective staffs, on the other hand, with respect to this
Agreement and the transactions contemplated hereby. Each of Parent, Merger Sub
and the Company acknowledge that certain actions may be necessary with respect
to the foregoing in making notifications and obtaining clearances, consents,
approvals, waivers or similar third party actions which are material to the
consummation of the transactions contemplated hereby, and each of Parent, Merger
Sub and the Company agree to take such action as is necessary to complete such
notifications and obtain such clearances, approvals, waivers or third party
actions, except where such consequence, event or occurrence would not have a
Parent Material Adverse Effect or Company Material Adverse Effect, as the case
may be.

     Section 5.4 PROXY STATEMENT. As promptly as practicable after the execution
of this Agreement, Parent, Merger Sub and the Company shall jointly prepare and
the Company shall file with the SEC the proxy statement of the Company (the
"Proxy Statement") relating to the special meeting of the Company's stockholders
(the "Company Stockholders Meeting") to be held to consider approval and
adoption of this Agreement and the Merger. Substantially contemporaneously with
the filing of the Proxy Statement with the SEC, copies of the Proxy Statement
shall be provided to the National Association of Securities Dealers, Inc.
("NASD"). Parent, Merger Sub or the Company, as the case may be, shall furnish
all information concerning Parent, Merger Sub or the Company as the other party
may reasonably request in connection with such actions and the preparation of
the Proxy Statement and any other filings required to be made in connection
within this Agreement and the transactions contemplated hereby (collectively,
the "Other Filings"). As promptly as practicable the Proxy Statement will be
mailed to the stockholders of the Company. The Company shall cause the Proxy
Statement and the Other Filings to be filed by it to comply as to form and
substance in all material respects with the applicable requirements of (i) the
Exchange Act, including Sections 14(a) and 14(d) thereof and the respective
regulations promulgated thereunder, (ii) the Securities Act of 1933, as amended
(the "Securities Act"), (iii) the rules and regulations of the NASD and (iv)
Delaware Corporate Law.

     The Proxy Statement shall include the recommendation of the Board of
Directors of the Company to the stockholders of the Company that such
stockholders vote in favor of the adoption of this Agreement and the Merger;
provided, however, that subject to Section 5.10(b), the Board of Directors of
the Company may, at any time prior to the Effective Time, withdraw, modify or
change any such recommendation if the Board of Directors of the Company
determines in its good faith judgment that it is required to do so in order to
comply with its duties to the Company's shareholders under applicable Law. The
Proxy Statement will include a copy of the written opinion of Deutsche Banc
Alex. Brown.

     No amendment or supplement to the Proxy Statement will be made without the
approval of each of Parent, Merger Sub and the Company, which approval shall not
be unreasonably withheld or delayed, unless such amendment or supplement to the
Proxy Statement is required to be made by the Company under applicable Laws.
Each of Parent, Merger Sub and the Company will advise the other, promptly after
it receives notice





                                       26
<PAGE>   33

thereof, or of any request by the SEC or the NASD for amendment of the Proxy
Statement and the Other Filings or comments thereon and responses thereto or
requests by the SEC for additional information.

     The information supplied by the Company for inclusion in the Proxy
Statement shall not, at (i) the time the Proxy Statement (or any amendment
thereof or supplement thereto) is first mailed to the stockholders of the
Company, (ii) the time of the Company Stockholders Meeting, and (iii) the
Effective Time, contain any untrue statement of a material fact or fail to state
any material fact required to be stated in the Proxy Statement or necessary in
order to make the statements in the Proxy Statement not misleading. If at any
time prior to the Effective Time any event or circumstance relating to the
Company or any Company Subsidiary, or their respective officers or directors,
should be discovered by the Company that should be set forth in an amendment or
a supplement to the Proxy Statement, the Company shall promptly inform Parent
and Merger Sub. All documents that the Company is responsible for filing with
the SEC in connection with the transactions contemplated hereby will comply as
to form and substance in all material respects with the applicable requirements
Law, including Delaware Corporate Law, the Securities Act and the Exchange Act.

     The information supplied by Parent and Merger Sub for inclusion in the
Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment
of or supplement to the Proxy Statement) are first mailed to the stockholders
the Company, (ii) the time of the Company Stockholders Meeting, and (iii) the
Effective Time, contain any untrue statement of a material fact or fail to state
any material fact required to be stated in the Proxy Statement or necessary in
order to make the statements in the Proxy Statement not misleading. If, at any
time prior to the Effective Time, any event or circumstance relating to Parent
or Merger Sub, or their respective officers or directors, should be discovered
by Parent or Merger Sub that should be set forth in an amendment or a supplement
to the Proxy Statement, Parent and Merger Sub shall promptly inform the Company.
All documents that Parent and Merger Sub are responsible for filing in
connection with the transactions contemplated by this Agreement will comply as
to form and substance in all material aspects with the applicable requirements
of Law, including Delaware Corporate Law, the Securities Act and the Exchange
Act.

     The information supplied by any party for inclusion in another party's
Other Filing will be true and correct in all material respects.

     Section 5.5 STOCKHOLDERS MEETING. The Company shall call and hold the
Company Stockholders Meeting as promptly as practicable for the purpose of
voting upon the adoption of this Agreement and Parent, Merger Sub and the
Company will cooperate with each other to cause the Company Stockholders Meeting
to be held as soon as practicable following the mailing of the Proxy Statement
to the stockholders of the Company. The Company shall use its commercially
reasonable, customary, good faith efforts (through its agents or otherwise) to
solicit from its stockholders proxies in favor of the adoption of this
Agreement, and shall take all other action necessary or advisable to




                                       27
<PAGE>   34

secure the Requisite Company Vote, except, subject to Section 5.10(b), to the
extent that the Board of Directors of the Company determines in good faith that
it is necessary to do otherwise in order to act in a manner consistent with its
obligations under applicable Law, after receipt of advice from outside legal
counsel (who may be the Company's regularly engaged independent legal counsel).

     Section 5.6 PUBLIC ANNOUNCEMENTS. Parent, Merger Sub and the Company shall
issue a joint press release concerning the Merger promptly following execution
of this Agreement. Parent, Merger Sub and the Company shall consult with each
other before issuing any press release or otherwise making any public statements
with respect to this Agreement or any of the transactions contemplated hereby
(other than following a change, if any, of the Board of Directors of the
Company's recommendation of the Merger (in accordance with Section 5.10(b)) and
shall not issue any such press release or make any such public statement prior
to such consultation, except to the extent required by applicable law or any
listing agreement with NASDAQ, in which case the issuing party shall use its
reasonable best efforts to consult with the other parties before issuing any
such release or making any such public statement.

     Section 5.7 STOCK EXCHANGE DE-LISTINGS. The parties shall use their
reasonable best efforts to cause the Surviving Corporation to cause the Company
Common Stock to be de-listed from NASDAQ and de-registered under the Exchange
Act as soon as practicable following the Effective Time.

     Section 5.8 EMPLOYEE BENEFITS.

         (a) Parent and Merger Sub agree that the Company and the Company
Subsidiaries will honor, and, from and after the Effective Time, the Surviving
Corporation will honor, in accordance with their respective terms as in effect
on the date hereof, the employment, severance, change-of-control, stay bonus and
bonus agreements and arrangements to which the Company and the Company
Subsidiaries, as applicable, are a party and which are set forth on Section 3.18
of the Company Disclosure Letter, except that the agreement set forth on Section
5.8(a) of the Company Disclosure Letter shall be amended prior to the Effective
Time, as set forth on such Section 5.8(a) of the Company Disclosure Letter.

         (b) Parent and Merger Sub agree that for a period of one year following
the Effective Time, the Surviving Corporation and the Company Subsidiaries shall
continue the (i) compensation (including bonus and incentive awards) programs
and plans and (ii) employee benefit and welfare plans, programs, contracts,
agreements and policies (including insurance and pension plans but not including
stock option or any other equity-based plan or program), fringe benefits and
vacation policies which are currently provided by the Company and the Company
Subsidiaries; provided that notwithstanding anything in this Agreement to the
contrary the Surviving Corporation and the Company Subsidiaries shall not be
required to maintain any individual plan or program so long as the benefit plans
and agreements maintained by the Surviving Corporation and the Company


                                       28
<PAGE>   35

Subsidiaries are, in the aggregate, not materially less favorable than those
provided by the Company and the Company Subsidiaries immediately prior to the
date of this Agreement; and, provided, further, that nothing in this sentence
shall be deemed to limit or otherwise affect the right of the Surviving
Corporation and the Company Subsidiaries to terminate employment or change the
place of work, responsibilities, status or designation of any employee or group
of employees as the Surviving Corporation and the Company Subsidiaries may
determine in the exercise of its business judgment and in compliance with
applicable laws.

         (c) Prior to the Effective Time, the Company shall take all necessary
actions to terminate the Company Stock Fund as an investment option under the
Company's 401(k) Plan, in a manner intended to maintain such plan's qualified
status under Code section 401(a) and in accordance with the applicable
provisions of ERISA.

     Section 5.9 COMPANY INDEMNIFICATION PROVISION.

         (a) Merger Sub and Parent agree that all rights to indemnification and
exculpation from liabilities or acts or omissions occurring at or prior to the
Effective Time now existing in favor of the present or former directors,
officers, employees, fiduciaries and agents of the Company or any of the Company
Subsidiaries (collectively, the "Indemnified Parties") as provided in the
Company's Certificate of Incorporation or Bylaws or the Certificate or Articles
of Incorporation, Bylaws or similar organizational documents of any of the
Company Subsidiaries as in effect as of the date thereof or pursuant to the
terms of the indemnification agreements or arrangements entered into between the
Company or any Company Subsidiary and any of the Indemnified Parties with
respect to matters occurring at or prior to the Effective Time set forth in
Section 5.9 of the Company Disclosure Letter (specifically including, without
limitation, all transactions contemplated by this Agreement) shall survive the
Merger, shall be assumed and performed by Merger Sub, Parent and the Surviving
Corporation, and shall continue in full force and effect (without modification
or amendment, except as required by applicable law or except to make changes
permitted by law that would enlarge the Indemnified Parties' right or
indemnification), to the fullest extent and for the maximum term permitted by
law, and shall be enforceable by the Indemnified Party against the Company, the
Surviving Corporation and Merger Sub. At the Closing, Parent shall expressly and
directly assume by written instrument all such obligations.

         (b) In addition to the rights provided in Section 5.9(a) above, in the
event of any threatened or actual claim, action, suit, proceeding or
investigation, whether civil, criminal or administrative, including without
limitation, any action by or on behalf of any or all security holders of
Company, or by or in the right of Company, or any Company Subsidiary, or any
claim, action, suit, proceeding or investigation in which any person who is now,
or has been, at any time prior to the date hereof, or who becomes prior to the
Effective Time, an officer, employee or director of Company (the
"Indemnification Parties") is, or is threatened to be, made a party based in
whole or in part on, or arising in whole or in part out of, or pertaining to (i)
the fact that he or she is or was an officer, employee or




                                       29
<PAGE>   36

director of Company or any of the Company Subsidiaries or any action or omission
by such person in his or her capacity as an officer or director, or (ii) this
Agreement, the Merger or the Transactions contemplated by this Agreement,
whether in any case asserted or arising before or after the Effective Time, the
Company, the Surviving Corporation and the Parent (collectively referred to as
the "Indemnifying Party") shall, from and after the Effective Time, indemnify
and hold harmless, as and to the full extent permitted by applicable law, each
Indemnification Party against any losses, claims, liabilities, expenses
(including reasonable attorneys' fees and expenses), judgments, fines and
amounts paid in settlement in accordance herewith in connection with any such
threatened or actual claim, action, suit, proceeding or investigation. Any
Indemnification Party proposing to assert the right to be indemnified under this
Section 5.9(b) shall, promptly after receipt of notice of commencement of any
action against such Indemnification Party in respect of which a claim is to be
made under this Section 5.9(b) against the Indemnifying Party, notify the
Indemnifying Party of the commencement of such action, enclosing a copy of all
papers served; provided, however, that the failure to provide such notice shall
not affect the obligations of the Indemnifying Party except to the extent such
failure to notify materially prejudices the Indemnifying Party's ability to
defend such claim, action, suit, proceeding or investigation; and provided,
further, however, that no Indemnification Party shall be obligated to provide
any notification pursuant to this Section 5.9(b) prior to the Effective Time. If
any such action is brought against any of the Indemnification Parties, the
Indemnifying Party will be entitled to participate in and, to the extent that
they elect by delivering written notice to such Indemnification Parties promptly
after receiving notice of the commencement of the action from the
Indemnification Parties, to assume the defense of the action and after notice
from the Indemnifying Party to the Indemnification Parties of their election to
assume the defense, the Indemnifying Party will not be liable to the
Indemnification Parties for any legal or other expenses except as provided
below. If the Indemnifying Party assumes the defense, the Indemnifying Party
shall have the right to settle such action without the consent of the
Indemnification Parties; provided, however, that the Indemnifying Party shall be
required to obtain such consent (which consent shall not be unreasonably
withheld) if the settlement includes any admission of wrongdoing on the part of
the Indemnification Parties or any decree or restriction of the Indemnification
Parties; provided, further, that no Indemnifying Party, in the defense of any
such action shall, except with the consent of the Indemnification Parties (which
consent shall not be unreasonably withheld), consent to entry of any judgment or
enter into any settlement that does not include as an unconditional term thereof
the giving by the claimant or plaintiff to such Indemnification Parties of a
release from all liability with respect to such action. The Indemnification
Parties will have the right to employ their own counsel in any such action, but
the fees, expenses and other charges of such counsel will be at the expense of
such Indemnification Parties unless (i) the employment of counsel by the
Indemnification Parties has been authorized in writing by the Indemnifying
Party, (ii) the Indemnification Parties have reasonably concluded (based on
written advice of counsel to the Indemnification Parties) that there may be
legal defenses available to them that are different from or in addition to those
available to the Indemnifying Party, (iii) a conflict or potential conflict
exists (based on written advice of counsel to the Indemnification Party) between
the Indemnification Parties and the Indemnifying Party (in which case the
Indemnifying Party




                                       30
<PAGE>   37

will not have the right to direct the defense of such action on behalf of the
Indemnification Parties, or (iv) the Indemnifying Party have not in fact
employed counsel to assume the defense of such action within a reasonable time
after receiving notice of the commencement of the action, in each of which cases
the reasonable fees, disbursements and other charges of counsel will be at the
expense of the Indemnifying Party and shall promptly be paid and advanced by
each Indemnifying Party as they become due and payable in advance of the final
disposition of the claim, action, suit, proceeding or investigation to the
fullest extent and in the manner permitted by law. Notwithstanding the
foregoing, the Indemnifying Party shall not be obligated to advance any expenses
or costs prior to receipt of an undertaking by or on behalf of the
Indemnification Party to repay any expenses advanced if it shall ultimately be
determined that the Indemnification Party is not entitled to be indemnified
against such expense. Notwithstanding anything to the contrary set forth in this
Agreement, the Indemnifying Party (i) shall not be liable for any settlement
affected without its prior written consent, and (ii) shall not have any
obligation hereunder to any Indemnification Party to the extent that a court or
competent jurisdiction shall determine in a final and non-appealable order that
such indemnification is prohibited by applicable law. In the event of a final
and non-appealable determination by a court that any payment of expenses is
prohibited by applicable law, the Indemnification Party shall promptly refund to
the Indemnifying Party the amount of all such expenses theretofore advanced
pursuant hereto.

         (c) Parent, Merger Sub and the Surviving Corporation shall cause to be
maintained in effect for not less than six years from the Effective Time the
current policies of the directors' and officers' liability insurance maintained
by the Company (provided that Parent, Merger Sub and the Surviving Corporation
may substitute therefor policies of at least equivalent coverage containing
terms and conditions which are no less advantageous) with respect to matters
occurring prior to or at the Effective Time and this Agreement and the matters
contemplated herein, provided that in no event shall Parent, Merger Sub or the
Surviving Corporation be required to expend to maintain or procure insurance
coverage pursuant to this Section 5.9 any amount per annum in excess of 150% of
the aggregate premiums paid in 1999 on an annualized basis for such purpose. In
the event the payment of such amount for any year is insufficient to maintain
such insurance or equivalent coverage cannot otherwise be obtained, the
Surviving Corporation shall purchase as much insurance as may be purchased for
the amount indicated.

         (d) This Section 5.9 is intended for the irrevocable benefit of, and to
grant third party rights to, the Indemnified Parties, the Indemnification
Parties and their successors, assigns and heirs and shall be binding on all
successors and assigns of the Company, Parent, Merger Sub and the Surviving
Corporation. Each of the Indemnified Parties and the Indemnification Parties
shall be entitled to enforce the covenants contained in this Section 5.9 and the
Company, Parent, Merger Sub and the Surviving Corporation acknowledge and agree
that each Indemnified Party and Indemnification Party would suffer irreparable
harm and that no adequate remedy at law exists for a breach of such covenants
and such Indemnified Party or such Indemnification Party shall be entitled to
injunctive





                                       31
<PAGE>   38

relief and specific performance in the event of any breach of any provision in
this Section 5.9.

         (e) In the event that the Surviving Corporation or any of its
respective successors or assigns (i) consolidates with or mergers into any other
Person and shall not be the continuing or surviving corporation or entity of
such consolidation or merger or (ii) transfers all or substantially all of its
properties and assets to any Person, then, and in each of such case, the
successors and assigns of such Person shall assume the obligations set forth in
this Section 5.9, which obligations are expressly intended to be for the
irrevocable benefit of, and shall be enforceable by, each Indemnification Person
covered hereby.

     Section 5.10 NO SOLICITATION.

         (a) The Company agrees that, prior to the Effective Time, it shall not,
and shall not authorize or permit any Company Subsidiaries or any of its or the
Company Subsidiaries' directors, officers, employees, investment bankers,
attorneys or other agents or representatives, directly or indirectly, to invite,
solicit, initiate or encourage any inquiries or the making of any proposal or
provide any confidential or non-public information about the Company or the
Company Subsidiaries with respect to any merger, acquisition, tender offer,
consolidation or other business combination involving the Company (a "Takeover
Proposal") or negotiate, explore or otherwise engage in discussions with any
person (other than Parent and Merger Sub or their directors, officers,
employees, agents and representatives) with respect to any Takeover Proposal or
enter into any agreement, arrangement or understanding requiring it to abandon,
terminate or fail to consummate the Merger or any other transactions
contemplated by this Agreement; provided, however, that if the Board of
Directors of the Company determines in good faith, after consultation with and
based, among other things, upon advice of its outside counsel and financial
advisor, that it is necessary to do so in order to act in a manner consistent
with its obligations under applicable law, the Company may, in response to any
Superior Proposal (as defined below), which proposal was not solicited by it and
which did not otherwise result from a breach of this Section 5.10, and subject
to providing prior written notice of its decision to take such action to Parent
and Merger Sub and compliance with the other requirements of this Section 5.10,
(i) furnish information with respect to the Company and the Company Subsidiaries
to any person making a Superior Proposal pursuant to a customary confidentiality
agreement no less favorable to the Company than the Confidentiality Agreement
(as determined in good faith by the Company based on the advice of its outside
counsel); and (ii) participate in discussions or negotiations regarding such
Superior Proposal; and provided further that nothing contained in Section 5.10
shall prohibit the Company from, following advance written notice to Parent and
Merger Sub delivered promptly following its decision to do so, (i) making and
disclosing to the Company's stockholders a position contemplated by Rules 14d-9
and 14e-2 promulgated under the Exchange Act with regard to any tender or
exchange offer; (ii) subject to the restrictions in Section 5.10(b), making any
disclosure to the Company's Stockholders which the Board of Directors of the
Company determines in its good faith, after consultation with and based, among
other things, upon advice of its outside legal counsel




                                       32
<PAGE>   39

and financial advisor, that it is necessary to do so in order to act in a manner
consistent with its obligations under applicable law; (iii) conducting "due
diligence" inquiries (which shall be in writing to the extent reasonably
practicable) in response to any Takeover Proposal as the Board of Directors of
the Company determines in its good faith judgment, after consultation with and
based, among other things, upon the advice of its outside legal counsel to be
consistent with its obligations under applicable law.

         (b) Except as expressly permitted by this Agreement, the Board of
Directors shall not (i) withdraw or modify, or propose publicly to withdraw or
modify, in a manner adverse to Parent and Merger Sub, the approval or
recommendation by the Board of Directors of the Company of the Merger or this
Agreement, (ii) approve or recommend, or propose publicly to approve or
recommend, any Takeover Proposal, or (iii) cause the Company to enter into any
Acquisition Agreement (as defined below). If the Board of Directors of the
Company, by a majority vote, determines in its good faith judgment after
consultation with and based, among other things, upon the advice of its outside
legal counsel, that it is required to do so in order to comply with its duties
to shareholders under applicable law, the Board of Directors of the Company may
withdraw its recommendation of the transactions contemplated hereby or approve
or recommend a Superior Proposal, but in each case only (i) after providing
written notice to Parent and Merger Sub (a "Notice of Superior Proposal")
advising Parent and Merger Sub that the Board of directors of the Company has
received a Superior Proposal, specifying the material terms and conditions of
such Superior Proposal and identifying the person making such Superior Proposal
and (ii) if Parent and Merger Sub do not, within five (5) business days of
receipt by Parent and Merger Sub of the Notice of Superior Proposal, make a
binding, written offer that the Board of Directors of the Company by a majority
vote determines in its good faith judgment (after receipt of advice of Deutsche
Banc Alex. Brown or another financial advisor of nationally recognized
reputation selected by the Board of Directors of the Company consistent with
such determination) to be at least as favorable, from a financial point of view,
to the Company's stockholders as such Superior Proposal.

         (c) In addition to the obligations of the Company set forth in
paragraphs (a) and (b) of this Section 5.10, the Company shall promptly advise
Parent and Merger Sub orally and in writing within one business day of any
request for information or any Takeover Proposal, the material terms and
conditions of such request or Takeover Proposal (and any amendments or proposed
amendments thereto) and the identity of the person making such request or
Takeover Proposal.

         (d) For purposes of this Agreement:

               (i) "Superior Proposal" means any proposal made by a third party
          to acquire, directly or indirectly, including pursuant to a tender
          offer, exchange offer, merger, consolidation, business combination,
          recapitalization, reorganization, liquidation, dissolution or similar
          transaction, for consideration to the Company's stockholders
          consisting of cash and/or securities, all or substantially all of the
          shares of the Company's capital stock then outstanding or all or
          substantially all the assets




                                       33
<PAGE>   40

          of the Company, on terms which the Board of Directors of the Company
          determines in its good faith judgment to be more favorable to the
          Company's stockholders than the Merger and for which financing, to the
          extent required, is then committed or which, in the good faith
          judgment of the Board of Directors of the Company, is reasonably
          capable of being obtained by such third party.

               (ii) "Acquisition Agreement" means any letter of intent,
          agreement in principle, acquisition agreement, merger agreement or
          other similar agreement, contract or commitment related to any
          Takeover Proposal.

     Section 5.11 ADDITIONAL MATTERS. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use all reasonable efforts to
take, or cause to be taken, all action and to do, or cause to be done, all
things necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the transactions contemplated by this Agreement,
including using all reasonable efforts to obtain all necessary waivers, consents
and approvals in connection with the governmental requirements and to effect all
necessary registrations and filings. In case at any time after the Effective
Time any further action is necessary or desirable to carry out the purposes of
this Agreement, the proper officers and/or directors of Parent, Merger Sub and
the Company shall take all such necessary action. Notwithstanding the foregoing,
nothing in this Agreement shall require, or be construed to require, Parent,
Merger Sub or the Company, in connection with the receipt of any regulatory
approval, to proffer to, or agree to (i) sell or hold separate and agree to
sell, divest or to discontinue to or limit, before or after the Effective Time,
any assets, businesses or interest in any assets or businesses of Parent, Merger
Sub, the Company or any of their respective affiliates (or to the consent to any
sale, or agreement to sell, or discontinuance or limitation by Parent, Merger
Sub or the Company, as the case may be, of any of its assets or businesses) or
(ii) agree to any conditions relating to, or changes or restriction in, the
operations of any such asset or business which, in either case, could reasonably
be expected to result in a Parent Material Adverse Effect or a Company Material
Adverse Effect or to materially and adversely impact the economic or business
benefits to such party of the transactions contemplated by this Agreement.

     Section 5.12 OFFER TO REPURCHASE CERTAIN SHARES. On or prior to September
1, 2000, the Company shall offer to purchase from the Company Principal, for
cash, shares of Common Stock having a value of $2,000,000 (rounded up to the
nearest whole number of shares) with the price determined according to the
average closing price for the prior ten (10) trading days.



                                       34
<PAGE>   41

                                   ARTICLE VI

                    CONDITIONS TO CONSUMMATION OF THE MERGER

     Section 6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The
respective obligations of each party to effect the Merger shall be subject to
the satisfaction at or prior to the Effective Time of the following conditions:

         (a) any waiting period applicable to the consummation of the Merger
under the HSR Act shall have expired or been terminated, and no action shall
have been instituted by the Department of Justice or Federal Trade Commission
challenging or seeking to enjoin the consummation of this transaction, which
action shall have not been withdrawn or terminated;

         (b) no statute, rule, regulation, executive order, decree, ruling or
preliminary or permanent injunction shall have been enacted, entered,
promulgated or enforced by any federal or state court or Governmental Entity
which prohibits, restrains, enjoins or restricts the consummation of the Merger;

         (c) this Agreement and consummation of the Merger shall have been duly
approved and adopted by the holders of outstanding Common Stock by the Requisite
Company Vote; and

         (d) no court or Governmental Entity of competent jurisdiction shall
have enacted, issued, promulgated, enforced or entered any Law, order,
injunction or decree (whether temporary, preliminary or permanent) that is in
effect and restrains, enjoins or otherwise prohibits consummation of the Merger
or the other transactions contemplated hereby or that, individually or in the
aggregate with all other such Laws, orders, injunctions or decrees, could
reasonably be expected to result in a Parent Material Adverse Effect or a
Company Material Adverse Effect, and no Governmental Entity shall have
instituted any proceeding or threatened to institute any proceeding seeking any
such Law, order, injunction or decree; provided, however, that the provisions of
this Section 6.1(d) shall not apply to any party that has directly or indirectly
solicited or encouraged any such Action.

     Section 6.2 CONDITIONS TO OBLIGATION OF THE COMPANY TO EFFECT THE MERGER.
The obligation of the Company to effect the Merger shall be subject to the
satisfaction (or waiver by the Company, in its discretion) at or prior to the
Effective Time of the following additional conditions:

         (a) each of Parent and Merger Sub shall have performed in all material
respects its obligations under this Agreement required to be performed by it at
or prior to the Effective Time; the representations and warranties of each of
Parent and Merger Sub contained in this Agreement which are qualified with
respect to materiality shall be true and correct in all respects, and such
representations and warranties that are not so qualified shall be true and
correct in all material respects, in each case as of the date of this Agreement
and at and as of the Effective Time as if made at and as of such time except as





                                       35
<PAGE>   42

contemplated by the Parent Disclosure Letter or this Agreement; and the Company
shall have received a certificate of the President, an Executive Vice President,
a Senior Vice President or the Chief Financial Officer of Merger Sub as to the
satisfaction of this condition; and

         (b) each of Parent and Merger Sub shall have obtained the consent,
approval or waiver of each person whose consent, approval or waiver shall be
required in connection with the Merger and the transactions contemplated by this
Agreement, except for those which the failure to obtain such consent, approval
or waiver, individually or in the aggregate, could not reasonably be expected to
result in a Parent Material Adverse Effect.

     Section 6.3 CONDITIONS TO OBLIGATIONS OF PARENT AND MERGER SUB TO EFFECT
THE MERGER. The obligations of Parent and Merger Sub to effect the Merger shall
be subject to the satisfaction (or waiver by the Parent and Merger Sub in their
discretion) at or prior to the Effective Time of the following additional
conditions:

         (a) the Company shall have performed in all material respects its
obligations under this Agreement required to be performed by it at or prior to
the Effective Time; and the representations and warranties of the Company
contained in this Agreement which are qualified with respect to materiality
shall be true and correct in all respects, and such representations and
warranties that are not so qualified shall be true and correct in all material
respects, in each case as of the date of this Agreement and at and as of the
Effective Time as if made at and as of such time, except as contemplated by the
Company Disclosure Letter or this Agreement; and Parent and Merger Sub shall
have received a Certificate of the Chief Executive Officer, the President, an
Executive Vice President, Senior Vice President or the Chief Financial Officer
of the Company as to the satisfaction of this condition;

         (b) the aggregate number of Shares of the Company on the Effective Time
of the Merger, the holders of which have delivered notice of their exercise (or
intent to exercise) appraisal rights in accordance with the provisions of
Section 262 of Delaware Corporate Law, shall not exceed 5% of the Shares
outstanding as of the record date for the Company Stockholder Meeting;

         (c) the Company Voting Agreement and the Proxy shall be in full force
and effect and the Company Principal shall have performed in all material
respects all obligations required to be performed by it under the Company Voting
Agreement and the Proxy prior to the Closing Date; and

         (d) Parent and Merger Sub shall have obtained the debt financing
necessary to consummate the Merger, to pay off all fees and expenses in
connection therewith, to refinance existing indebtedness of the Company and
Parent and to provide working capital for the Surviving Corporation pursuant to
the Debt Financing Commitments or other substantially equivalent financing
reasonably acceptable to Parent.



                                       36
<PAGE>   43

         (e) the Company shall have obtained the consent, approval or waiver of
each person whose consent, approval or waiver shall be required in connection
with the Merger and the transactions contemplated by this Agreement, except for
those which the failure to obtain such consent, approval or waiver, individually
or in the aggregate, could not reasonably be expected to result in a Company
Material Adverse Effect.

                                  ARTICLE VII

                        TERMINATION, AMENDMENT AND WAIVER

     Section 7.1 TERMINATION. This Agreement may be terminated and the Merger
may be abandoned at any time prior to the Effective Time, notwithstanding any
requisite approval and adoption of this Agreement, as follows:

         (a) By mutual written consent of Parent, Merger Sub and the Company
duly authorized by their respective boards of directors;

         (b) By any of Parent, Merger Sub or the Company, if the Effective Time
shall not have occurred on or before the earlier of (i) November 30, 2000 or
(ii) the sixtieth (60th) day after the Company Stockholders Meeting, or such
later date as may be agreed upon in writing by the parties hereto, by either
Parent, Merger Sub or the Company; provided, however, that the right to
terminate this Agreement under this Section 7.1(b) shall not be available to the
party whose failure to fulfill any obligation under this Agreement shall have
been the cause of, or resulted in, the failure of the Effective Time to occur on
or before such date;

         (c) By any of Parent, Merger Sub or the Company, if any order,
injunction or decree preventing the consummation of the Merger shall have been
entered by any court of competent jurisdiction or Governmental Entity and shall
have become final and non-appealable.

         (d) By Parent or Merger Sub, if (i) the Board of Directors of the
Company withdraws, modifies or changes its approval or recommendation of the
Agreement in a manner adverse to Parent or Merger Sub or shall have resolved to
do so, (ii) the Board of Directors of the Company shall have recommended to the
stockholders of the Company a Takeover Proposal from a person other than Merger
Sub and/or Parent or shall have resolved to do so, or (iii) a tender offer or
exchange offer for any outstanding shares of capital stock of the Company is
commenced and the Board of Directors of the Company fails to recommend against
acceptance of such tender offer or exchange offer by its stockholders (including
by taking no position with respect to the acceptance of such tender offer or
exchange offer by its stockholders) or (iv) the Company fails to promptly mail
the Proxy Statement to the stockholders after receiving SEC approval;



                                       37
<PAGE>   44

         (e) By any of Parent, Merger Sub or the Company if this Agreement shall
fail to receive the Requisite Company Vote for adoption at the Company
Stockholders Meeting or any adjournment or postponement thereof;

         (f) By any of Parent, Merger Sub or the Company if one or more of the
sources of Financing pursuant to the Financing Letters terminate or purport to
terminate such Financing Letters or otherwise give notice that they do not
intend to provide such Financing and Merger Sub and Parent are unable to obtain
replacement Financing within twenty-one (21) days thereafter from sources and on
terms and conditions reasonably acceptable to the Board of Directors of the
Company and to Parent and Merger Sub.

         (g) By Parent or Merger Sub, upon a material breach of any material
representation, warranty, covenant or agreement on the part of the Company set
forth in this Agreement, or if any representation or warranty of the Company
shall have become untrue, in either case such that the conditions set forth in
either of Section 6.3(a) or Section 6.3(e) would not be satisfied (a
"Terminating Company Breach"), provided, however, that if such Terminating
Company Breach is curable by the Company through the exercise of its reasonable
best efforts and for so long as the Company continues to exercise such
reasonable best efforts, Parent and Merger Sub may not terminate this Agreement
under this Section 7.1(g);

         (h) By the Company, upon a material breach of any material
representation, warranty, covenant or agreement on the part of Parent or Merger
Sub set forth in this Agreement, or if any representation or warranty of Parent
or Merger Sub shall have become untrue, in either case such that the conditions
set forth in either of Section 6.2(a)or Section 6.2(b) would not be satisfied (a
"Terminating Parent Sub Breach"); provided, however, that, if such Terminating
Parent Sub Breach is curable by Parent or Merger Sub, as the case may be,
through its reasonable best efforts and for so long as Parent or Merger Sub, as
the case may be, continues to exercise such reasonable best efforts, the Company
may not terminate this Agreement under this Section 7.1(h); or

         (i) By the Company, pursuant to Section 5.10(b) hereof, if the Board of
Directors of the Company, by a majority vote, determines in its good faith
judgment after consultation with and based, among other things, upon the advice
of its outside legal counsel, it is required to terminate in order to comply
with its duties to shareholders under applicable laws; provided, however, that
the Company may not terminate this Agreement pursuant to this Section 7.1(i)
until the five business days notice to Parent and Merger Sub of the Superior
Proposal pursuant to Section 5.10(b) shall have elapsed; provided, further,
however, that such termination under this Section 7.1(i) shall not be effective
until the Company has made payment to Parent of the Termination Fee pursuant to
Section 7.5(a).

     Section 7.2 EFFECT OF TERMINATION. Except as provided in Section 8.2, in
the event of termination of this Agreement pursuant to Section 7.1, this
Agreement shall forthwith become void, there shall be no liability under this
Agreement on the part of Parent, Merger Sub or the Company or any of their
respective Representatives, and all rights and




                                       38
<PAGE>   45

obligations of each party hereto shall cease, subject to the remedies of the
parties set forth in Section 7.5(a) and Section 7.5(c); provided, however, that
nothing in this Agreement shall relieve any party from liability for the breach
of any of its representations and warranties or any of its covenants or
agreements set forth in this Agreement.

     Section 7.3 AMENDMENT. This Agreement may be amended by the parties hereto
by action taken by or on behalf of their respective Boards of Directors at any
time prior to the Effective Time; provided that, after the approval of this
Agreement by the stockholders of the Company, no amendment may be made that
would reduce the amount or change the type of consideration into which each
share of Common Stock shall be converted upon consummation of the Merger. This
Agreement may not be amended except by an instrument in writing signed by the
parties hereto.

     Section 7.4 WAIVER. At any time prior to the Effective Time, any party
hereto may (a) extend the time for the performance of any obligation or other
act of any other party hereto, (b) waive any inaccuracy in the representations
and warranties contained in this Agreement or in any document delivered pursuant
hereto, and (c) waive compliance with any agreement or condition contained in
this Agreement. Any such waiver of a condition, or any determination that such a
condition has been satisfied, will be effective only if made in writing by the
Company, Parent or Merger Sub, as the case may be, and, unless otherwise
specified in such writing, shall thereafter operate as a waiver (or
satisfaction) of such conditions for any and all purposes of this Agreement. Any
such extension or waiver shall be valid if set forth in an instrument in writing
signed by the party or parties to be bound thereby.

     Section 7.5 TERMINATION FEE AND EXPENSES.

         (a) The Company agrees that, if, (i) the Company shall terminate this
Agreement pursuant to Section 7.1(i), (ii) the Parent or Merger Sub shall
terminate this Agreement pursuant to Section 7.1(d), or (iii) (A) Parent or
Merger Sub shall terminate this Agreement pursuant to Section 7.1(e) due to
failure to obtain the Requisite Company Vote for adoption at the Company
Stockholders Meeting and (B) at the time of such failure, any person shall have
made a public announcement or otherwise communicated to the Company and its
Stockholders with respect to a Takeover Proposal with respect to the Company,
then in accordance with Section 7.5(b), after such termination, or in the case
of clause (iii), after the consummation of such Takeover Proposal, the Company
shall pay to Parent a termination fee in the amount of $7,200,000 (such fee, the
"Termination Fee").

         (b) Any payment required to be made pursuant to Section 7.5(a) shall be
made to Parent by the Company not later than two business days after delivery to
the Company by Parent of notice of demand for payment and shall be made by wire
transfer of immediately available funds to an account designated by Parent.

         (c) Except as set forth in this Section 7.5(c), all Expenses incurred
in connection with this Agreement and the transactions contemplated hereby shall
be paid in accordance with the provisions of Section 8.5. For purposes of this
Agreement, "Expenses"




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<PAGE>   46

consist of all out-of-pocket expenses (including all fees, commitment fees and
expenses of counsel, accountants, commercial and investment bankers, lenders,
experts and consultants to a party hereto and its affiliates) incurred by a
party or on its behalf to the extent directly related to the authorization,
preparation, negotiation, execution and performance of this Agreement, the
preparation, printing, filing and mailing of the Proxy Statement, the
solicitation of stockholder approvals and all other matters related to the
closing of the transactions contemplated hereby up to a maximum of $1,500,000.
The Company agrees that it shall pay to Merger Sub an amount equal to Parent's
and Merger Sub's documented Expenses directly related to this Agreement and the
transactions contemplated hereby if Parent and Merger Sub terminate this
Agreement pursuant to Section 7.1(g) provided that Company shall have no such
obligation if the Company was entitled to terminate this Agreement pursuant to
Section 7.1(f) (unless the event giving rise to the Company's right to terminate
under Section 7.1(f) was caused by a breach by the Company referred to in
Section 7.1(g))or Section 7.1(h). Parent and Merger Sub agree that Parent and
Merger Sub shall pay to the Company an amount equal to the Company's documented
Expenses directly related to this Agreement and the transactions contemplated
hereby if the Company terminates this Agreement pursuant to Section 7.1(h),
provided the Parent and Merger Sub shall have no such obligation if Parent and
Merger Sub were entitled to terminate this Agreement pursuant to Section 7.1(g).

         (d) The Company acknowledges that the agreements contained in this
Section 7.5 are an integral part of the transactions contemplated by this
Agreement, and that, without these agreements, Parent and Merger Sub would not
enter into this Agreement; accordingly, if the Company fails to pay promptly the
Termination Fee, and, in order to obtain such payment, Parent or Merger Sub
commences a suit which results in a judgment against the Company for the
Termination Fee, the Company shall pay to Parent and Merger Sub their Expenses
in connection with such suit, together with interest on the amount of the
Termination Fee at the prime rate of Fleet National Bank in effect on the date
such payment was required to be made.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     Section 8.1 CERTAIN DEFINITIONS.

     For purposes of this Agreement:

         (a) The term "AFFILIATE," as applied to any person, means any other
person directly or indirectly controlling, controlled by, or under common
control with, that person. For the purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that person, whether through the
ownership of voting securities, by contract or otherwise.



                                       40
<PAGE>   47

         (b) The term "BUSINESS DAY" means any day, other than Saturday, Sunday
or a federal holiday, and shall consist of the time period from 12:01 a.m.
through 12:00 midnight Eastern time. In computing any time period under this
Agreement, the date of the event which begins the running of such time period
shall be included except that if such event occurs on other than a business day
such period shall begin to run on and shall include the first business day
thereafter.

         (c) The term "INCLUDING" means, unless the context clearly requires
otherwise, including but not limited to the things or matters named or listed
after that term.

         (d) The term "KNOWLEDGE," as applied to the Company, Parent or Merger
Sub, means the knowledge of the executive officers of the Company, Parent or
Merger Sub, as the case may be.

         (e) The term "PERSON" shall include individuals, corporations, limited
and general partnerships, trusts, limited liability companies, associations,
joint ventures, Governmental Entities and other entities and groups (which term
shall include a "GROUP" as such term is defined in Section 13(d)(3) of the
Exchange Act).

         (f) The term "SUBSIDIARY" or "SUBSIDIARIES" means, with respect to any
person, any entity of which such person, (either alone or through or together
with any other subsidiary), owns, directly or indirectly, stock or other equity
interests constituting more than 50% of the voting or economic interest in such
entity.

     Section 8.2 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. No
representations or warranties in this Agreement or any certificate, instrument
or other writing delivered pursuant to this Agreement shall survive beyond the
Effective Time. This Section 8.1 shall not limit any covenant or agreement of
the parties which by its terms contemplate performance after the Effective Time.
Without limiting the generality of the foregoing, Sections 5.8 and 5.9 shall
specifically survive the Merger and the Effective Time.

     Section 8.3 NOTICES. All notices, claims, demands and other communications
hereunder shall be in writing and shall be deemed given upon (a) confirmation of
receipt of a facsimile transmission, (b) confirmed delivery by a standard
overnight carrier or when delivered by hand or (c) the expiration of five
business days after the day when mailed by registered or certified mail (postage
prepaid, return receipt requested), addressed to the respective parties at the
following addresses (or such other address for a party as shall be specified by
like notice):




                                       41
<PAGE>   48

                  (a)      If to Parent and Merger Sub, to:

                           Wilmar Industries, Inc.
                           303 Harper Drive
                           Moorestown, NJ 08057
                           Facsimile: (856) 533-3104
                           Attention: William S. Green

                           with copies to:

                           Parthenon Capital
                           200 State Street, 11th Floor
                           Boston, MA 02109
                           Facsimile: (617) 478-7010
                           Attention: Drew Sawyer

                           Paul, Weiss, Rifkind, Wharton & Garrison
                           1285 Avenue of the Americas
                           New York, NY 10019-6064
                           Facsimile:  (212) 373-2744
                           Attention: Mark Underberg, Esq.

                  (b)      If to the Company, to:

                           Barnett, Inc.
                           801 West Bay Street
                           Jacksonville, FL 32204
                           Facsimile: (904) 384-3618
                           Attention: William R. Pray


                           with a copy to:

                           Foley & Lardner
                           Attn:    Charles V. Hedrick
                                    Gardner F. Davis
                           Post Office Box 240
                           200 Laura Street
                           Jacksonville, FL 32201-0240
                           Facsimile:  (904) 359-8700

     Section 8.4 AMENDMENTS; NO WAIVERS.

         (a) Any provision of this Agreement may be amended or waived prior to
the Effective Time if, and only if, such amendment or waiver is in writing and
signed, in the case of an amendment by the Company, Parent and Merger Sub or in
the case of a





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<PAGE>   49

waiver, by the party against whom the waiver is to be effective; provided that
after the adoption of this Agreement by the stockholders of the Company, there
shall be no amendment that by law requires further approval by the stockholders
of the Company without the further approval of such stockholders.

         (b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by Law.

     Section 8.5 EXPENSES. Except as provided in Section 5.3 and Section 7.5(c),
all Expenses incurred in connection with this Agreement shall be paid by the
party incurring such Expenses.

     Section 8.6 TRANSFER TAXES. All stock transfer, real estate transfer,
documentary, stamp, recording and other similar taxes (including interest,
penalties and additions to any such Taxes) ("Transfer Taxes") incurred in
connection with the transactions contemplated by this Agreement shall be paid by
either Parent and Merger Sub or the Surviving Corporation, and the Company shall
cooperate with Parent and Merger Sub in preparing, executing and filing any
returns with respect to such Transfer Taxes.

     Section 8.7 SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of the other parties hereto, except that Parent and Merger
Sub may assign this Agreement to their respective lending banks.

     Section 8.8 GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL. (a) THIS
AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE
INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE
STATE OF DELAWARE. The parties irrevocably submit to the jurisdiction of the
federal courts of the United States of America located in the State of Delaware
solely in respect of the interpretation and enforcement of the provisions of
this Agreement and of the documents referred to in this Agreement, and in
respect of the transactions contemplated by this Agreement and by those
documents, and hereby waive, and agree not to assert, as a defense in any
action, suit or proceeding for the interpretation or enforcement of this
Agreement or of any such document, that it is not subject to this Agreement or
that such action, suit or proceeding may not be brought or is not maintainable
in said courts or that the venue thereof may not be appropriate or that this
Agreement or any such document may not be enforced in or by such courts, and the
parties hereto irrevocably agree that all claims with respect to such action or
proceeding shall be heard and determined in such a federal court. The parties
hereby consent to and grant any such court jurisdiction over the person of such
parties and over the subject matter of such dispute and agree that mailing of





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process or other papers in connection with any such action or proceeding in the
manner provided in Section 8.4 or in such other manner as may be permitted by
law, shall be valid and sufficient service thereof.

         (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 8.8.

     Section 8.9 COUNTERPARTS; EFFECTIVENESS. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto.

     Section 8.10 SEVERABILITY. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any 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 materially
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 transactions contemplated hereby are fulfilled to the extent possible.

     Section 8.11 SPECIFIC PERFORMANCE. The parties hereby acknowledge and agree
that the failure of any party to perform its agreements and covenants hereunder,
including its failure to take all actions as are necessary on its part to the
consummation of the Merger, will cause irreparable injury to the other parties,
for which damages, even if available, will not be an adequate remedy.
Accordingly, each party hereby consents to the issuance of injunctive relief by
any court of competent jurisdiction to compel performance of such party's
obligations and to the granting by any court of the remedy of specific
performance of its obligations hereunder.




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<PAGE>   51

     Section 8.12 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES. This Agreement
(including any exhibits and annexes to this Agreement), (i) constitutes the
entire agreement, and supersedes all prior agreements, representations and
warranties, and understandings, both written and oral, among the parties with
respect to the subject matter of this Agreement and (ii) except for the
provisions of Article II and Sections 5.8 and 5.9, is not intended to confer
upon any person other than the parties any rights or remedies. Notwithstanding
the foregoing, the Confidentiality Agreement shall remain in full force and
effect.






                                       45
<PAGE>   52


         IN WITNESS WHEREOF, each of Parent, Merger Sub and the Company has
caused this Agreement to be executed on its behalf by its officers thereunder to
duly authorized, all as of the date first above written.

                                         WILMAR INDUSTRIES, INC.


                                         By:      /s/  Michael J. Grebe
                                            -----------------------------------
                                              Name:  Michael J. Grebe
                                              Title:  President


                                         BW ACQUISITION, INC.


                                         By:      /s/  William Sanford
                                            -----------------------------------
                                              Name:  William Sanford
                                              Title:  Vice President


                                         BARNETT, INC.


                                         By:      /s/  William Pray
                                            -----------------------------------
                                              Name:  William Pray
                                              Title:  Chief Executive Officer






                                       46