EXHIBIT 10(g)


                    AGREEMENT OF PURCHASE AND SALE OF ASSETS


AGREEMENT dated March 25, 1999 by and among UNIVERSAL SUPPLY GROUP, INC., a New
Jersey corporation having its principal office at 275 Wagaraw Road, Hawthorne,
New Jersey 07506 ("Seller"), COLONIAL COMMERCIAL CORP., a New York corporation
having its principal office at 3601 Hempstead Turnpike, Levittown, New York
11756 ("Parent"), COLONIAL COMMERCIAL SUB CORP., a New York corporation which is
wholly owned by Parent and has its principal office c/o Parent ("Purchaser"),
and JOHN A. HILDEBRANDT ("JAH"), PAUL H. HILDEBRANDT ("PHH"), KARYN HILDEBRANDT
, LISA HILDEBRANDT, KIRSTEN LEBLANC, PAUL J. HILDEBRANDT, TERRY L. SCHROEDER,
SUSAN L. SALEK, JOHN R. HILDEBRANDT and JANNA L. MORGAN. The parties other than
Seller, Parent and Purchaser are sometimes referred to herein collectively as
the Shareholders. JAH and PHH are referred to herein as the Majority
Shareholders, and the Shareholders other than JAH and PHH are sometimes referred
to herein as the "Other Shareholders." The Shareholders own all of the
outstanding capital stock of Seller and each has an office c/o Seller.


                              W I T N E S S E T H:
                              --------------------


IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth,
the parties hereby agree as follows:


1.   Purchase And Sale Of Business And Assets.
     ----------------------------------------


     (a)       Subject to and upon the terms and conditions set forth in this
               Agreement, Seller will sell, transfer, convey, assign and deliver
               to Purchaser, and Purchaser will purchase, at the Closing
               hereunder, all of the business, assets, properties, goodwill and
               rights of Seller as a going concern, of every nature, kind and
               description, tangible and intangible, wheresoever located and
               whether or not carried or reflected on the books and records of
               Seller (hereinafter sometimes collectively called "Seller's
               Assets"), including, without limitation,


                  (i) The cash on hand and in banks of Seller, its commercial
                    paper, checks and drafts not yet collected, treasury bills,
                    bank deposits, certificates of deposit, accrued interest and
                    any and all other cash items, of whatever nature and kind;


                  (ii) All merchandise, inventories, materials and supplies used
                    in the business of Seller including items in transit from
                    vendors (hereinafter collectively referred to as
                    "Inventory");


                  (iii) All accounts receivable, notes receivable and all
                    accrued or unaccrued payments or obligations which have
                    inured or shall inure to the benefit of Seller as of the
                    Closing Date;


                  (iv) All machinery, equipment, office equipment, leasehold
                    improvements, motor vehicles, fixtures, and supplies of
                    Seller existing as of the Closing Date, including any
                    replacements thereof;


                  (v) All of the right, title and interest of Seller in and to
                    all United States and foreign patents, trademarks and
                    copyrights, application for any of the foregoing,
                    inventions, product formulations, trade secrets, if any,
                    relating to the product lines in effect as of the Closing
                    Date, and in and to the name "Universal Supply Group," and
                    any and all variations or derivations thereof and in and to
                    all logos, insignias and advertising materials bearing the
                    name " Universal Supply Group," and all trade names, and
                    trademarks currently used by Seller in connection with its
                    business (the "Business");


                  (vi) All of the right, title and interest in and to all leases
                    of real and personal property to which Seller is a party
                    with respect to the Business;


                  (vii) All of the right title and interest of Seller in and to
                    all agreements, contracts and orders, license agreements,
                    franchise and all other agreements and contracts with
                    respect to the Business;


                  (viii) The lists of Seller of suppliers and of clients which
                    exist as of the Closing Date;


                  (ix) Seller's client records, client files and other client
                    property;


                  (x) all employee lists, files, papers, books, records, sales
                    and advertising materials and records, sales and purchase
                    correspondence, affecting or pertaining to Seller's
                    ownership and/or use of Seller's Assets;


                  (xi) All deposits, credits and prepaid items related to or
                    arising from the Business;


                  (xii)    All insurance policies of Seller;


                  (xiii) All financial records pertaining to the Business;


                  (xiv)    The goodwill of Seller;


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                  (xv) The assets referred to in disclosures heretofore made by
                    Seller to Purchaser;


                  (xvi) The assets reflected on the Balance Sheet referred to
                    herein, with only such dispositions of such assets reflected
                    on the Balance Sheet as shall have occurred in the ordinary
                    course of Seller's business between the date thereof and the
                    Closing and which are permitted by the terms hereof


                  (xvii) All other assets, properties, rights and businesses of
                    every kind and nature owned or held by Seller relating to
                    the Business, including deferred or prepaid taxes, or rights
                    to tax refunds, or in which Seller has an interest, on the
                    date hereof, known or unknown, fixed or unfixed, choate or
                    inchoate, accrued, absolute, contingent or otherwise,
                    whether or not specifically referred to in this Agreement.


     (b)       Seller's Assets shall be conveyed free and clear of all
               liabilities, obligations, liens and encumbrances excepting only
               those liabilities and obligations which are to be assumed by
               Purchaser hereunder and those liens and encumbrances securing the
               same which are disclosed herein or expressly permitted by the
               terms hereof.


     (c)       The minute books, stock record books and the corporate seal of
               Seller (collectively the "Excluded Assets") are excluded from
               Seller's Assets.


     (d)       Purchaser acknowledges that Seller has used premises owned by
               certain of the Shareholders and that such premises are not
               included in Seller's Assets.


2.   Purchase Price.
     --------------


     (a)       In consideration of the sale, transfer, conveyance, assignment
               and delivery of the Seller's Assets by Seller to Purchaser, and
               in reliance upon the representations and warranties made herein
               by Seller and Shareholders, Purchaser will, in full payment
               thereof, pay to Seller at the Closing a total purchase price (the
               "Purchase Price") equal to the sum of:


                  (i) Seller's Net Book Value (as hereinafter defined) appearing
                    on the balance sheet to be included in the Approved March
                    1999 Audited Balance Sheet (as defined in Section 3(a)(ii)),
                    plus


                  (ii) an amount equal to the interest which would have accrued
                    on the Net Book Value from March 31, 1999 until the Closing
                    at a rate equal to 5.07% per annum; plus


                  (iii)     $2,500,000.


     (b)       "Net Book Value" means the total value of all recorded assets
               less the total value of all liabilities.


     (c)       The Purchase Price shall be payable at the Closing by wire
               transfer of 95% of the Purchase Price to Seller, and by wire
               transfer of the balance of the Purchase Price to J. Bennett
               Farrell, Esq., as escrow agent (the "Escrow Agent") under an
               agreement in the form of an exhibit to this Agreement (the
               "Escrow Agreement").

     (d)
                  (i) In addition to the foregoing, Purchaser and Parent will at
                    the Closing jointly and severally assume (i) the liabilities
                    which are reflected in the March 1999 Audited Balance Sheet
                    (as hereinafter defined), (ii) liabilities accruing in the
                    ordinary course of business from and after April 1, 1999 and
                    (iii) liabilities which arise from and after April 1, 1999
                    under Contracts referred to in Seller's disclosure schedule
                    ("Seller's Disclosure Schedule") as "Assumed Contracts."

                  (ii) Anything in this Agreement to the contrary
                    notwithstanding, Purchaser and Parent shall not assume, or
                    in any way be liable or responsible for


                  (a) all liabilities or obligations for any foreign, federal,
                      state, country or local income, franchise, gross receipts
                      or value added taxes, or any interest, additions to tax or
                      penalties thereon, accrued for, applicable to or arising
                      from any period through March 31, 1999; or


                  (b) any liability to the extent covered and. without cost to
                      Seller, paid by insurance of Seller pursuant to a policy
                      in effect of or prior to Closing.


     (e)       Allocation of Purchase Price. Of the purchase price, $150,000
               shall be allocated to the agreement not to compete which is
               referred to in Section 5(e), an amount equal to the Net Book
               Value on Seller's March 1999 Audited Financial Statements shall
               be allocated to Seller's Assets other than goodwill, and the
               balance of the purchase price shall be allocated to goodwill.



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3.   Certain Other Agreements.


     (a)       Preparation Of Financial Statements.
               ------------------------------------


                  (i) Commencing immediately after the date hereof, Seller and
                    Shareholders shall use their best efforts to cause a
                    recognized firm of independent certified public accountants
                    promptly to audit the balance sheet of Seller as of March
                    31, 1999 (the "March 1999 Audited Balance Sheet") and the
                    other financial statements of Seller for the years ended
                    March 31, 1999 and 1998 (together with the March 1999
                    Audited Balance Sheet, the "Audited Financial Statements")
                    in accordance with generally accepted accounting principles
                    consistent with those used by Parent in the preparation of
                    Parent's financial statements ("GAAP").


                  (ii) Seller and Shareholders shall forthwith upon completion
                    of such financial statements present such statements to
                    Purchaser and its accountants for review. The term "Approved
                    March 1999 Audited Balance Sheet" means the March 1999
                    Audited Balance Sheet which has been reviewed by Purchaser
                    as aforesaid and which is satisfactory in form and substance
                    to Purchaser and its accountants. The term "Approved Audited
                    Financial Statements" as used herein means Audited Financial
                    Statements which have been reviewed by Purchaser as
                    aforesaid and which are satisfactory in form and substance
                    to Purchaser and its accountants. Approved Audited Financial
                    Statements for the year ended March 31, 1999 are referred to
                    herein as the "Approved March 1999 Audited Statements,"
                    Approved Audited Financial Statements for the year ended
                    March 31, 1998 are referred to herein as the "Approved March
                    1998 Audited Statements."


                  (iii) Purchaser shall at the Closing reimburse Seller for all
                    amounts expended by Seller prior to March 31, 1999 towards
                    the preparation of the Approved Audited Financial
                    Statements.


                  (iv) If this Agreement is terminated without a Closing other
                    than by reason of a breach by Seller or any Shareholder of
                    any representation or warranty or covenant herein, then
                    Purchaser shall reimburse Seller for all amounts expended by
                    Seller to KPMG towards the preparation of the Approved
                    Audited Financial Statements, less the cost of preparing the
                    March 1999 Audited Balance Sheet.


     (b)       No Action Letter. In the event that by the close of business on
               ----------------
               July 1, 1999 Purchaser shall have reviewed and found satisfactory
               the March 1999 Audited Balance Sheet, but despite their best
               efforts referred to in Section (a), Seller and Shareholders shall
               have failed to present to Purchaser (1) all of Seller's other
               audited financial statements for the year ended March 31, 1999
               and (2) all of Seller's audited financial statements for the year
               ended March 31, 1998, or if by the close of business on July 31,
               1999 Purchaser shall not have determined that all statements
               referred to in clauses (1) and (2) constitute Approved Audited
               Financial Statements, then Parent shall apply to the Securities
               and Exchange Commission (the "SEC") and the National Association
               of Securities Dealers (the "NASD") for no-action or other letters
               in which the SEC and the NASD set forth to Parent the
               consequences to Parent should the transaction hereunder be
               consummated without the availability for filing of such
               statements referred to in clauses (1) and (2). If, and only if,
               Parent's Board of Directors in its sole discretion deem such
               consequences acceptable, such letters shall be deemed "Acceptable
               SEC-NASD Letters" within the meaning of this Agreement.

     (c)       Leases.
               ------


                  (i) There are attached hereto forms of leases ("Affiliated
                    Leases") for premises owned by certain Shareholders. At the
                    Closing, such Shareholders as landlord shall enter into the
                    Affiliated Leases with Purchaser as tenant for the aforesaid
                    premises.


                  (ii) Seller and Shareholders shall use their best efforts to
                    cause the landlord of the premises located at Wharton, North
                    Brunswick and Cedar Knolls, New Jersey, prior to the Closing
                    to consent (the "Landlord Consent") to the assignment of the
                    lease therefor (each, an "Unaffiliated Lease") to Purchaser.


     (d)       Payment Of Brokerage Fees. Shareholders shall alone be
               -------------------------
               responsible for the obligations incurred by Seller and
               Shareholders to Gottesman Company, and such obligations shall not
               be paid by Seller. Parent and Purchaser shall alone be
               responsible for the obligations incurred by them to Gottesman
               Company.


     (e)       Certain Payments And Assignments By Purchaser.
               ----------------------------------------------


                  (i)      On The First Anniversary Of The Closing:
                           ---------------------------------------


                      (i)  Purchaser shall pay to Seller all amounts theretofore
                           recovered by Purchaser in respect of obsolete
                           inventory and receivables which was included in
                           Seller's Assets and for which zero value was assigned
                           in the calculation of Net Book Value ("Zero Value
                           Assets").


                      (ii) Purchaser shall assign to Seller, without recourse,
                           any Zero Value Assets which Purchaser shall not have
                           recovered as of the first anniversary of the Closing.


                  (ii) Receipts from obligors shall be applied against
                    receivables in the order in which the receivables arose, on
                    a first in, first out basis, except where an obligor
                    disputes a receivable, in which case receipts shall be
                    applied first against the undisputed receivables on a first
                    in-first out basis.


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4.   Closing.
     -------


     (a)       The Closing shall take place at the offices of Oscar D. Folger at
               10:00 A.M., local time, on the 10th business day after each of
               (i), (ii) and (iii) shall have occurred, namely:


                  (i) Seller shall have delivered the Approved March 1999
                    Audited Balance Sheet to Purchaser,


                  (ii) either (1) Seller shall have delivered the statements
                    referred to in clauses (1) and (2) of Section 3(b) or (2)
                    Purchaser shall have received Acceptable SEC-NASD Letters,
                    and


                  (iii) Seller shall have obtained the Landlord Consents .


     (b)       Without limiting the generality of the provisions of Section
               4(a), Parent and Purchaser shall not be obligated to consummate
               this transaction if all such conditions are not satisfied by the
               close of business on July 31, 1999. In such event each party
               shall bear its own expenses, except that nothing in this sentence
               shall relieve Seller or Shareholders from any breach by them of
               any obligations under this Agreement, including without
               limitation, the breach of their obligation to use their best
               efforts to cause the aforesaid conditions to be satisfied..


     (c)       Notwithstanding the foregoing, if this Agreement is terminated
               without a Closing other than by reason of a breach by Seller or
               any Shareholder of any representation or warranty or covenant
               herein, then Purchaser shall reimburse Seller for all amounts
               expended by Seller to KPMG towards the preparation of the
               Approved Audited Financial Statements, less the cost of preparing
               the March 1999 Audited Balance Sheet.


5.   Other Transactions At Closing; Further Assurances.
     --------------------------------------------------


     (a)      At the Closing, Seller and Shareholders will deliver to Purchaser:


                  (i) A Bill of Sale duly executed by Seller in the form of an
                    Exhibit to this Agreement;


                  (ii) Such other good and sufficient instruments of conveyance,
                    assignment and transfer, in form and substance satisfactory
                    to Purchaser's counsel, as shall be effective to vest in
                    Purchaser good and marketable title to Seller's Assets;


                  (iii) all contracts, files and other data and documents
                    pertaining to Seller's Assets, except Seller's minute books
                    and stock ledger records, (which may be delivered at the
                    offices of Seller);


                  (iv) all documents required to be delivered to Purchaser under
                    the provisions of this Agreement;


                  (v) copies of the certificate of incorporation of Seller
                    certified as of a date within 10 days of the Closing Date by
                    an appropriate government official of New Jersey and
                    certified by its respective Secretary as to the absence of
                    any amendments between the dates of certification by the
                    official and the Closing Date;


                  (vi) a certificate from the appropriate governmental official
                    in New York and New Jersey and in each state in which Seller
                    is qualified to do business as to the good standing and of
                    the payment of taxes by Seller in such jurisdictions as of a
                    date within ten days of the Closing Date;


                  (vii) copies of the bylaws of Seller, certified by its
                    Secretary as a true and correct copy thereof as of the
                    Closing Date;


                  (viii) all consents from third parties, if any, as are
                    required to consummate the sale of Seller's Assets;


                  (ix) the instruments referred to in Section 10;


                  (x) the opinion of Seller's counsel referred to in Section 10;
                    and


                  (xi) such other documents as may be required pursuant to this
                    Agreement or as may reasonably by requested by Purchaser and
                    its counsel.


     (b) On the Closing Date, Purchaser shall deliver or cause to be delivered
to Seller the following:


                  (i)      payment of the amounts specified in Section 2:


                  (ii) a copy of the resolutions of the Board of Directors of
                    Purchaser, together with any and all required resolutions or
                    consents of the shareholders thereof, approving the
                    execution and delivery of this Agreement and the
                    consummation of all of the transactions contemplated hereby,
                    duly certified by an officer of Purchaser;


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                  (iii)    the instruments  referred to in Section 9; and


                  (iv) such other documents as may be required pursuant to this
                    Agreement or as may reasonably be requested by Seller and
                    its counsel.


     (c)       At the Closing, Purchaser will execute and deliver, and Seller
               and Shareholders will cause to execute and deliver, an employment
               contract with each of John R. Hildebrandt, William Salek and
               William Pagano in the form of Exhibits to this Agreement.


     (d)       At the Closing, Purchaser will enter into the Affiliated Leases
               with the Shareholders who are the landlords thereunder.


     (e)       At the Closing, Seller and each Majority Shareholder shall
               execute and deliver to Purchaser a non-competition agreement in
               the form of an Exhibit to this Agreement.


     (f)       At least ten days prior to the Closing, Seller and the
               Shareholders will deliver to Purchaser a duly executed and
               acknowledged certificate of amendment to Seller's certificate of
               incorporation or other appropriate document which is required to
               change Seller's corporate name to a new name bearing no
               resemblance to its present name so as to make Seller's present
               name available to Purchaser. Purchaser is hereby authorized to
               file such certificate or other document (at Seller's expense) in
               order to effectuate such change of name at or after the Closing
               as Purchaser shall elect.


     (g)       At any time and from time to time after the Closing, at
               Purchaser's request and without further consideration, Seller and
               Shareholders will execute and deliver such other instruments of
               sale, transfer, conveyance, assignment and confirmation and take
               such action as Purchaser may reasonably deem necessary or
               desirable in order to more effectively transfer, convey and
               assign to Purchaser, and to confirm Purchaser's title to, all of
               Seller's assets, to put Purchaser in actual possession and
               operating control thereof and to assist Purchaser in exercising
               all rights with respect thereto.


     (h)       After the Closing, at reasonable times and on reasonable notice,
               Seller shall have access to the books and records pertaining to
               its operations and business prior to the Closing, and Purchaser
               shall have access to the minute books and stock ledger records of
               Seller, and Purchaser shall retain such books and records, and
               Seller shall retain such minute books and stock ledger records,
               for a period of three years after the Closing.


     (i)       Seller agrees that Purchaser shall have the right and authority
               to collect for its own account all receivables and other items
               which shall be transferred to Purchaser as provided herein and to
               endorse with the name of Seller any checks received on account of
               any such receivables or other items. Seller agrees that it will
               promptly transfer and deliver to Purchaser any cash or other
               property which Seller may receive in respect of such receivables
               or other items.


6.   Representations And Warranties By Seller And Shareholders. Seller and each
     ---------------------------------------------------------
     Majority Shareholder jointly and severally, and each Other Shareholder
     severally, represents and warrants to Purchaser as follows (it being
     understood that each representation and warranty is made by each Other
     Shareholder only to the best of his or her knowledge):


     (a)       Organization, Standing and Qualification. Seller is a corporation
               duly organized, validly existing and in good standing under the
               laws of New Jersey; it has all requisite corporate power and
               authority and is entitled to carry on its business as now being
               conducted and to own, lease or operate its properties as and in
               the places where such business is now conducted and such
               properties are now owned, leased or operated; and it is duly
               qualified, licensed or domesticated and in good standing as a
               foreign corporation authorized to do business in the states
               listed on Seller's Disclosure Schedule, which are the only states
               where the nature of the activities conducted by it or the
               character of the properties owned, leased or operated by it
               require such qualification, licensing or domestication. Seller
               has delivered to Purchaser true and complete copies of Seller's
               certificate of incorporation and all amendments thereto,
               certified by the Secretary of State of the State of , and the
               by-laws of Seller as presently in effect, certified as true and
               correct by Seller's Secretary.


     (b)       Subsidiaries. Seller has no subsidiaries except those listed on
               Seller's Disclosure Schedule. Seller has no interest, direct or
               indirect, and has no commitment to purchase any interest, direct
               or indirect, in any other corporation or in any partnership,
               joint venture or other business enterprise or entity other than
               as set forth on Seller's Disclosure Schedule. The business
               carried on by Seller has not been conducted through any other
               direct or indirect subsidiary or affiliate of any Shareholder.

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     (c)       Transactions with Certain Persons.


                  (i) Except as set forth on Seller's Disclosure Schedule,
                    during the past three years Seller has not, directly or
                    indirectly, purchased, leased from others or otherwise
                    acquired any property or obtained any services from, or
                    sold, leased to others or otherwise disposed of any property
                    or furnished any services to, or otherwise dealt with
                    (except with respect to remuneration for services rendered
                    as a director, officer or employee of Seller), in the
                    ordinary course of business or otherwise, (i) any
                    shareholder of Seller or (ii) any person, firm or
                    corporation which, directly or indirectly, alone or together
                    with others, controls, is controlled by or is under common
                    control with Seller or any shareholder of Seller.


                  (ii) Seller does not owe any amount to, or have any contract
                    with or commitment to, any of its shareholders, directors,
                    officers, employees or consultants (other than compensation
                    for current services not yet due and payable and
                    reimbursement of expenses arising in the ordinary course of
                    business), and none of such persons owes any amount to
                    Seller.


                  (iii) No part of the property or assets of any Shareholder or
                    any direct or indirect subsidiary or affiliate of any
                    Shareholder is used by Seller.


     (d)       Execution, Delivery and Performance of Agreement; Authority.
               Neither the execution, delivery nor performance of this Agreement
               by Seller or any Shareholder will, with or without the giving of
               notice or the passage of time, or both, conflict with, result in
               a default, right to accelerate or loss of rights under, or result
               in the creation of any lien, charge or encumbrance pursuant to,
               any provision of Seller's certificate of incorporation or by-laws
               or any franchise, mortgage, deed of trust, lease, license,
               agreement, understanding, law, rule or regulation or any order,
               judgment or decree to which Seller or any Shareholder is a party
               or by which any of them may be bound or affected. Seller and each
               Shareholder have the full power and authority to enter into this
               Agreement and to carry out the transactions contemplated hereby,
               all proceedings required to be taken by them or their
               stockholders to authorize the execution, delivery and performance
               of this Agreement and the agreements relating hereto have been
               properly taken and this Agreement constitutes a valid and binding
               obligation of Seller and each Shareholder.


     (e)       Capitalization. The presently authorized, issued and outstanding
               shares of capital stock of Seller and the names and addresses of
               the record and beneficial owners thereof are as set forth on
               Seller's Disclosure Schedule. Except as set forth on Seller's
               Disclosure Schedule, there are no outstanding subscriptions,
               options, warrants, calls, contracts, demands, commitments,
               convertible securities or other agreements or arrangements of any
               character or nature whatever under which Seller or any
               Shareholder is or may become obligated to issue, assign or
               transfer any shares of the capital stock of Seller, and there are
               no rights of first refusal or similar rights with respect to any
               such shares.


     (f)       Ownership of Seller's Capital Stock. Each of the Shareholders is
               the lawful record and beneficial owner of the number of shares of
               Seller's capital stock set opposite his name on Seller's
               Disclosure Schedule, free and clear of any liens, claims,
               encumbrances or restrictions of any kind, and all of such shares
               are validly issued and outstanding, fully paid and nonassessable.


     (g)       Financial Statements.


                  (i) Attached to this Agreement as exhibits are copies of the
                    following financial statements (hereinafter collectively
                    called the "Financial Statements"), all of which are
                    complete and correct, have been prepared from the books and
                    records of Seller in accordance with generally accepted
                    accounting principles consistently applied and maintained
                    throughout the periods indicated and present fairly the
                    financial condition of Seller as at their respective dates
                    and the results of its operations for the periods covered
                    thereby:


                      (i)  an unaudited balance sheet of Seller (the "Balance
                           Sheet") as at December 31, 1998 (the "Balance Sheet
                           Date") and Seller's unaudited statements of earnings
                           and source and application of funds for the nine
                           months then ended;


                      (ii) an unaudited balance sheet of Seller as at March 31,
                           1998 and Seller's unaudited Statement of earnings and
                           source and application of funds for the 52-week
                           period then ended; and


                      (iii)an unaudited balance sheet of Seller as at March 31,
                         1997 and Seller's unaudited Statement of earnings and
                         source and application of funds for the 52-week period
                         then ended.


                  (ii) Such statements of earnings do not contain any items of
                    special or nonrecurring income or any other income not
                    earned in the ordinary course of business except as
                    expressly specified therein, and such interim financial
                    statements include all adjustments, which consist only of
                    normal recurring accruals, necessary for such fair
                    presentation.


                  (iii) The Approved Audited Financial Statements shall be
                    prepared from the books and records of Seller in accordance
                    with GAAP and shall fairly present the financial condition
                    of Seller as at their respective dates and the results of
                    its operations for the periods covered thereby.


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     (h)       Absence of Undisclosed Liabilities. Except as and to the extent
               reflected or reserved against on the face of the Balance Sheet
               (excluding the notes thereto), as of the Balance Sheet Date
               Seller had no debts, liabilities or obligations, or any foreign
               or domestic tax liabilities or deferred tax liabilities incurred
               in respect of or measured by Seller's income, or its property or
               authorized or outstanding capital stock, for any period prior to
               the close of business on the Balance Sheet Date or any other
               debts, liabilities or obligations relating to or arising out of
               any act, transaction, circumstance or state of facts which
               occurred or existed on or before the Balance Sheet Date, whether
               or not then known, due or payable. None of the Seller's employees
               is now or, will by the passage of time hereafter become, entitled
               to receive any vacation time, vacation pay or severance pay
               attributable to services rendered prior to the Balance Sheet Date
               except as disclosed on the face of the Balance Sheet (excluding
               the notes thereto).


     (i)       Taxes. All taxes, including, without limitation, income,
               property, sales, use, franchise, added value, employees' income
               withholding and social security taxes, imposed by the United
               States or by any foreign country or by any state, municipality,
               subdivision or instrumentality of the United States or of any
               foreign country, or by any other taxing authority, which are due
               or payable by Seller, and all interest and penalties thereon,
               whether disputed or not, have been paid in full, all tax returns
               required to be filed in connection therewith have been accurately
               prepared and duly and timely filed and all deposits required by
               law to be made by Seller with respect to employees' withholding
               taxes have been duly made. Seller has not been delinquent in the
               payment of any foreign or domestic tax, assessment or
               governmental charge or deposit and has no tax deficiency or claim
               outstanding, proposed or assessed against it, and there is no
               basis for any such deficiency or claim.


     (j)       Absence of Changes or Events. Except as set forth in Seller's
               Disclosure Schedule, since the Balance Sheet Date Seller has
               conducted its business only in the ordinary course and has not:


                  (i) incurred any obligation or liability, absolute, accrued,
                    contingent or otherwise, whether due or to become due,
                    except current liabilities for trade or business obligations
                    incurred in the ordinary course of business and consistent
                    with its prior practice, none of which liabilities, in any
                    case or in the aggregate, materially and adversely affects
                    the business, liabilities or financial condition of Seller;


                  (ii) discharged or satisfied any lien, charge or encumbrance
                    other than those then required to be discharged or
                    satisfied, or paid any obligation or liability, absolute,
                    accrued, contingent or otherwise, whether due or to become
                    due, other than current liabilities shown on the Balance
                    Sheet and current liabilities incurred since the Balance
                    Sheet Date in the ordinary course of business and consistent
                    with its prior practice;


                  (iii) declared or made any payment of dividends or other
                    distribution to its shareholders or upon or in respect of
                    any shares of its capital stock, or purchased, retired or
                    redeemed, or obligated itself to purchase, retire or redeem,
                    any of its shares of capital stock or other securities;


                  (iv) mortgaged, pledged or subjected to lien, charge, security
                    interest or any other encumbrance or restriction any of its
                    property, business or assets, tangible or intangible;


                  (v) sold, transferred, leased to others or otherwise disposed
                    of any of its assets, except for inventory sold in the
                    ordinary course of business, or canceled or compromised any
                    debt or claim, or waived or released any right of
                    substantial value;


                  (vi) received any notice of termination of any contract, lease
                    or other agreement or suffered any damage, destruction or
                    loss (whether or not covered by insurance) which, in any
                    case or in the aggregate, has had a materially adverse
                    effect on the assets, operations or prospects of Seller;


                  (vii) encountered any labor union organizing activity, had any
                    actual or threatened employee strikes, work-stoppages,
                    slow-downs or lock-outs, or had any material change in its
                    relations with its employees, agents, customers or
                    suppliers;


                  (viii) transferred or granted any rights under, or entered
                    into any settlement regarding the breach or infringement of,
                    any United States or foreign license, patent, copyright,
                    trademark, trade name, invention or similar rights, or
                    modified any existing rights with respect thereto;


                  (ix) except in the ordinary course of business, made any
                    change in the rate of compensation, commission, bonus or
                    other direct or indirect remuneration payable, or paid or
                    agreed or orally promised to pay, conditionally or
                    otherwise, any bonus, extra compensation pension or
                    severance or vacation pay, to any shareholder, director,
                    officer, employee, salesman, distributor or agent of Seller;


                  (x) issued or sold any shares of its capital stock or other
                    securities, or issued, granted or sold any options, rights
                    or warrants with respect thereto, or acquired any capital
                    stock or other securities of any corporation or any interest
                    in any business enterprise, or otherwise made any loan or
                    advance to or investment in any person, firm or corporation;


                                      -15-


<PAGE>



                  (xi) made any capital expenditures or capital additions or
                    betterments in excess of an aggregate of $50,000;


                  (xii) changed its banking or safe deposit arrangements;


                  (xiii) instituted, settled or agreed to settle any litigation,
                    action or proceeding before any court or governmental body
                    relating to Seller or its property;


                  (xiv) failed to replenish its inventories and supplies in a
                    normal and customary manner consistent with its prior
                    practice, or made any purchase commitment in excess of the
                    normal, ordinary and usual requirements of its business or
                    at any price in excess of the then current market price or
                    upon terms and conditions more onerous than those usual and
                    customary in the industry, or made any change in its
                    selling, pricing, advertising or personal practices
                    inconsistent with its prior practice and prudent business
                    practices prevailing in the industry;


                  (xv) suffered any change, event or condition which, in any
                    case or in the aggregate, has had or may have a materially
                    adverse affect on Seller's condition (financial or
                    otherwise), properties, assets, liabilities, operations or
                    prospects, including, without limitation, any change in
                    Seller's revenues, costs, backlog or relations with its
                    employees, agents, customers or suppliers;


                  (xvi) entered into any transaction, contract or commitment
                    other than in the ordinary course of business or paid or
                    agreed to pay any legal, accounting, brokerage, finder's
                    fee, taxes or other expenses in connection with, or incurred
                    by severance pay obligations by reason of, this Agreement or
                    the transactions contemplated hereby; or


                  (xvii) entered into any agreement or made any commitment to
                    take any of the types of action described in subparagraphs
                    (i) through (xvi) above.


     (k)       Litigation. Except as set forth in Seller's Disclosure Schedule,
               there is no claim, legal action, suit, arbitration, governmental
               investigation or other legal or administrative proceeding, nor
               any order, decree or judgment in progress, pending or in effect,
               or to the knowledge of Seller or any Shareholder threatened,
               against or relating to Seller, its officers, directors or
               employees, its properties, assets or business or the transactions
               contemplated by this Agreement, and neither Seller nor any
               Shareholder knows or has reason to be aware of any basis for the
               same.


     (l)       Compliance with Laws and Other Instruments. Except as set forth
               Seller's Disclosure Schedule, Seller has complied with all
               existing laws, rules, regulations, ordinances, orders, judgments
               and decrees now or hereafter applicable to its business,
               properties or operations as presently conducted. Neither the
               ownership nor use of Seller's properties nor the conduct of its
               business conflicts with the rights of any other person, firm or
               corporation or violates, or with or without the giving of notice
               or the passage of time, or both, will violate, conflict with or
               result in a default, right to accelerate or loss of rights under,
               any terms or provisions of its certificate of incorporation or
               by-laws as presently in effect, or any lien, encumbrance,
               mortgage, deed of trust, lease, license, agreement,
               understanding, law, ordinance, rule or regulation, or any order,
               judgment or decree to which Seller is a party or by which it may
               be bound or affected; and neither Seller nor any Shareholder is
               aware of any proposed laws, rules, regulations, ordinances,
               orders, judgments, decrees, governmental takings, condemnations
               or other proceedings which would be applicable to its business,
               operations or properties and which might adversely affect its
               properties, assets, liabilities, operations or prospects, either
               before or after the Closing.


     (m)       Title to Properties.


                  (i) Seller has good, marketable and insurable title to all the
                    properties and assets it owns or uses in its business or
                    purports to own, including, without limitation, those
                    reflected in its books and records and in the Balance Sheet
                    (except inventory sold after the Balance Sheet Date in the
                    ordinary course of business).


                  (ii) None of such properties and assets are subject to any
                    mortgage, pledge, lien, charge, security interest,
                    encumbrance, restriction, lease, license, easement,
                    liability or adverse claim of any nature whatsoever, direct
                    or indirect, whether accrued, absolute, contingent or
                    otherwise, except


              (1) as expressly set forth in the Balance Sheet as securing
                  specific liabilities or as otherwise expressly permitted by
                  the terms hereof or


              (2) those imperfections of title and encumbrances, if any, which


                  (a) are not substantial in character, amount or extent and do
                      not materially detract from the value of the properties
                      subject thereto,


                  (b) do not interfere with either the present and continued use
                      of such property or the conduct of Seller's normal
                      operations and


                                      -16-


<PAGE>



                  (c) have arisen only in the ordinary course of business.


                  (iii) All of the properties and assets owned, leased or used
                    by Seller are in good operating condition and repair, are
                    suitable for the purposes used, are adequate and sufficient
                    for all current operations of Seller and are directly
                    related to the business of Seller.


     (n)       Schedules.


                  (i) Seller's Disclosure Schedule includes a separate schedule
                    containing an accurate and complete list and description of:


              (1) All real property owned by Seller or in which Seller has a
                  leasehold or other interest or which is used by Seller in
                  connection with the operation of its business, together with a
                  description of each lease, sublease, license, or any other
                  instrument under which Seller claims or holds such leasehold
                  or other interest or right to the use thereof or pursuant to
                  which Seller has assigned, sublet or granted any rights
                  therein, identifying the parties thereto, the rental or other
                  payment terms, expiration date and cancellation and renewal
                  terms thereof.


              (2) As of a date no earlier than the Balance Sheet Date, all of
                  Seller's receivables (which shall include accounts receivable,
                  loans receivable and any advances), together with detailed
                  information as to each such listed receivable which has been
                  outstanding for more than 30 days.


              (3) All machinery, tools, equipment, motor vehicles, rolling stock
                  and other tangible personal property (other than inventory and
                  supplies), owned, leased or used by Seller except for items
                  having a value of less than $10,000 which do not, in the
                  aggregate, have a total value of more than $400,000, setting
                  forth with respect to all such listed property a summary
                  description of all leases, liens, claims, encumbrances,
                  charges, restrictions, covenants and conditions relating
                  thereto, identifying the parties thereto, the rental or other
                  payment terms, expiration date and cancellation and renewal
                  terms thereof.


              (4) All patents, patent applications, patent licenses, trademarks,
                  trademark registrations, and applications therefor, service
                  marks, service names, trade names, copyrights and copyright
                  registrations, and applications therefor, wholly or partially
                  owned or held by Seller or used in the operation of Seller's
                  business.


              (5) All fire, theft, casualty, liability and other insurance
                  policies insuring Seller, specifying with respect to each such
                  policy the name of the insurer, the risk insured against, the
                  limits of coverage, the deductible amount (if any), the
                  premium rate and the date through which coverage will continue
                  by virtue of premiums already paid. Except as disclosed in
                  Seller's Disclosure Schedule, such policies are with reputable
                  insurers, provide adequate coverage for all normal risks
                  incident to Seller's assets, properties and business
                  operations and are in character and amount at least equivalent
                  to that carried by persons engaged in a business subject to
                  the same or similar perils or hazards.


              (6) All sales agency or route distributorship agreements or
                  franchises or agreements providing for the services of an
                  independent contractor to which Seller is a party or by which
                  it is bound.


              (7) All contracts, agreements, commitments or licenses relating to
                  patents, trademarks, trade names, copyrights, inventions,
                  processes, know-how, formulae or trade secrets to which Seller
                  is a party or by which it is bound.


              (8) All loan agreements, indentures, mortgages, pledges,
                  conditional sale or title retention agreements, security
                  agreements, equipment obligations, guaranties, leases or lease
                  purchase agreements to which Seller is a party or by which it
                  is bound.


              (9) All contracts, agreements and commitments, whether or not
                  fully performed, in respect of the issuance, sale or transfer
                  of the capital stock, bonds or other securities of Seller or
                  pursuant to which Seller has acquired any substantial portion
                  of its business or assets.


              (10)All contracts, agreements, commitments or other understandings
                  or arrangements to which Seller is a party or by which it or
                  any of its property is bound or affected by excluding


                  (a) purchase and sales orders and commitments made in the
                      ordinary course of business involving payments or receipts
                      by Seller of less than $150,000 in any single case,


                  (b) contracts entered into in the ordinary course of business
                      and involving payments or receipts by Seller of less than
                      $150,000 in the case of any single contract but not more
                      than $500,000 in the aggregate, and


                                      -17-


<PAGE>



                  (c) contracts entered into in the ordinary course of business
                      which are terminable by Seller on less than 30 days'
                      notice without any penalty or consideration and involving
                      payments or receipts by Seller of less than $150,000 in
                      the case of any single contract but not more than $500,000
                      in the aggregate.


              (11)All collective bargaining agreements, employment and
                  consulting agreements, executive compensation plans, bonus
                  plans, deferred compensation agreements, employee pension
                  plans or retirement plans, employee stock options or stock
                  purchase plans and group life, health and accident insurance
                  and other employee benefit plans, agreements, arrangements or
                  commitments, whether or not legally binding, including,
                  without limitation, holiday, vacation, Christmas and other
                  bonus practices, to which Seller is a party or is bound which
                  relate to the operation of Seller's business.


              (12)The names and current annual salary rates of all persons
                  (including independent commission agents) whose annual
                  compensation (direct or indirect) from Seller is currently at
                  the rate of more than $75,000 per annum and showing separately
                  for each such person the amounts paid or payable as salary,
                  bonus payments and any indirect compensation for the year
                  ended December 31, 1998; and


              (13)The names of all of Seller's directors and officers; the name
                  of each bank in which Seller has an account or safe deposit
                  box and the names of all persons authorized to draw thereon or
                  have access thereto, and the names of all persons, if any,
                  holding tax or other powers of attorney from Seller and a
                  summary of the terms thereof.


                  (ii) All of the contracts, agreements, leases, licenses and
                    commitments required to be listed on Seller's Disclosure
                    Schedule (other than those which have been fully performed)
                    are valid and binding, enforceable in accordance with their
                    respective terms, in full force and effect and, except as
                    otherwise specified in Seller's Disclosure Schedule, ,
                    Purchaser will from and after the Closing be entitled to the
                    full benefits thereof. Except as disclosed in Seller's
                    Disclosure Schedule, there is not under any such contract,
                    agreement, lease, license or commitment any existing
                    default, or event which, after notice or lapse of time, or
                    both, would constitute a default or result in a right to
                    accelerate or loss of rights, and none of such contracts,
                    agreements, leases, licenses or commitments is, either when
                    considered singly or in the aggregate with others, unduly
                    burdensome, onerous or materially adverse to Seller's
                    business, properties, assets, earnings or prospects or
                    likely, either before or after the Closing, to result in any
                    material loss or liability. None of Seller's existing or
                    completed contracts is subject to renegotiating with any
                    governmental body. True and complete copies of all such
                    contracts, agreements, leases, licenses and other documents
                    listed on Seller's Disclosure Schedule (together with any
                    and all amendments thereto) have been delivered to Purchaser
                    and initialed by Seller's Secretary and identified with a
                    reference to this Section of this Agreement. Nothing in this
                    clause (ii) shall detract from or limit the liabilities
                    which Purchaser is required to assume under Section 2(d).


     (o)       Intangible Property.


                  (i) Seller's Disclosure Schedule sets forth a complete list
                    and concise description of the following:


              (1) all trademarks, service marks, trade names, label filings,
                  patents, copyrights, royalty rights, logos, applications
                  therefor and registrations thereof and inventions owned or
                  used (pursuant to license agreements or otherwise) by Seller
                  or any of its Subsidiaries in or applicable to the businesses
                  of Seller and its Subsidiaries (collectively, the "Proprietary
                  Rights"), and the jurisdictions in which the Proprietary
                  Rights have been registered, filed or issued;


              (2) contracts, agreements or understandings pursuant to which
                  Seller or any of its Subsidiaries has authorized any person to
                  use any of the Proprietary Rights; and


              (3) all research and development results, records of experiments,
                  scientific, technical, engineering and marketing data and
                  literature and other know-how, formulae and techniques,
                  recorded or available in any form whatsoever which are used in
                  connection with the operation of the businesses of Seller and
                  its Subsidiaries (Collectively, the "Trade Secrets").


                  (ii) The Proprietary Rights have been properly registered,
                    filed or issued in the offices and jurisdictions in which
                    such registration, filing or issuance is necessary to
                    protect the rights therein of Company and its Subsidiaries
                    for the conduct of their businesses, and all applicable fees
                    due and payable have been paid. Except as otherwise
                    indicated in Seller's Disclosure Schedule, Seller and its
                    Subsidiaries are the sole and exclusive owners of the
                    Proprietary Rights and the Trade Secrets and all rights
                    related thereto.


                  (iii) Except as set forth in Seller's Disclosure Schedule,
                    there are no claims or demands of any person pertaining to
                    the Proprietary Rights or the Trade Secrets or the rights of
                    Seller and its Subsidiaries thereunder, and no proceedings
                    have been instituted or are pending or, to the knowledge of
                    Seller, threatened which challenge the rights of Seller in
                    respect thereof, and none of the issued trademarks, service
                    marks, trade names, label filings, patents, copyrights,
                    logos, registrations thereof, or, as the case may be, the
                    rights granted to Seller in respect thereof and to be listed
                    in Seller's Disclosure Schedule,, infringes on or is being
                    infringed upon by others, and none is subject to any
                    outstanding order, decree, judgment, stipulation,
                    injunction, restriction or agreement restricting the scope
                    of the use by Seller.


                                      -18-


<PAGE>



                  (iv) Except as disclosed in Seller's Disclosure Schedule,
                    Seller is not infringing or violating, and during the past
                    five years, Seller has not infringed or violated, any
                    Proprietary Rights of others, nor used any confidential
                    information or trade secrets or patentable or unpatentable
                    inventions of any former employer of any employee of Seller.


                  (v) Except as is disclosed in Seller's Disclosure Schedule,
                    Seller has no knowledge of any patented device or
                    application therefor which could materially and adversely
                    affect the operation of the businesses of Seller, as now
                    conducted.


                  (vi) Except as indicated in Seller's Disclosure Schedule, the
                    Trade Secrets have been, and will not be, disclosed by
                    Seller to any person other than Purchaser and its agents and
                    representatives, and comprise all of the same necessary to
                    permit the continued operation of the businesses of Seller
                    and its Subsidiaries.


     (p)       No Guaranties. None of the obligations or liabilities of Seller
               is guaranteed by any other person, firm or corporation, nor has
               Seller guaranteed the obligations or liabilities of any other
               person, firm or corporation.


     (q)       Inventory. All items of Seller's inventory and related supplies
               (including raw materials, work-in-process and finished goods)
               reflected on the Balance Sheet or thereafter acquired (and not
               subsequently disposed of in the ordinary course of business) are
               merchantable, or suitable and usable for the production or
               completion of merchantable products, for sale in the ordinary
               course of business at normal mark-ups, none of such items is
               obsolete and each item of such inventory reflected in the Balance
               Sheet and the books and records of Seller is so reflected on the
               basis of a physical count and is valued at market in accordance
               with generally accepted accounting principles consistently
               applied.


     (r)       Receivables. All receivables of Seller (including accounts
               receivable, loans receivable and advances) which are reflected in
               the Balance Sheet, and all such receivables which will have
               arisen since the date thereof, shall have arisen only from bona
               fide transactions in the ordinary course of Seller's business and
               shall be (or have been) fully collected when due, or in the case
               of each account receivable within 120 days after it arose,
               without resort to litigation and without offset or counterclaim,
               in the aggregate face amounts thereof except to the extent of the
               normal allowance for doubtful accounts with respect to accounts
               receivable computed on a basis consistent with Seller's practices
               to date. From and after the delivery of the March 1999 Audited
               Balance Sheet, the reference to "Balance Sheet" in this Section
               (r) shall be deemed to be a reference to the March 1999 Audited
               Balance Sheet.


     (s)       Labor Matters. Except as set forth in Seller's Disclosure
               Schedule, Seller is not a party to any collective bargaining
               agreement and there are no material or formal complaints,
               charges, cases or controversies or any conciliation agreement,
               consent or decree pending or threatened Seller and any of its
               employees acting individually or in concert and/or any
               administrative agency of the United States government and no
               organization is presently attempting to gain, petitioning for or
               asserting representational status with respect to any group or
               groups of employees of Seller, and Seller is in material
               compliance with Federal and state laws respecting employment
               practices, terms and conditions of employment, wages and hours,
               and is not presently engaged in any unfair labor practice, There
               is no labor strike or other labor dispute and there is no
               complaint, proceeding or other action instituted under the Equal
               Opportunity Act pending, threatened against Seller.


     (t)       Environmental Matters.
               ----------------------


                  (i) Seller is, and at all times has been, in material
                    compliance with, and has not been in violation of, any
                    federal, state, foreign, or local laws, statutes,
                    ordinances, regulations, rules and orders pertaining to the
                    environment, pollution and/or the health and safety of human
                    beings (collectively "Environmental Law"). Neither Seller
                    nor either Shareholder has any basis to expect or has
                    received, any actual or threatened order, notice, or other
                    communication from (A) any governmental body or private
                    citizen acting in the public interest, or (B) the current or
                    prior owner or operator of any facilities, of any actual or
                    potential violation or failure to comply with any
                    Environmental Law with respect to any of the properties or
                    assets (whether real, personal, or mixed) in which Seller
                    has or has had an interest, or with respect to any property
                    at or to which any hazardous or toxic waste or substance
                    ("Hazardous Materials") was generated, manufactured,
                    refined, transferred, imported, used, or processed by
                    Seller, or from which Hazardous Materials have been
                    transported, treated, stored, handled, transferred,
                    disposed, recycled, or received.


                  (ii) To the knowledge of Seller and Shareholders, there are no
                    pending or threatened claims, encumbrances, or other
                    restrictions of any nature, resulting from any
                    environmental, health, and safety liabilities or arising
                    under or pursuant to any Environmental Law, with respect to
                    or affecting any of the facilities or any other properties
                    and assets (whether real personal or mixed) in which Seller
                    has or had an interest.


                                      -19-


<PAGE>



                  (iii) Neither any Shareholder nor Seller has permitted or
                    conducted, or is aware of, any Hazardous Materials activity
                    conducted with respect to the properties or assets (whether
                    real, personal, or mixed) in which Seller has or had an
                    interest.


                  (iv) To the knowledge of Seller and the Shareholders, there
                    has been no release or threat of release of any Hazardous
                    Materials at or from the locations where any Hazardous
                    Materials were generated, manufactured, refined,
                    transferred, produced, imported, used or processed from or
                    by the properties and assets (whether real, personal, or
                    mixed) in which Seller has or had an interest.


                  (v) Seller has delivered to Purchaser true and complete copies
                    and results of any reports, studies, analyses, tests, or
                    monitoring possessed or initiated by Seller pertaining to
                    Hazardous Materials or Hazardous Materials activities in,
                    on, or under the properties of Seller, or concerning
                    compliance by Seller with respect to Environmental Laws.


     (u)       Business Description. Seller's Disclosure Schedule contains an
               accurate and substantially complete summary description of
               Seller's business and the general development of such business
               during the past three years, including, without limitation, (i)
               the percentage of total sales and revenues and income
               attributable to each line of business of Seller for its last two
               fiscal years which accounted for 10% or more of Seller's total
               sales and revenues or income before taxes, (ii) the extent to
               which Seller makes sales to or derives revenues or makes
               purchases from sources located in foreign countries and (iii) the
               name of each customer or supplier of Seller, the loss of which
               might materially and adversely affect Seller's business.


     (v)       Records. The books of account, minute books, stock certificate
               books and stock transfer ledgers of Seller are complete and
               correct in all material respects, and there have been no
               transactions involving the business of Seller which properly
               should have been set forth therein and which have not been
               accurately so set forth.


     (w)       Proceedings re Employee Benefit Plans. There has not been any (i)
               termination of any "defined benefit plan" within the meaning of
               the Employee Retirement Income Security Act of l974 ("ERISA")
               maintained by Seller or any person, firm or corporation
               ("Affiliate") which is under "common control" (within the meaning
               of Section 4001(b) of ERISA) with Seller, or (ii) commencement of
               any proceeding to terminate any such plan pursuant to ERISA, or
               otherwise or (iii) written notice given to Seller or any
               Affiliate of the intention to commence or seek the commencement
               of any such proceeding. All accrued benefits under each pension
               plan of Seller covering employees who are to be transferred to
               the employ of Purchaser following the Closing ("Transferred
               Employees") shall be fully provided for as of the date of the
               Closing by any one or more of (i) annuity contracts for the
               benefit of such Transferred Employees issued by an insurance
               company acceptable to Purchaser, (ii) the transfer to a successor
               plan established or maintained by Purchaser for the benefit of
               such Transferred Employees of assets having a fair market value
               of not less than the present value of all such accrued benefits
               and/or (iii) in the case of any multi-employer plan or any single
               employer plan which Purchaser shall assume, by the fair market
               value of the assets of such plan as of the date of the Closing
               being not less than the present value of all accrued benefits
               under such plan at such date. The amount of accrued benefits and
               the present value thereof under each such pension plan shall be
               computed by Purchaser's actuary on the basis of "Acceptable
               Actuarial Assumptions," which term is defined to mean actuarial
               assumptions and methods to which Purchaser consents in writing
               (which consent shall not be unreasonably withheld). Seller has no
               knowledge or information of any planned or required increase in
               the level of contributions or benefits under any such pension
               plan, or of any circumstances which would suggest that such an
               increase may be required, or that any union representing
               employees covered under any such plan will attempt to negotiate
               for such an increase. In the case of each pension plan to which
               Seller makes contributions on behalf of Transferred Employees
               under which contributions are fixed pursuant to a collective
               bargaining agreement, the level of contributions currently
               provided for in the applicable collective bargaining agreement is
               sufficient to meet the funding requirements of ERISA applicable
               to such plan, based on Acceptable Actuarial Assumptions. Each
               funded pension plan maintained by Seller for one or more
               Transferred Employees constitutes a qualified plan under section
               40l(a) of the Internal Revenue Code of l954 and meets all
               applicable requirements of ERISA.


     (x)       Absence of Certain Business Practices. Neither Seller nor any
               officer, employee or agent of Seller, nor any other person acting
               on its behalf, has, directly or indirectly, within the past five
               years given or agreed to give any gift or similar benefit to any
               customer, supplier, governmental employee or other person who is
               or may be in a position to help or hinder the business of Seller
               (or assist Seller in connection with any actual or proposed
               transaction) which (A) might subject Seller to any damage or
               penalty in any civil, criminal or governmental litigation or
               proceeding, (B), if not given in the past, might have had an
               adverse effect on the assets, business or operations of Seller as
               reflected in the Financial Statements or (C), if not continued in
               the future, might adversely affect Seller's assets, business,
               operations or prospects or which might subject Seller to suit or
               penalty in any private or governmental litigation or proceeding.


     (y)       Disclosure. No representation or warranty by Seller or any
               Shareholder contained in this Agreement nor any statement or
               certificate furnished or to be furnished by Seller or any
               Shareholder to Purchaser or its representatives in connection
               herewith or pursuant hereto contains or will contain any untrue
               statement of a material fact, or omits or will omit to state any
               material fact required to make the statements herein or therein
               contained not misleading or necessary in order to provide a
               prospective purchaser of the business of the Seller with adequate
               information as to Seller and its condition (financial and
               otherwise), properties, assets, liabilities, business and
               prospects, and Seller and the Shareholders have disclosed to
               Purchaser in writing all material adverse facts known to them
               relating to the same. The representations and warranties
               contained in this Agreement shall not be affected or deemed
               waived by reason of the fact that Purchaser and/or its
               representatives knew or should have known that any such
               representation or warranty is or might be inaccurate in any
               respect.


                                      -20-


<PAGE>



     (z)       Certain Representations


                  (i) No supplier is considering termination, non-renewal or
                    adverse modification of its agreement with Seller, and the
                    transactions contemplated by this Agreement will not have a
                    material adverse effect on Seller's relationships with its
                    suppliers and customers.


                  (ii) Within the past five years Seller has not entered into
                    any agreement with, or been investigated by, any
                    governmental authority, community group or other third party
                    that could restrict the operation of its business.


                  (iii) No key employee of Seller has indicated that he is
                    considering terminating his employment.


                  (iv) No shareholder has any direct or indirect interest of any
                    kind in any business or entity which is competitive with
                    Seller.


7.   Representations And Warranties By Parent And Purchaser. Parent and
     ------------------------------------------------------
     Purchaser jointly and severally represent and warrant to Seller and the
     Shareholders as follows:


     (a)       Organization. Each of Parent and Purchaser is a corporation duly
               organized, validly existing and in good standing under the laws
               of New York and has full corporate power and authority to enter
               into this Agreement and the related agreements referred to herein
               and to carry out the transactions contemplated by this Agreement
               and to carry on its business as now being conducted and to own,
               lease or operate its properties.


     (b)       Authorization and Approval of Agreement. All proceedings or
               corporate action required to be taken by Parent and Purchaser
               relating to the execution and delivery of this Agreement and the
               consummation of the transactions contemplated hereby shall have
               been taken at or prior to the execution of this Agreement.


     (c)       Execution, Delivery and Performance of Agreement. Neither the
               execution, delivery nor performance of this Agreement by Parent
               and Purchaser will, with or without the giving of notice or the
               passage of time, or both, conflict with, result in a default,
               right to accelerate or loss of rights under, or result in the
               creation of any lien, charge or encumbrance pursuant to, any
               provision of Parent's or Purchaser's certificate of incorporation
               or by-laws or any franchise, mortgage, deed of trust, lease,
               license, agreement, understanding, law, ordinance, rule or
               regulation or any order, judgment or decree to which Parent or
               Purchaser is a party or by which it may be bound or affected.
               Parent and Purchaser each has full power and authority to enter
               into this Agreement and to carry out the transactions
               contemplated hereby, all proceedings required to be taken by it
               to authorize the execution, delivery and performance of this
               Agreement the agreements relating hereto have been properly taken
               and this Agreement constitutes a valid and binding obligation of
               Parent and Purchaser.


     (d)       Litigation. There is no legal action, suit, arbitration,
               governmental investigation or other legal or administrative
               proceeding, nor any order, decree or judgment in progress,
               pending or in effect, or to the knowledge of Parent and Purchaser
               threatened, against or relating to Parent or Purchaser in
               connection with or relating to the transactions contemplated by
               this Agreement, and neither Parent nor Purchaser knows or has any
               reason to be aware of any basis for the same.


     (e)       SEC Filings Complete. Parent's most recent Form l0-K and all
               intervening Form 8-K's and Form 10-Q's, and Parent's most recent
               annual meeting proxy statement and most recent registration
               statement filed under the Securities Act of 1933 (the "l933
               Act"), all as filed with the Securities and Exchange Commission
               ("SEC"), do not contain a misstatement of a material fact or an
               omission of a material fact required to be stated therein or
               necessary to make the statements therein not misleading as of the
               time such document was filed or (if filed under the 1933 Act)
               became effective. Since the filing of the most recent Form 10-K,
               no other document has been required to be filed by Parent with
               the SEC which has not been filed, and no event or transaction has
               occurred which will hereafter be required to be disclosed by
               Parent in a Form 10-Q, Form 8-K or similar filing except as
               disclosed herein.



8.   Conduct Of Business Prior To Closing.
     -------------------------------------


     (a)       Prior to the Closing, Seller shall conduct its business and
               affairs only in the ordinary course and consistent with its prior
               practice and shall maintain, keep and preserve its assets and


                                     -21-


<PAGE>

               properties in good condition and repair and maintain insurance
               thereon in accordance with present practices, and Seller and
               Shareholders will use their best efforts to preserve the business
               and organization of Seller intact, to keep available to Purchaser
               the services of Seller's present officers and employees, to
               preserve for the benefit of Purchaser the goodwill of Seller's
               suppliers and customers and others having business relations with
               it and to cooperate with Purchaser in its efforts to obtain the
               financing of the cash portion of the purchase price in accordance
               with the provisions of this Agreement. Seller shall give
               Purchaser prompt written notice of any change in any of the
               information contained in the representations and warranties made
               by Seller in this Agreement which occurs prior to the Closing.
               Without limiting the generality of the foregoing, prior to the
               Closing Seller will not without Purchaser's prior written
               approval:


                  (i) change its certificate of incorporation or by-laws or
                    merge or consolidate or obligate itself to do so with or
                    into any other entity;


                  (ii) enter into any contract, agreement, commitment or other
                    understanding or arrangement except for those of the type
                    which would not have to be listed and described under
                    subparagraph (x) of Section 6(n) above; or


                  (iii) Perform, take any action or incur or permit to exist any
                    of the acts, transactions, events or occurrences of the type
                    described in subparagraphs (i), (ii), (iii), (iv), (v),
                    (viii), (ix), (x), (xi), (xii), (xiii), (xiv), (xvi) or
                    (xvii) of Section 6(j) of this Agreement which would have
                    been inconsistent with the representations and warranties
                    set forth therein had the same occurred after the Balance
                    Sheet Date and prior to the date hereof.


     (b)       Access To Information And Documents. Seller will give Purchaser
               -----------------------------------
               and Purchaser's attorneys, accountants and other representatives
               full access to Seller's personnel and all properties, documents,
               contracts, books and records of Seller and will furnish Purchaser
               with copies of such documents (certified by Seller's officers if
               so requested) and with such information with respect to the
               affairs of Seller as Purchaser may from time to time request, and
               Purchaser will not improperly disclose the same prior to the
               Closing. Any such furnishing of such information to Purchaser or
               any investigation by Purchaser shall not affect Purchaser's right
               to rely on any representations and warranties made in this
               Agreement.


     (c)       No Solicitations or Negotiations. Neither Seller nor any of its
               employees, representatives or agents will, directly or
               indirectly, solicit or participate in discussions or negotiations
               with, provide any non-public information concerning the
               businesses, properties or assets of Seller or the transactions
               contemplated hereby to or cooperate with any corporation,
               partnership, person or other entity or group concerning any
               merger, sale of substantial assets, sale of a substantial equity
               interest or similar transaction involving Seller. In view of the
               difficulties in assessing damages for any breach of the
               provisions of this Section, and without limiting any other right
               or remedy for any breach of any provision of this Agreement
               (including without limitation the right Purchaser and Parent to
               decrees of specific performance without posting bond or other
               security), the parties agree that as liquidated damages for the
               breach of the provisions of this Section (c), Seller and
               Shareholders shall jointly and severally pay to Purchaser
               $250,000, plus any attorneys and costs incurred by Parent and
               Purchaser in enforcing such provisions or in seeking to collect
               such liquidated amount.


9.   Conditions Precedent To Parent's And Purchaser's Obligations. All
     ------------------------------------------------------------
     obligations of Parent and Purchaser hereunder are subject at the option of
     Purchaser, to the fulfillment of each of the following conditions at or
     prior to the Closing, and Seller and Shareholders shall exert their best
     efforts to cause each such condition to be so fulfilled as soon as
     possible:


     (a)       All representations and warranties of Seller and the Shareholders
               contained herein or in any document delivered pursuant hereto
               shall be true and correct in all material respects when made and
               shall be deemed to have been made again at and as of the date of
               the Closing, and shall then be true and correct in all material
               respects except for changes in the ordinary course of business
               after the date hereof in conformity with the covenants and
               agreements contained herein.


     (b)       All covenants, agreements and obligations required by the terms
               of this Agreement to be performed by Seller or by Shareholders at
               or before the Closing shall have been duly and properly performed
               in all material respects.


     (c)       Since the date of this Agreement there shall not have occurred
               any material adverse change in the condition (financial or
               otherwise), business, properties, assets or prospects of Seller.


     (d)       There shall be delivered to Purchaser a certificate executed by
               the President and Secretary of Seller and by each Majority
               Shareholder, individually, dated the date of the Closing,
               certifying that the conditions set forth in paragraphs (a), (b)
               and (c) of this Section 9 have been fulfilled.


     (e)       All documents required to be delivered to Purchaser at or prior
               to the Closing shall have been so delivered.


     (f)       Purchaser shall have received an opinion of Seller's counsel,
               dated the date of the Closing, substantially in accordance with
               an Exhibit to this Agreement.


                                      -22-


<PAGE>



     (g)       Seller shall have obtained written consents to the transfer or
               assignment to Purchaser of all consignment agreements, licenses,
               leases and other material contracts of Seller (other than
               immaterial purchase and sales orders in the ordinary course of
               business) where the consent of any other party to any such
               contract may, in the opinion of Purchaser's counsel, be required
               for such assignment or transfer.


     (h)       The conditions referred to in Section 4 shall have been
               satisfied.


     (i)       The State of New Jersey shall have issued a letter of
               non-applicability under the Industrial Site Recovery Act for all
               of the premises subject to the Affiliated Leases


10.  Conditions Precedent To Seller's And Shareholders' Obligations. All
     ---------------------------------------------------------------
     obligations of Seller and Shareholders at the Closing are subject, at the
     option of Seller, to the fulfillment of each of the following conditions at
     or prior to the Closing, and Purchaser shall exert its best efforts to
     cause each such condition to be so fulfilled as soon as possible:


     (a)       All representations and warranties of Purchaser contained herein
               or in any document delivered pursuant hereto shall be true and
               correct in all material respects when made and as of the Closing.


     (b)       All obligations required by the terms of this Agreement to be
               performed by Purchaser at or before the Closing shall have been
               duly and properly performed in all material respects.


     (c)       There shall be delivered to Seller a certificate executed by the
               President and Secretary of Purchaser, dated the date of the
               Closing, certifying that the conditions set forth in paragraphs
               (a) and (b) of this Section have been fulfilled.


     (d)       Seller shall have received an opinion of Purchaser's counsel,
               dated the date of the Closing, substantially in accordance with
               an Exhibit to this Agreement.


11.  Indemnification.
     ---------------


     (a)       Seller hereby undertakes and agrees to indemnify Purchaser (and
               its shareholders, officers, and directors and their respective
               successors, heirs and assigns) and hold it and them harmless
               against and in respect of (and shall on demand reimburse
               Purchaser for) the following:


                  (i)      [omitted]


                  (ii) any and all loss, liability or damage suffered or
                    incurred by Purchaser by reason of any untrue
                    representation, breach of warranty or non-fulfillment of any
                    covenant by Seller or any Shareholder contained herein or in
                    any certificate, document or instrument delivered to
                    Purchaser pursuant hereto or in connection herewith;


                  (iii) any and all loss, liability or damage suffered or
                    incurred by Purchaser in respect of or in connection with
                    any liabilities of Seller which Purchaser is not assuming
                    under Section 2(c);


                  (iv) the amount of any and all receivables of Seller which
                    (despite Purchaser's reasonable efforts, not including
                    resort to litigation) are not collected in accordance with
                    the provisions contained in Section 6(r);


                  (v) any and all loss, liability or damage suffered or incurred
                    by Purchaser by reason of or in connection with any claim
                    for finder's fee or brokerage or other commission arising by
                    reason of any services alleged to have been rendered to or
                    at the instance of Seller or any Shareholder with respect to
                    this Agreement or any of the transactions contemplated
                    hereby (reference is made to Section 3(c) for special
                    provisions relating to brokerage fees payable to Gottesman
                    Company);


                  (vi) any and all loss, liability or damage suffered or
                    incurred by Purchaser by reason of any claim for severance
                    pay accruing or incurred at any time on or after the date
                    hereof except to the extent any one or more specific
                    employees are discharged prior to the Closing hereunder with
                    the prior written consent of Purchaser and such consent
                    contains the name(s) of such specific employee(s); and

                  (vii) any and all actions, suits, proceedings, claims,
                    demands, assessments, judgments, costs, and expenses,
                    including, without limitation, legal fees and expenses,
                    incident to any of the foregoing or in enforcing this
                    indemnity.


     (b)       Purchaser hereby agrees to indemnify and hold Seller and each
               Shareholder harmless from, against and in respect of (and shall
               on demand reimburse them for):


                  (i) Any and all loss, liability or damage resulting from any
                    untrue representation, breach of warranty or non-fulfillment
                    of any covenant or agreement by Purchaser contained herein
                    or in any certificate, document or instrument delivered to
                    Seller hereunder;



                                      -23-


<PAGE>


                  (ii) Any and all liabilities or obligations of Seller
                    specifically assumed by Purchaser pursuant to this
                    Agreement; and


                  (iii) Any and all actions, suits, proceedings, claims,
                    demands, assessments, judgments, costs and expenses,
                    including, without limitation, legal fees and expenses,
                    incident to any of the foregoing or in enforcing this
                    indemnity.


     (c)       Upon Seller's payment to Purchaser of the face amount of any
               uncollected receivable by reason of the failure of such
               receivable to be fully collected as warranted pursuant to the
               provisions contained in Section 6(r) Purchaser shall assign such
               receivable to Seller, without recourse.


     (d)       The following limitations shall apply to any and all claims for
               indemnification by any party under this Agreement:


                  (i) The representations and warranties of the parties
                    contained in this Agreement (including the Disclosure
                    Schedule) shall survive the Closing until March 31, 2000,
                    provided that if written notice of a claim meeting the
                    requirements of this Section has been made during such
                    period, the relevant representations shall survive as to
                    such claim until the claim has been finally resolved.
                    Notwithstanding the foregoing, the representations and
                    warranties set forth in Sections 6(i), 6(t) and 11(f) shall
                    survive until 30 days after the applicable statutes of
                    limitation.


                  (ii) No indemnified party shall be entitled to assert any
                    right to indemnification hereunder unless and until the
                    aggregate of all claims for indemnification equals or
                    exceeds $50,000. Once such claims equal or exceed the
                    $50,000 threshold, such indemnified party shall be entitled
                    to the full amount of all indemnified claims, provided that
                    no claim for indemnification hereunder may be asserted by an
                    indemnified party unless such claim (or series of related
                    claims) equals or exceeds $10,000 individually.


     (e)       Indemnity Procedure.


                  (i) In the event Purchaser seeks indemnification pursuant to
                    this Agreement, Purchaser shall give prompt notice to the
                    party or parties from whom such indemnification is sought
                    (the "Indemnifying Party") of the assertion of any claim, or
                    the commencement of any action or proceeding, in respect of
                    which indemnity may be sought hereunder.


                  (ii) The Indemnifying Party shall have the right to, and shall
                    at the request of Purchaser, assume the defense of any such
                    action or proceeding at its own expense.


                  (iii) In any such action or proceeding, Purchaser shall have
                    the right to retain its own counsel; but the fees and
                    expenses of such counsel shall be at its own expense unless
                    (i) the Indemnifying Party and Purchaser shall have mutually
                    agreed to the retention of such counsel or (ii) the named
                    parties to any suit, action or proceeding (including any
                    impleaded parties) include both the Indemnifying Party and
                    the Purchaser and representation of all parties by the same
                    counsel would be inappropriate due to actual or potential
                    conflict of interests between them.


                  (iv) An Indemnifying Party shall not be liable under this
                    Agreement for any settlement effected without its consent of
                    any claim, litigation or proceeding in respect of which
                    indemnity may be sought hereunder.


                  (v) The Indemnifying Party may settle any claim without the
                    consent of Purchaser, but only if the sole relief awarded is
                    monetary damages that are paid in full by the Indemnifying
                    Party. Purchaser shall, subject to its reasonable business
                    needs, use reasonable efforts to minimize the
                    indemnification sought from the Indemnifying Party under
                    this Agreement.


     (f)       Special Provisions Regarding Asbestos Claims.


                  (i) Seller and Majority Shareholders, jointly and severally,
                    shall fully indemnify, protect, reimburse, and hold harmless
                    Purchaser from and against any and all damages, liabilities
                    and claims for personal injury due to, or alleged to be due
                    to, exposure to asbestos in connection with Seller's
                    business, operations or premises at any time prior to the
                    Closing (an "asbestos claim").


                  (ii) If an asbestos claim is made against Purchaser, Purchaser
                    shall, within ten days after receiving written notice of
                    such claim, give notice to Seller in the manner provided
                    elsewhere in this Agreement for notices hereunder.


                  (iii) If, pursuant to Section (e), Seller assumes the defense
                    of an asbestos claim at its own expense, then (x) it shall
                    within 20 days inform Purchaser of such assumption in
                    writing, and (y) notwithstanding any contrary provision in
                    Section (e), Seller shall not incur any expense for
                    Purchaser's counsel.


                  (iv) The provisions of Sections (e)(iii) through (v) shall
                    also apply to asbestos claims.'


                                      -24-


<PAGE>



     (g)       Certain Additional Provisions.


                  (i) Purchaser shall not be deemed to have suffered a loss by
                    reason of any liability which should have been disclosed
                    pursuant to this Agreement but was not disclosed, if:


                       (i) The failure to make such disclosure was not
                           deliberate or in bad faith;


                      (ii) Such liability is discovered by Purchaser before the
                           first anniversary of the date of this Agreement;


                      (iii)Purchaser obtains a benefit from such liability in
                           an amount at least equal to the amount of such
                           liability; and


                      (iv) The amount of such liability does not exceed $20,000.


                  (a) Should the March 31, 1999 Audited Balance Sheet fail to
                      disclose a receivable which is recovered by Purchaser and
                      which should have been reflected in such Balance Sheet and
                      is not a Zero Value Asset (as defined in Section 3(e)),
                      Purchaser shall pay such recovery over to Seller


12.  Releases From Escrow.
     --------------------


     (a)       In the event that Purchaser is entitled to indemnification
               hereunder in any amount and any amounts are then held in escrow
               by the Escrow Agent under the Escrow Agreement, Seller and
               Shareholders shall join with Purchaser in a written direction to
               the Escrow Agent to release such amount to Purchaser.


     (b)       On the first anniversary of the Closing, Purchaser shall join
               with Seller and Shareholders in a written direction to the Escrow
               Agent to release to Seller all amounts then held in escrow
               (together with any earnings thereon) which Escrow Agent is not
               then required to release to Purchaser and which are not then
               subject to a dispute under Section 12(c).


     (c)       In the event that there is any dispute on whether any party is
               required to sign any direction to the Escrow Agent hereunder,
               such dispute shall be resolved exclusively by arbitration by the
               American Arbitration Association in New York City. In the event
               that the parties agree that a direction to the Escrow Agent is
               required to a given extent but dispute whether such direction is
               required for any excess amount, then the parties shall execute
               such direction for to the given amount as to which there is no
               dispute, and the dispute on the excess amount shall be submitted
               to arbitration as aforesaid.


     (d)       Seller and Majority Shareholders shall be jointly and severally
               liable, and the Other Shareholders shall be severally liable, for
               any indemnification obligation or obligations to the extent the
               same then exceeds amounts then held in escrow by the Escrow
               Agent. In no event shall any Other Shareholder be obligated to
               indemnify Purchaser for a representation or warranty which was
               true to the best of his or her knowledge.


13. BULK SALES COMPLIANCE. Purchaser hereby waives compliance by Seller with the
    ---------------------
  provisions of the Bulk Sales Law of any state, and Seller warrants and agrees
  to pay and discharge when due all claims of creditors which could be asserted
  against Purchaser by reason of such non-compliance to the extent that such
  liabilities are not specifically assumed by Purchaser under this Agreement.
  Seller and each of the Majority Shareholders jointly and severally, and each
  of the Other Shareholders severally, hereby indemnify and agree to hold
  Purchaser harmless from, against and in respect of (and shall on demand
  reimburse Purchaser for) any loss, liability, cost or expense, including,
  without limitation, attorneys' fees, suffered or incurred by Purchaser by
  reason of the failure of Seller to pay or discharge such claims.


14. TERMINATION. This Agreement may, by notice given prior to the Closing, be
  terminated:


     (a)       by Purchaser if a material breach of any provision of this
               Agreement has been committed by Seller or the Shareholders and
               such breach has not been waived;


     (b)       by Seller if material breach of any provision of this Agreement
               has been committed by Purchaser and such breach has note been
               waived;


     (c)       by mutual consent of the parties;


     (d)       by either Purchaser or Seller if the Closing has not occurred on
               or before July 31, 1999 or such later date as Seller and
               Purchaser may agree upon. In such event, each party shall bear
               its own expenses except as set forth in Section 3(a)(iv). Nothing
               in this Section shall relieve any party from any breach by it of
               any obligations under this Agreement, including without
               limitation, the breach of such party's obligation to use its best
               efforts to cause all conditions to the Closing to be satisfied as
               soon as possible; and


                                      -25-


<PAGE>



     (e)       by either Purchaser or Seller if Net Book Value is less than
               $7,500,000.


15. Nature Of Representations And Warranties, Etc.


     (a)       Each statement, representation, warranty, indemnity, covenant and
               agreement made by Seller or any Majority Shareholder in this
               Agreement or in any document, certificate or other instrument
               delivered by or on behalf of Seller or any Majority Shareholder
               pursuant to this Agreement or in connection herewith shall be
               deemed the joint and several statement, representation, warranty,
               indemnity, covenant and agreement of Seller and each such
               Shareholder.


     (b)       Each statement, representation, warranty, indemnity, covenant and
               agreement made by any Other Shareholder in this Agreement or in
               any document, certificate or other instrument delivered by or on
               behalf of Seller or any Other Shareholder pursuant to this
               Agreement or in connection herewith shall be deemed the several
               statement, representation, warranty, indemnity, covenant and
               agreement of such Other Shareholder.


     (c)       For all purposes of this Agreement, the several liability of an
               Other Shareholder constitutes a portion of the total liability
               which is equal to the percentage ownership of such Other
               Shareholder in Seller as of the Closing. By way of example,
               assume that there is a $1,000 liability to Purchaser for which
               Seller and the Majority Shareholders are jointly severally liable
               and for which the Other Shareholders are severally liable.
               Purchaser may proceeds against any one or more of Seller and each
               Majority Shareholder for the full $1,000 amount, and Purchaser
               may also proceed against each Other Shareholder for a percentage
               of $1,000 which is equal to such Other Shareholder's percentage
               ownership in Seller as of the Closing. Purchaser would not be
               permitted to realize an aggregate amount in excess of $1,000 from
               Seller and all Shareholders.


     (d)       All covenants and agreements made by each of the parties hereto
               shall survive the Closing. Representations and warranties shall
               survive the Closing only to the extent provided in Section 11(d).


16.  Notices. Any and all notices or other communications required or permitted
     -------
     to be given under any of the provisions of this Agreement shall be in
     writing and shall be deemed to have been duly given when personally
     delivered or when forwarded for priority delivery by Federal Express or
     other recognized courier, addressed to the parties at the addresses set
     forth above (or at such other address as any party may specify by notice to
     all other parties given as aforesaid), together with a copy to their
     respective counsel, who are J. Bennett Farrell, 107, Stage Road, Monroe,
     New York 10950 for Seller and Shareholders, and Oscar D. Folger, 521 Fifth
     Avenue, New York, New York 10175 for Purchaser and Parent.


17.  Miscellaneous.
     -------------


     (a)       This writing constitutes the entire agreement of the parties with
               respect to the subject matter hereof and may not be modified,
               amended or terminated except by a written agreement specifically
               referring to this Agreement signed by all of the parties hereto.
               It supersedes all prior agreements, instruments and documents
               between Purchaser on the one hand and Seller and the Shareholders
               on the other hand, including the letter of intent dated December
               1, 1998.


     (b)       In the event of any controversy, claim or dispute between the
               parties hereto arising out of or relating to this Agreement or
               any of the documents provided for herein, or the breach thereof,
               the prevailing party shall be entitled to recover from the losing
               party reasonable attorney's fees, expenses and costs.


     (c)       No waiver of any breach or default hereunder shall be considered
               valid unless in writing and signed by the party giving such
               waiver, and no such waiver shall be deemed a waiver of any
               subsequent breach or default of the same or similar nature.


     (d)       This Agreement shall be binding upon and inure to the benefit of
               each corporate party hereto, its successors and assigns, and each
               individual party hereto and his heirs, personal representatives,
               successors and assigns.


     (e)       The paragraph headings contained herein are for the purposes of
               convenience only and are not intended to define or limit the
               contents of said paragraphs.


     (f)       Each party hereto shall cooperate, shall take such further action
               and shall execute and deliver such further documents as may be
               reasonably requested by any other party in order to carry out the
               provisions and purposes of this Agreement.


     (g)       Seller will pay all sales, transfer and documentary taxes, if
               any, payable in connection with the sale, conveyances,
               assignments, transfers and deliveries to be made to Purchaser
               hereunder.


     (h)       This Agreement may be executed in one or more counterparts, all
               of which taken together shall be deemed one original.


     (i)       This Agreement and all amendments thereof shall be governed by
               and construed in accordance with the law of the State of New
               Jersey applicable to contracts made and to be performed therein.


                                      -26-


<PAGE>



     (j)       Except where this Agreement provides for arbitration (in which
               case judgment upon the award rendered by the arbitrators may be
               entered in any court having jurisdiction thereof), the parties
               consent to the exclusive jurisdiction of the State and Federal
               courts sitting in New York in any action arising out of or
               connected in any way with this Agreement, and the parties further
               agree that the service of process or of any other papers upon
               them or any of them in the manner provided for notices hereunder
               shall be deemed good, proper and effective service upon them. By
               execution and delivery of this Agreement, each party (i) accepts,
               generally and unconditionally, the exclusive jurisdiction of such
               courts and related appellate courts, and irrevocably agrees to be
               bound by any judgement rendered thereby in any such action, suit
               or proceeding, and (ii ) irrevocably waives any objection it may
               now or hereafter have as to the venue of any such action, suit or
               proceeding brought in such a court or that such court is an
               inconvenient forum. Each party hereto further agrees that the
               service of process or of any other papers upon it or him in the
               manner provided for notices hereunder shall be deemed good proper
               and effective service upon it or him.


     (k)       Except as required by law and then only after discussion with the
               other parties, until the Closing no party to this Agreement shall
               make any public announcements in respect of this Agreement or the
               transactions contemplated hereby or otherwise communicate with
               any news media about the same, without first consulting with the
               other parties hereto.


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





COLONIAL COMMERCIAL CORP.


By: /S/ JAMES W. STEWART, EXEC. V.P.
    --------------------------------
COLONIAL COMMERCIAL SUB CORP.


By:/S/ JAMES W. STEWART, V.P.
   --------------------------
UNIVERSAL SUPPLY GROUP, INC.


By:/S/ WILLIAM PAGANO, PRES.
   -------------------------
SHAREHOLDERS:



/S/ JOHN A. HILDEBRANDT
-----------------------
John A. Hildebrandt

/S/ PAUL H. HILDEBRANDT
-----------------------
Paul H. Hildebrandt

/S/ PAUL H. HILDEBRANDT, P.O.A.
-------------------------------
Karyn Hildebrandt

/S/ PAUL H. HILDEBRANDT, P.O.A.
-------------------------------
Lisa Hildebrandt

/S/ PAUL H. HILDEBRANDT, P.O.A.
-------------------------------
Kirsten LeBlanc

/S/ PAUL H. HILDEBRANDT, P.O.A.
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Paul J. Hildebrandt

/S/ PAUL H. HILDEBRANDT, P.O.A.
-------------------------------
Terry L. Schroeder

/S/ PAUL H. HILDEBRANDT, P.O.A.
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Susan L. Salek

/S/ JOHN A. HILDEBRANDT, P.O.A.
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John R. Hildebrandt

/S/ JOHN A. HILDEBRANDT, P.O.A.
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Janna L. Morgan


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