AGREEMENT AND PLAN OF MERGER

                                 By and Among

                             SFI of Delaware, LLC

                             JWC Acquisition Corp.

                            Superior Graphics, Inc.

                                      and

                        The Stockholders Named Therein

                      made effective as of March 18, 1999


<PAGE>


                         AGREEMENT AND PLAN OF MERGER

      THIS AGREEMENT AND PLAN OF MERGER (the  "Agreement")  is made and entered
into this 18th day of  March,  1999,  by and  among  SFI of  Delaware,  LLC,  a
Delaware  limited  liability  company  ("Buyer")  whose sole member is Workflow
Management,  Inc., a Delaware corporation ("Workflow"),  JWC Acquisition Corp.,
a New York  corporation  and a newly  formed,  wholly owned  subsidiary  of the
Buyer  ("Newco"),   Superior  Graphics,   Inc.  a  New  York  corporation  (the
"Company"),  Wesley  Cheringal and John  Cheringal  (each a  "Stockholder"  and
collectively, the "Stockholders").

                                  BACKGROUND

      The  Stockholders  in the aggregate own all of the issued and outstanding
capital stock of the Company (the "Stock").  The respective Boards of Directors
of Newco and the  Company  (which  together  are  sometimes  referred to as the
"Constituent  Corporations") deem it advisable and in the best interests of the
Constituent  Corporations  and their respective  stockholders  that Newco merge
with and into the Company (the "Merger")  pursuant to this Agreement,  the Plan
of Merger  (defined  below) and the  applicable  provisions  of the laws of the
State of New York.

      NOW,   THEREFORE,   in   consideration   of  the   premises  and  of  the
representations,  warranties,  covenants and agreements herein  contained,  the
parties hereto, intending to be legally bound, agree as follows:

1.    PLAN OF REORGANIZATION

      1.1   The Merger.

            (a)   The  Merger.  At the  Effective  Time (as  defined in Section
2), Newco shall be merged with and into the Company  pursuant to this Agreement
and a plan of merger (the "Plan of Merger")  substantially in the form attached
as Schedule  1.1 hereto,  and the separate  corporate  existence of Newco shall
cease.  The  Company,  as it  exists  from and  after the  Effective  Time,  is
sometimes referred to as the "Surviving Corporation."

            (b)   Effects  of the  Merger.  The Merger  shall have the  effects
provided  therefor  by the  New  York  Business  Corporation  Law  (the  "State
Corporation  Laws").  Without  limiting the  generality of the  foregoing,  and
subject  thereto,  at the  Effective  Time  (i)  all  the  rights,  privileges,
immunities,  powers and franchises, of a public as well as of a private nature,
and all  property,  real,  personal  and mixed,  and all debts due on  whatever
account,  including without  limitation  subscriptions to shares, and all other
chooses in action,  and all and every other  interest of or belonging to or due
to the  Company or Newco  shall be taken and deemed to be  transferred  to, and
vested in, the  Surviving  Corporation  without  further  act or deed;  and all
property, rights and privileges,  immunities, powers and franchises and all and
every other  interest  shall be thereafter as  effectually  the property of the
Surviving  Corporation,  as they were of the  Company  and Newco,  and (ii) all
debts,  liabilities,  duties and  obligations  of the  Company  and Newco shall
become the debts,  liabilities and duties of the Surviving  Corporation and the
Surviving  Corporation  shall thenceforth be responsible and liable for all the
debts,  liabilities,  duties  and  obligations  of the  Company  and  Newco and
neither the rights of creditors  nor any liens upon the property of the Company
or Newco  shall be impaired  by the  Merger,  and may be  enforced  against the
Surviving Corporation;  provided,  however, that nothing in the foregoing shall
limit or otherwise qualify the indemnification  obligations of the Stockholders
set forth in Article 8 of this Agreement.

<PAGE>

            (c)   Articles of  Incorporation;  Bylaws;  Directors and Officers.
The Articles of Incorporation  of the Surviving  Corporation from and after the
Effective  Time  shall  be  the  Articles  of   Incorporation  of  Newco  until
thereafter  amended in accordance  with the provisions  therein and as provided
by the applicable  provisions of the State  Corporation Laws. The Bylaws of the
Surviving  Corporation from and after the Effective Time shall be the Bylaws of
Newco in effect  immediately  prior to the  Effective  Time,  continuing  until
thereafter  amended  in  accordance  with  their  terms  and  the  Articles  of
Incorporation  of the  Surviving  Corporation  and  as  provided  by the  State
Corporation  Laws.  The initial  directors of the Surviving  Corporation  shall
be:  Thomas B.  D'Agostino,  Jr.;  Claudia S.  Amlie;  Wesley  Cheringal,  John
Cheringal,  and Steven R.  Gibson,  in each case  until  their  successors  are
elected and qualified,  and the initial  officers of the Surviving  Corporation
shall  be  Wesley  Cheringal  (President),   John  Cheringal  (Vice  President,
Assistant  Secretary),  Thomas B. D'Agostino,  Jr. (Vice President),  Steven R.
Gibson (Vice  President,  Treasurer)  and Claudia S. Amlie  (Secretary) in each
case until their successors are duly elected and qualified.

            (d)   Conversion of  Securities.  At the Effective  Time, by virtue
of the Merger and without any action on the part of Buyer,  Newco,  the Company
or any  Stockholder,  the  shares of capital  stock of each of the  Constituent
Corporations shall be converted as follows:

                  (i)   Each issued and  outstanding  share of capital stock of
Newco shall continue to be issued and  outstanding  and shall be converted into
one share of  validly  issued,  fully paid and  non-assessable  share of common
stock  of  the  Surviving   Corporation.   Each  stock   certificate  of  Newco
evidencing  ownership of any such shares shall  continue to evidence  ownership
of such shares of capital stock of the Surviving Corporation.

                  (ii)  All shares of  capital  stock of the  Company  that are
owned  directly  or  indirectly  by  the  Company  shall  be  canceled  and  no
consideration shall be delivered in exchange therefor.

                  (iii) Subject to Sections 1.2,  1.3, and 1.4, each issued and
outstanding  share of the Stock  (other than shares to be canceled  pursuant to
Section 1.1(d)(ii),  if any), that is issued and outstanding  immediately prior
to the Effective  Time shall  automatically  be canceled and  extinguished  and
converted,  without  any  action on the part of the  holder  thereof,  into the
right to receive the Purchase Price (as defined in Section 1.2)  divided by the
number  of  shares  of Stock  outstanding  immediately  prior to the  Effective
Time.  All  such  shares  of  Stock,  when so  converted,  shall no  longer  be
outstanding and shall  automatically be canceled and retired and shall cease to
exist,  and each holder of a  certificate  representing  any such shares  shall
cease to have any rights with respect thereto,  except the right to receive the
consideration  set forth  herein  upon the  surrender  of such  certificate  in
accordance with Section 1.5 of this Agreement.

<PAGE>

      1.2   Purchase Price.

            (a)   For purposes of this  Agreement,  the "Purchase  Price" shall
be the amounts payable to the  Stockholders by Buyer as set forth below in this
Section 1.2(a),  which  shall  be  payable  in  installments  in the  following
manner:

                  (i)   $8,133,396  of the  Purchase  Price shall be payable in
cash ("Cash  Purchase  Price"),  as adjusted  pursuant to this  Section 1.2 and
Section 1.3.  The Cash Purchase Price,  as so adjusted,  shall first be applied
to satisfy  the escrow  obligations  set forth in  Section 1.4  and the balance
shall be paid to the  Stockholders  in cash at the Effective Time in proportion
to their respective holdings of Stock as set forth on Schedule 1.2.

                  (ii)  Certain other  payments of the Purchase  Price shall be
made to the  Stockholders  based upon the "Gross  Profit"  of the  Company,  as
specifically  set forth in  Section 1.7  hereof.  For  purposes of the Internal
Revenue Code of 1986,  as amended  ("Code"),  4.83% of such  payments  shall be
treated as interest for income tax purposes,  which is equal to the  Applicable
Federal  Rate for  Mid-Term  Annual  obligations  as  published by the Internal
Revenue Service for March 1999 in Revenue Ruling 99-11.

                  (iii) Buyer shall reimburse the  Stockholders for adverse Tax
consequences  they may  suffer  ("Incremental  Taxes") in  connection  with the
Section  338(h)(10)  Election  (as  defined in  Section 5.1(c)(i)).  The actual
amount of  Incremental  Taxes payable to the  Stockholders  with respect to the
Cash Purchase Price actually  received by the Stockholders  shall be determined
in a manner  consistent  with the  allocation of Purchase Price (as provided in
Section   5.1(c)(ii))  and  by  applying  the  method  set  forth  on  Schedule
1.2(a)(iii)  The actual  amount of  Incremental  Taxes which are so  determined
shall  be paid  by the  Buyer  to the  Stockholders  (in  proportion  to  their
respective  holdings  of Stock  as set  forth on  Schedule 1.2)  no later  than
fifteen  (15) days  after the date that the  Section 338  Forms (as  defined in
Section 5.1(c)(i))   are  filed   pursuant  to  the  terms  and  conditions  of
Section 5.1(c).  In addition,  with respect to the Earn-out  payments  only (as
defined and described in Section 1.7), if the Buyer makes a Section  338(h)(10)
Election (as more  specifically  set forth in Section 5.1), (x) the Buyer shall
pay to the Stockholders  (in proportion to their  respective  holdings of Stock
as set  forth  on  Schedule  1.2) an  aggregate  amount  equal to 1.01% of each
annual Earn-out  Payment actually  received by the  Stockholders  together with
the  payment of each such  annual  Earn-out  Payment;  and (y) the Buyer  shall
assume and pay the  Company's  entity level New York State and/or New York City
tax liability,  including interest for any late payment of such liability, that
may  be  imposed  with  respect  to  such  Earn-out  payments   ("Earn-out  Tax
Liability")  but in no event shall such assumption of liability be deemed to be
"Purchase Price" as such term is used in this Agreement.

            (b)   The  Purchase  Price has been  calculated  based upon several
factors including the assumption that the net worth of the Company,  calculated
in  accordance  with  generally   accepted   accounting   principles   ("GAAP")
consistently  applied  with the  Closing  Balance  Sheet and the  cover  letter
accompanying  such Closing Balance Sheet prepared by the Company's  independent
accountant (as defined in Section  1.2(d) below) ("Net Worth"),  is equal to or
greater  than  $2,772,000  (the "Net  Worth  Target")  as of the  Closing.  The
Stockholders  represent to Buyer that the Net Worth of the Company  exceeds the
Net Worth Target as of the Closing Date. The Company and the  Stockholders  are
permitted to distribute from the Company to the Stockholders  immediately prior
to, or  contemporaneously  with, the Closing accounts receivable of the Company
to the extent the aggregate amount of such  distributions do not reduce the Net
Worth  below  the Net Worth  Target  (any such  assets  "Distributed  Assets").
Distributed  Assets  shall  consist  first of accounts  receivable  owed to the
Company by any persons or entities that are affiliates of the  Stockholders (as
the term  "affiliate"  is  defined  under  federal  securities  laws).  If such
affiliate  receivables  exceed the total amount of the Distributed  Assets, the
oldest  affiliate  receivables  shall be distributed to the  Stockholders up to
the aggregate  amount of the  Distributed  Assets.  To the extent the aggregate
amount of such  affiliate  receivables  is less  that the  total  amount of the
Distributed  Assets,  the  oldest  non-affiliate  accounts  receivable  of  the
Company  shall be  distributed  to the  Stockholders  in an amount  that,  when
aggregated  with the  affiliate  receivables,  equals  the total  amount of the
Distributed  Assets.  The Distributed  Assets are identified on Schedule 1.2(b)
attached  hereto.  Buyer  acknowledges  that it will  have no  right,  title or
interest in or to the Distributed  Assets by virtue of Buyer's  purchase of the
Stock  pursuant to the terms of this  Agreement  and that the  Company  will be
subject to the Accounts  Receivable  Assignment  Agreement  entered into by the
Stockholders and the Company contained in Schedule 1.2(b).

<PAGE>

            (c)   If on  the  Closing  Financial  Certificate  (as  defined  in
Section 6.9),  the  Certified  Closing Net Worth (as defined in Section 6.9) is
less than the Net Worth Target,  the Cash Purchase Price to be delivered to the
Stockholders  may, at Buyer's  election,  be reduced either (i) at the Closing,
or   (ii) after   completion   of  the   Post-Closing   Audit  (as  defined  in
Section 1.3),  by the difference between the Net Worth Target and the Certified
Closing Net Worth set forth on the Closing Financial Certificate.

            (d)   The  parties  acknowledge  that  the  Net  Worth  Target  was
calculated  based on a closing balance sheet of the Company,  which is attached
to this  Agreement  as  Schedule 1.2(d)  ("Closing  Balance  Sheet")  and which
reflects the Certified  Closing Net Worth as determined in a manner  consistent
with GAAP and the cover letter  accompanying the Closing Balance Sheet prepared
by the Company's independent  accountant.  The parties further acknowledge that
the  Closing  Balance  Sheet  contains  a deferred  tax  payable  liability  of
$658,000,  which has been  calculated  based solely on the Company's  estimated
deferred tax liability as of October 31, 1998 ("Deferred Tax Liability").

            1.3   Post-Closing Adjustment

            (a)   The Cash Purchase Price shall be subject to adjustment  after
the Closing Date as specified in this Section 1.3.

            (b)   Within one hundred  eighty (180) days  following  the Closing
Date,  Buyer,  at its  option,  shall  cause  PriceWaterhouseCoopers  ("Buyer's
Accountant")  to audit the Closing  Balance Sheet to determine  whether the Net
Worth Target has been met (the "Post-Closing  Audit").  The parties acknowledge
and agree that for purposes of  determining  the Net Worth of the Company as of
March 18, 1999 (the "Net Worth Calculation  Date"),  the value of the assets of
the Company shall,  except with the prior written consent of  Stockholders  and
Buyer,  be calculated as provided in Section  1.2(b) and the last  paragraph of
Section 6.9. In the event that Buyer's  Accountant  determines  that the actual
Company net worth as of the Net Worth  Calculation  Date,  as  determined  in a
manner  consistent with GAAP, the Closing  Balance Sheet,  and the cover letter
accompanying  such Closing Balance Sheet prepared by the Company's  independent
accountant  (except  that the  actual  amount  of the  Company's  deferred  tax
payable  liability as of the Closing shall be used) was less than the Certified
Closing  Net  Worth,  Buyer  shall  deliver a written  notice  (the  "Financial
Adjustment  Notice")  to  the  Stockholders'  Representative,   as  defined  in
Section 1.6,  setting forth (i) the determination made by Buyer's Accountant of
the actual Company net worth (the "Actual Company Net Worth"),  (ii) the amount
of the Cash Purchase  Price that would have been payable at the Effective  Time
pursuant to Section  1.2(c) had the Actual  Company Net Worth been reflected on
the Closing Financial  Certificate  instead of the Certified Closing Net Worth,
and (iii) the  amount by which the Cash Purchase  Price would have been reduced
at the  Effective  Time had the  Actual  Company  Net  Worth  been  used in the
calculations  pursuant to Section  1.2(c) (the  "Purchase  Price  Adjustment").
The Purchase Price Adjustment  shall take account of the reduction,  if any, to
the Cash  Purchase  Price  already  taken  pursuant  to Section  1.2(c)(i).  In
addition, and notwithstanding  anything in this Section 1.3 to the contrary, in
the event the Buyer's  Accountant  determines  that (i) the Actual  Company Net
Worth exceeds the  Certified  Closing Net Worth (any such excess the "Net Worth
Excess") and (ii) the Deferred Tax Liability  reflected on the Closing  Balance
Sheet  exceeds  the  actual  amount  of  the  Company's  deferred  tax  payable
liability as of the Net Worth  Calculation  Date as  determined  by the Buyer's
Accountant  during the  Post-Closing  Audit (any such excess the  "Deferred Tax
Excess"),  then the Buyer shall pay to the Stockholders in cash an amount equal
to the  lesser of (i) the Net Worth  Excess or (ii) the  Deferred  Tax  Excess.
The actual  amount of the  Company's  deferred tax payable  liability as of the
Net Worth  Calculation Date as determined by the Buyer's  Accountant during the
Post-Closing  Audit shall  include all Company level tax liability to the State
of New York  and/or  the  City of New  York  with  respect  to the  Distributed
Assets, which tax liability the Surviving Corporation shall pay.

<PAGE>

            (c)   The Stockholders'  Representative shall have thirty (30) days
from the  receipt of the  Financial  Adjustment  Notice to notify  Buyer if the
Stockholders  dispute such Financial  Adjustment Notice or the determination of
the  Deferred Tax Excess,  if any. If Buyer has not  received  notice of such a
dispute within such thirty (30) day period,  Buyer shall be entitled to receive
from the  Stockholders  (which  shall,  to the  extent  available,  be from the
Pledged Assets as defined in Section 1.4)  any Purchase Price  Adjustment.  If,
however,  the  Stockholders'  Representative  has  delivered  notice  of such a
dispute to Buyer within such thirty (30) day period,  then  Buyer's  Accountant
shall select an independent  accounting  firm that has not  represented  any of
the parties  hereto  within the preceding two (2) years to review the Company's
books,  Closing  Balance Sheet,  Closing  Financial  Certificate  and Financial
Adjustment  Notice (and related  information) to determine the amount,  if any,
of the Purchase  Price  Adjustment  and Deferred Tax Excess.  Such  independent
accounting  firm shall be confirmed  by the  Stockholders'  Representative  and
Buyer  within  five  (5)  days of its  selection,  unless  there  is an  actual
conflict of  interest.  The  independent  accounting  firm shall be directed to
consider only those agreements,  contracts,  commitments or other documents (or
summaries thereof) that were either  (i) delivered or made available to Buyer's
Accountant  in  connection  with  the  transactions   contemplated  hereby,  or
(ii) reviewed  by Buyer's  Accountant  during  the  course of the  Post-Closing
Audit.  The  independent  accounting  firm shall also be directed to  determine
the Purchase  Price  Adjustment  and  Deferred Tax Excess,  if any, in a manner
consistent   with  GAAP,  the  Closing  Balance  Sheet  and  the  cover  letter
accompanying  such Closing Balance Sheet prepared by the Company's  independent
accountant  (except  that the  actual  amount  of the  Company's  deferred  tax
payable  liability as of Closing  shall be used).  The  independent  accounting
firm  shall  make  its  determination  of the  Purchase  Price  Adjustment  and
Deferred Tax Excess,  if any,  within  thirty (30) days of its  selection.  The
determination of the independent  accounting firm shall be final and binding on
the parties  hereto,  and upon such  determination,  Buyer shall be entitled to
receive from the Stockholders  (which shall, to the extent  available,  be from
the Pledged  Assets as defined in Section 1.4) any Purchase  Price  Adjustment,
or, if  applicable,  the  Stockholders  shall be entitled  to receive  from the
Buyer an  amount  determined  pursuant  to the  formula  set  forth in the last
sentence of Section  1.3(b).  To the extent any Purchase  Price  Adjustment (as
finally  determined  pursuant to this  Section 1.3)  exceeds the Pledged Assets
(any  such  amount  the  "Pledged  Asset  Deficit"),   the  Stockholders  shall
immediately  pay to the Buyer in cash the amount of the Pledged Asset  Deficit.
The  costs of the  independent  accounting  firm  shall  be borne by the  party
(either  Buyer or the  Stockholders  as a  group)  whose  determination  of the
Company's  net worth at  Closing  was  further  from the  determination  of the
independent  accounting  firm, or equally by Buyer and the  Stockholders in the
event that the determination by the independent  accounting firm is equidistant
between the Certified Closing Net Worth and the Actual Company Net Worth.

<PAGE>

      1.4   Pledged Assets.

            (a)   As  collateral  security for the payment of any  post-Closing
adjustment   to  the   Cash   Purchase   Price   under   Section 1.3,   or  any
indemnification  obligations  of the  Stockholders  pursuant  to Article 8, the
Stockholders  shall, and by execution hereof do, transfer to Kaufman & Canoles,
a Virginia  professional  corporation  ("Escrow  Agent") $800,000 (the "Pledged
Assets").

            (b)   The  Pledged  Assets  shall  be  held  by  the  Escrow  Agent
pursuant  to the  terms  and  conditions  set  forth  in the  Escrow  Agreement
("Escrow  Agreement")  dated as of the date  hereof  by and  among  Buyer,  the
Company and the Stockholders.

            (c)   The  Pledged   Assets  shall  be  available  to  satisfy  any
Post-Closing  adjustment to the Cash Purchase Price pursuant to Section 1.3 and
any  indemnification  obligations  of the  Stockholders  pursuant  to Article 8
until September 18, 1999 (the "Release Date").  Promptly  following the Release
Date,  subject to the terms and conditions of the Escrow Agreement,  the Escrow
Agent shall return or cause to be returned to the  Stockholders  (in proportion
to their  respective  holdings  of Stock as set  forth on  Schedule  1.2),  the
Pledged Assets  (including any interest  earned  thereon),  less Pledged Assets
having  an  aggregate  value  equal  to  the  amount  of  (i) any  post-Closing
adjustment  to  the  Cash  Purchase  Price  under  Section 1.3  (including  any
post-Closing  adjustment to the Cash Purchase  Price that is subject to dispute
under the terms and  conditions  of  Section 1.3),  (ii) any  pending claim for
indemnification  against the Stockholders pursuant to Article 8,  and (iii) any
indemnification  obligations of the Stockholders  finally determined to be owed
by the Stockholders pursuant to Article 8.

<PAGE>

      1.5   Exchange of Certificates and Payment of Cash.

            (a)   Buyer to Provide  Cash.  In  exchange  for the  Stock,  Buyer
shall cause to be paid to the  Stockholders  by wire transfer the Cash Purchase
Price,  as adjusted  pursuant to Section 1.2  and  Section 1.3,  and subject to
Section 1.4.

            (b)   Certificate  Delivery  Requirements.   At  the  Closing,  the
Stockholders  shall  deliver  to Buyer the  certificates  (the  "Certificates")
representing  the  Stock,  duly  endorsed  in  blank  by the  Stockholders,  or
accompanied  by blank stock powers duly executed by the  Stockholders  and with
all  necessary  transfer  tax  and  other  revenue  stamps,   acquired  at  the
Stockholders'  expense,  affixed and canceled.  The Stockholders shall promptly
cure any  deficiencies  with respect to the endorsement of the  Certificates or
other  documents of  conveyance  with respect to the stock powers  accompanying
such   Certificates.   The   Certificates   so  delivered  shall  forthwith  be
canceled.  Until  delivered  as  contemplated  by  this  Section 1.5(b),   each
Certificate  shall be deemed at any time after the Effective  Time to represent
the right to receive upon such  surrender  only the Purchase  Price as provided
by this Article 1.

            (c)   No  Further  Ownership  Rights  in  Capital  Stock  of  the
Company.  All cash to be delivered  (including  cash that  constitutes  Pledged
Assets) upon the  surrender  for exchange of shares of the Stock in  accordance
with  the  terms  hereof  shall  be  deemed  to  have  been  delivered  in full
satisfaction  of all rights  pertaining to such shares of Stock,  and following
the  Effective  Time,  the  Stockholders  shall have no  further  rights to, or
ownership  in,  shares of capital  stock of the  Company.  After the  Effective
Time,  there  shall  be no  further  registration  of  transfers  on the  stock
transfer  books of the Surviving  Corporation of the shares of Stock which were
outstanding immediately prior to the Effective Time.

            (d)   Lost,  Stolen  or  Destroyed  Certificates.  In the event any
certificates  evidencing  shares of the Stock  shall have been lost,  stolen or
destroyed,  Buyer  shall cause  payment to be made in  exchange  for such lost,
stolen or destroyed  certificates (upon the making of an affidavit of that fact
by the holder thereof), such cash as provided in Section 1.2.

      1.6   Stockholders' Representative.

            (a)   Each  holder  of  the  Stock,   by  signing  this  Agreement,
designates  Wesley  Cheringal or, in the event that Wesley  Cheringal is unable
or unwilling  to serve,  designates  John  Cheringal,  to be the  Stockholders'
Representative  for  purposes  of this  Agreement.  The  Stockholders  shall be
bound by any and all  actions  taken  by the  Stockholders'  Representative  on
their behalf.

            (b)   Buyer  shall be entitled  to rely upon any  communication  or
writings   given  or  executed  by  the   Stockholders'   Representative.   All
communications  or  writings  to be  sent  to  Stockholders  pursuant  to  this
Agreement  may  be  addressed  to  the  Stockholders'  Representative  and  any
communication  or  writing  so  sent  shall  be  deemed  notice  to  all of the
Stockholders  hereunder.  The  Stockholders  hereby  consent and agree that the
Stockholders' Representative is authorized to accept deliveries,  including any
notice, on behalf of the Stockholders pursuant hereto.

<PAGE>

            (c)   The  Stockholders'  Representative  is hereby  appointed  and
constituted  the true and lawful  attorney-in-fact  of each  Stockholder,  with
full power in his or her name and on his or her behalf to act  according to the
terms  of  this  Agreement  in the  absolute  discretion  of the  Stockholders'
Representative;  and in  general  to do all  things  and to  perform  all  acts
including,  without  limitation,   executing  and  delivering  all  agreements,
certificates,  receipts,  instructions and other instruments contemplated by or
deemed  advisable in connection  with Article 8 of this  Agreement.  This power
of  attorney  and all  authority  hereby  conferred  is granted  subject to the
interest  of the  other  Stockholders  hereunder  and in  consideration  of the
mutual  covenants and  agreements  made herein,  and shall be  irrevocable  and
shall not be terminated by any act of any  Stockholder  or by operation of law,
whether by such Stockholder's death or any other event.

      1.7   Post-Closing Earn-Out.

            (a)   For  (i) the  period  commencing  the date after the  Closing
Date and ending April 24, 1999 ("Initial Fiscal Period"),  (ii) each of Buyer's
next four (4) fiscal years  following the Initial Fiscal Period,  and (iii) the
period commencing April 27,  2003 and ending on the date that is five (5) years
after  the  Closing  Date  (such  periods   individually  an  "Annual  Earn-out
Period"),  the Stockholders,  as a group, shall be entitled to receive from the
Buyer  seventeen  percent (17%) of the annual Gross Profit (as defined  herein)
of the Company for any Annual  Earn-out  Period ("Gross Profit  Earn-out"),  on
the specific terms and conditions  set forth in this  Section 1.7.  In addition
to the foregoing,  the Stockholders,  as a group, shall be entitled to received
from the Buyer for each of the first five (5)  fiscal  years  (complete  twelve
(12) month  periods  following the Closing Date) (i) the sum of $48,984 for the
first fiscal year,  $46,723 for the second  fiscal year,  $44,462 for the third
fiscal  year,  $42,201  for the fourth  fiscal  year and  $39,940 for the fifth
fiscal year;  provided,  that,  with  respect to each such fiscal  year,  Total
Solution Graphics,  Inc. shall be an independent  contractor of the Company and
Ricki Noto shall  provide all of the  consultant  services to the Company under
the terms of such  independent  contract ("Noto  Earn-out") and (ii) the sum of
$32,656 for the first fiscal year,  $31,148 for the second fiscal year, $29,641
for the third fiscal year,  $28,134 for the fourth  fiscal year and $26,627 for
the fifth fiscal year,  provided,  that, with respect to each such fiscal year,
End to End Inc.  shall be an  independent  contractor  of the  Company and Chet
Woods shall  provide all of the  consultant  services to the Company  under the
terms  of such  independent  contract  ("Woods  Earn-out")  (the  Gross  Profit
Earn-out,  the Noto  Earn-out and the Woods  Earn-out  are herein  collectively
referred to as the "Earn-out" and the payments are individually  referred to as
"Earn-out Payment" and collectively  referred to as "Earn-out  Payments").  Any
Earn-out due shall be payable in cash by wire transfer  within thirty (30) days
after the last day of the  Annual  Earn-out  Period and shall be payable to the
Stockholders in proportion to their  respective  holdings of Stock as set forth
on Schedule 1.2.

            (b)   (i)   "Gross  Profit" of the  Company  for any  period  shall
mean the "Net  Sales" (as  hereinafter  defined) of the Company for such period
less the "Cost of Goods  Sold"  allocable  to such Net Sales of the  Company as
determined  in  accordance  with GAAP.  The Gross Profit of the Company and the
Net Sales of the Company shall be determined  without  regard to the results of
operations  of any direct or indirect  parent or  subsidiary of the Company and
without  regard to the fact that they may be included on a  consolidated  basis
with the results of operations  of any direct or indirect  parent or subsidiary
of the  Company.  "Net  Sales" of the  Company  for any  period  shall mean the
invoiced  amount  of  goods  sold by the  Company  during  such  period  to the
Earn-out  Accounts (as defined below),  payment for which is actually  received
by the Company,  less actual trade  discounts,  returns,  artwork to the extent
not paid by  customers,  and  freight  to the  extent  not  paid by  customers.
During any Annual Earn-out  Period,  the Net Sales of the Company shall include
the sale of all  products by the Company to the Earn-out  Accounts  during such
period  regardless of whether such products are being sold by the Company as of
the date of this Agreement.

<PAGE>

                  (ii)  "Earn-out   Accounts"   means  those  accounts  of  the
Company  existing  on  the  date  hereof  as  identified  on   Schedule 1.7(b).
Earn-out  Accounts  consist of the accounts of the  customers of the Company as
of  the  Closing  Date  and  future  accounts   generated  by  certain  special
relationship  individuals  (regardless of where such persons are employed) that
are  specifically  identified on  Schedule 1.7(b).  To the extent the Company's
accounts include entities ("Entities")  controlled by independent  contractors,
sales agents,  consultants  or other persons who perform  selling  services for
the Company ("Entity  Accounts"),  Earn-out Accounts shall not mean such Entity
Accounts  but rather  all of the  underlying  customers  and  accounts  of such
Entities  that are in  existence  as of the date  hereof  (to the  extent  such
customers  and accounts are  identified  on  Schedule 1.7(b)).  If any Earn-out
Account is acquired by,  merges into,  or is  otherwise  consolidated  with any
other  person or entity  (any  such  Earn-out  Account  an  "Acquired  Earn-out
Account"  and any such  person or entity  into  which an  Earn-out  Account  is
merged  or  consolidated  an  "Acquiror"),  then  sales  by the  Company  to an
Acquired  Earn-out  Account and to an  Acquiror  shall be included in Net Sales
for purposes of this Section 1.7.

                  (iii) "Cost of Goods  Sold" for any period  means the cost of
goods  sold  allocable  to the Net  Sales of the  Company  for such  period  as
determined in accordance with GAAP; provided,  however, that Cost of Goods Sold
(i) shall not be reduced by any purchased  discounts,  bulk purchase discounts,
discounts  for payment,  special  discounts  or other  similar  incentives  and
(ii) shall  include  (and be  increased  by) finder  fees and  similar  selling
expenses  incurred  by the  Company  in the  course  of its  sales to  Earn-out
Accounts,  as determined in a manner  consistent with the Company's  historical
calculation  of cost  of  goods  sold as  reflected  in the  Company  Financial
Statements (as defined in Section 3.10).

            (c)   To the extent that the Company  has a negative  Gross  Profit
during any Annual  Earn-out  Period (such amount a "Gross  Profit  Loss"),  the
Gross Profit Loss shall be carried  forward to the subsequent  Annual  Earn-out
Period(s) and aggregated  with the Gross Profit (or Gross Profit Loss) for such
subsequent Annual Earn-out  Period(s) for purposes of determining the Earn-out,
if any, due for such  subsequent  Annual Earn-out  Period(s).  All Gross Profit
Losses shall continue to be carried  forward on an annual basis until such time
as Gross  Profits  are fully  offset by the  total  amount of the Gross  Profit
Losses.  Any Gross Profit  Losses will not effect  prior  payments of Earn-outs
for Annual Earn-out Periods in which the Company had a Gross Profit.

<PAGE>

            (d)   In the  event  that,  after the date of this  Agreement,  the
Company is merged (or  otherwise  consolidated)  into  Buyer,  Workflow  or any
direct or indirect  subsidiary  of Buyer or Workflow (any such entity a "Merger
Affiliate")  such  that the  Company  is not the  surviving  corporation  under
applicable law, the Buyer shall cause such Merger  Affiliate to (i) conduct the
business  of the  Earn-out  Accounts  as a  division  of the  Merger  Affiliate
("Company  Division") and (ii) maintain such financial records as are necessary
to  accurately  calculate  the Gross  Profit  (or Gross  Profit  Losses) of the
Company  Division.  The business of the Company Division shall not consider any
other  business or  operations  of the Merger  Affiliate and shall not consider
the results of  operations  of any direct or indirect  parent or  subsidiary of
the Merger Affiliate.

            (e)   In the event that the Buyer or  Workflow  cause any entity to
merge or  otherwise  consolidate  into the Company such that the Company is the
surviving  corporation  under  applicable  law, the Company shall maintain such
financial  records as are  necessary to  accurately  calculate the Gross Profit
(or Gross Profit Losses) of the Company (or the Company  Division) with respect
to the Earn-out  Accounts  without taking into account the results of any other
operations of the Company or any such other entity.

            (f)   Notwithstanding   anything   in  this   Section 1.7   to  the
contrary,  Buyer shall have the right to reduce any amounts  otherwise  payable
as an  Earn-out  by the amount of (i) any  indemnification  obligations  of the
Stockholders   finally   determined  to  be  owed  by  the  Stockholders  under
Article 8,  or (ii) any  Pledged Asset Deficit owed by the Stockholders but not
paid under the terms and conditions of Section 1.3(c).

            (g)   Notwithstanding   anything   in  this   Section 1.7   to  the
contrary,  if the Buyer  directly or  indirectly  takes any action which causes
the Net Sales of the Company to Earn-out  Accounts to be  transferred  from the
Company to any affiliate of the Buyer,  then Net Sales to Earn-out  Accounts by
such  affiliate  shall  continue  to  constitute  Net Sales of the  Company for
purposes of this Section 1.7.

      1.8   Accounting  Terms.  Except as otherwise  expressly  provided herein
or in the  Schedules,  all  accounting  terms used in this  Agreement  shall be
interpreted, and all financial statements,  Schedules, certificates and reports
as to financial  matters  required to be delivered  hereunder shall be prepared
in accordance  with GAAP  consistently  applied;  provided that with respect to
any such financial statements (other than the Interim  Financials),  Schedules,
certificates  and reports  reflecting  the  Company's  operations  prior to the
Closing  Date,  they shall be prepared  in  accordance  with GAAP  consistently
applied taking into account the Company's  prior  practices and except that the
1996 and 1997 Company  Financial  Statements  were not  prepared in  accordance
with GAAP.

2.    CLOSING

      The consummation of the transactions  contemplated by this Agreement (the
"Closing")  shall take place  through the  delivery of  executed  originals  or
facsimile  counterparts of all documents  required  hereunder on such date that
all  conditions  to Closing  shall have been  satisfied  or waived,  or at such
other time and date as Buyer,  the Company and the  Stockholders  may  mutually
agree,  which  date  shall be  referred  to as the  "Closing  Date." The merger
shall become  effective upon the filing of the articles of merger,  certificate
of merger,  or other  appropriate  documents  executed in  accordance  with the
State Corporation Laws, together with any required officers'  certificates with
the  Secretary  of  State  of the  State  of New  York in  accordance  with the
provisions  of the  State  Corporation  Laws  (the  "Effective  Time").  Unless
otherwise  specifically  agreed  in  writing  by all the  parties  hereto,  the
parties  hereto shall cause the Closing Date and the Effective Time to occur on
the same day.

<PAGE>

3.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS

      To  induce  Buyer  to  enter  into  this  Agreement  and  consummate  the
transactions  contemplated  hereby,  each of the Company and the  Stockholders,
jointly  and  severally,  represents  and  warrants  to Buyer as  follows  (for
purposes of this  Agreement,  the  phrases  "knowledge  of the  Company" or the
"Company's  knowledge," or words of similar  import,  mean the knowledge of the
Stockholders and the directors and officers of the Company,  including facts of
which the directors and officers,  in the reasonably  prudent exercise of their
duties, should be aware):

      3.1   Due  Organization.  The Company is a  corporation  duly  organized,
validly  existing and in good standing  under the laws of the  jurisdiction  of
its  incorporation  and is duly  authorized  and qualified to do business under
all applicable laws,  regulations,  ordinances and orders of public authorities
to own,  operate and lease its  properties  and to carry on its business in the
places  and in the manner as now  conducted.  Schedule  3.l  hereto  contains a
list of all  jurisdictions  in which the Company is  authorized or qualified to
do business.  The Company is in good standing as a foreign  corporation in each
jurisdiction in which the character of the property  owned,  leased or operated
by the Company,  or the nature of the business or  activities  conducted by the
Company,  makes such  qualification  necessary.  The Company has  delivered  to
Buyer true,  complete and correct copies of the Articles of  Incorporation  and
Bylaws  of  the  Company.   Such  Articles  of  Incorporation  and  Bylaws  are
collectively  referred  to as the  "Charter  Documents."  The Company is not in
violation of any Charter  Documents.  The minute books of the Company have been
made  available  to Buyer (and have been  delivered,  along with the  Company's
original  stock  ledger and  corporate  seal,  to Buyer) and are  correct  and,
except as set forth in Schedule 3.1, complete in all material respects.

      3.2   Authorization;  Validity.  The  Company  has the full legal  right,
corporate   power  and   authority  to  enter  into  this   Agreement  and  the
transactions  contemplated  hereby and to perform its  obligations  pursuant to
the terms of this  Agreement.  Each  Stockholder  has the full legal  right and
authority  to enter  into  this  Agreement  and the  transactions  contemplated
hereby and to perform its respective  obligations pursuant to the terms of this
Agreement.  The  execution  and  delivery of this  Agreement by the Company and
the  performance by the Company of the  transactions  contemplated  herein have
been duly and validly  authorized  by the Board of Directors of the Company and
the  Stockholders  and this  Agreement has been duly and validly  authorized by
all necessary  corporate action.  This Agreement is a legal,  valid and binding
obligation of the Company and each Stockholder,  enforceable in accordance with
its terms.

<PAGE>

      3.3   No  Conflicts.  The  execution,  delivery and  performance  of this
Agreement,  the consummation of the transactions  contemplated  hereby, and the
fulfillment of the terms hereof will not:

            (a)   conflict  with, or result in a breach or violation of, any of
the Charter Documents;

            (b)   except as set forth on Schedule  3.3(b),  conflict  with,  or
result in a default (or would  constitute a default but for any  requirement of
notice  or lapse of time or  both)  under,  any  document,  agreement  or other
instrument to which the Company or any  Stockholder  is a party or by which the
Company or any  Stockholder  is bound,  or result in the creation or imposition
of any Lien (as  defined in  Section 3.4)  on any of the  Company's  properties
pursuant to (i) any law or regulation  to which the Company or any  Stockholder
or any of their respective property is subject, or (ii) any judgment,  order or
decree  to  which  the  Company  or any  Stockholder  is  bound or any of their
respective property is subject;

            (c)   except   as  set   forth  on   Schedule 3.3(b),   result   in
termination or any impairment of any permit,  license,  franchise,  contractual
right or other authorization of the Company; or

            (d)   violate any law, order, judgment,  rule,  regulation,  decree
or  ordinance  to which the Company or any  Stockholder  is subject or by which
the Company or any  Stockholder is bound  including,  without  limitation,  the
Hart-Scott-Rodino  Antitrust Improvements Act of 1976 (the "HSR Act"), together
with all rules and regulations promulgated thereunder.

      3.4   Capital Stock of the Company.  The authorized  capital stock of the
Company  consists  of 200 shares of common  stock,  no par value,  of which 200
shares are issued and  outstanding  and no shares of  preferred  stock.  All of
the issued and  outstanding  shares of the capital  stock of the  Company  have
been duly authorized and validly issued,  are fully paid and  nonassessable and
are owned of record and  beneficially  by the  Stockholders  in the amounts set
forth in Schedule 1.2  free and clear of all Liens (defined below).  All of the
issued  and  outstanding  shares  of the  capital  stock  of the  Company  were
offered,  issued,  sold and  delivered  by the Company in  compliance  with all
applicable  state and federal  laws  concerning  the  issuance  of  securities.
Further,  none of  such  shares  was  issued  in  violation  of any  preemptive
rights.  There are no voting  agreements  or voting  trusts with respect to any
of the  outstanding  shares of the capital  stock of the Company.  For purposes
of this  Agreement,  "Lien"  means any  mortgage,  security  interest,  pledge,
hypothecation,  assignment,  deposit arrangement,  encumbrance, lien (statutory
or  otherwise),  charge,  preference,  priority  or other  security  agreement,
option, warrant, attachment,  right of first refusal,  preemptive,  conversion,
put,  call or  other  claim or  right,  restriction  on  transfer  (other  than
restrictions  imposed by federal and state  securities  laws),  or preferential
arrangement of any kind or nature whatsoever  (including any restriction on the
transfer  of  any  assets,  any  conditional  sale  or  other  title  retention
agreement,  any  financing  lease  involving  substantially  the same  economic
effect as any of the foregoing and the filing of any financing  statement under
the Uniform Commercial Code or comparable law of any jurisdiction).

<PAGE>

      3.5   Transactions   in   Capital   Stock.   Except   as  set   forth  in
Schedule 3.5,  no option,  warrant, call,  subscription right, conversion right
or other  contract or commitment of any kind exists of any  character,  written
or oral,  which may  obligate the Company to issue,  sell or  otherwise  become
outstanding  any  shares  of  capital  stock.  The  Company  has no  obligation
(contingent or otherwise) to purchase,  redeem or otherwise  acquire any of its
equity  securities or any interests  therein or to pay any dividend or make any
distribution in respect thereof.  As a result of the transactions  contemplated
by this  Agreement,  Buyer  will be the  record  and  beneficial  owner  of all
outstanding  capital  stock of the Company and rights to acquire  capital stock
of the Company.

      3.6   Subsidiaries, Stock, and Notes.

            (a)   Except as set forth on  Schedule  3.6(a),  the Company has no
subsidiaries.  For  purposes  of  this  Agreement,   "subsidiaries"  means  any
corporation,  partnership,  limited  liability  company,  association  or other
business entity of which a person (as defined in Section 10.13)  owns, directly
or indirectly, more than 50% of the voting securities thereof.

            (b)   Except as set forth on Schedule 3.6(b),  the Company does not
presently own, of record or beneficially,  or control,  directly or indirectly,
any capital  stock,  securities  convertible  into  capital  stock or any other
equity interest in any corporation,  limited liability company,  association or
other  business  entity,  nor  is  the  Company,   directly  or  indirectly,  a
participant in any joint venture, partnership or other non-corporate entity.

            (c)   Except  as  set  forth  on  Schedule  3.6(c),  there  are  no
promissory notes that have been issued to, or are held by, the Company.

      3.7   Complete  Copies of  Materials.  The Company has delivered to Buyer
true and  complete  copies of each  agreement,  contract,  commitment  or other
document (or  summaries  thereof)  that is referred to in the Schedules or that
has been requested and received by Buyer.

      3.8   Absence of Claims Against  Company.  No Stockholder  has any claims
against the Company  other than  (i) for  salary,  employee  benefits and other
payments due in the ordinary  course of business as an employee of the Company,
or (ii) for  amounts due to  affiliates  of the  Stockholders  in the  ordinary
course  of  business,  or (iii)  for  amounts  under  the  Accounts  Receivable
Assignment  Agreement entered into by the Stockholders and Company contained in
Schedule 1.2(b).

      3.9   Company Financial Conditions.

            (a)   The  Company's  net worth as of the Closing  will not be less
than the Net Worth Target.

            (b)   The  Company's   gross  sales  for  its  fiscal  year  ending
December 31, 1997 were not materially less than $17,148,596.

<PAGE>

            (c)   The sum of the  Company's  total  outstanding  long  term and
short term  indebtedness  to (i) banks,  (ii) the  Stockholders,  and (iii) all
other financial  institutions and creditors (in each case including the current
portions of such indebtedness,  but excluding trade payables and other accounts
payable  incurred in the ordinary course of the Company's  business  consistent
with past practice) as of the Closing Date will not be more than $0.

For purposes of Section 3.9(a),  calculation of amounts as of the Closing shall
be made in accordance with the last paragraph of Section 6.9.

      3.10  Financial  Statements.  Schedule 3.10 includes  (a) true,  complete
and correct copies of the Company's  compiled  balance sheet as of December 31,
1998 (the end of its most recent  completed  fiscal year) and December 31, 1997
and 1996 and income  statement and schedule of retained  earnings for the years
ended   December 31,   1998,  1997  and  1996   (collectively,   the  "Compiled
Financials"),  provided,  however, that the cover letter to the Interim Balance
Sheet  modifies  the  December  31, 1998  financial  statements  and  (b) true,
complete  and  correct  copies of the  Company's  compiled  balance  sheet (the
"Interim  Balance  Sheet") as of March 18,  1999 (the "Balance Sheet Date") and
income  statement and schedule of retained  earnings,  for the period beginning
January  1, 1999 and  ending  on the  Balance  Sheet  Date  (collectively,  the
"Interim  Financials," and together with the Compiled Financials,  the "Company
Financial   Statements").   Except   as  noted  on  the   compilation   reports
accompanying  the  Compiled  Financials  and  Interim  Financials,  the Company
Financial  Statements have been prepared in accordance  with GAAP  consistently
applied,  subject,  in  the  case  of the  Interim  Financials,  (i) to  normal
year-end audit adjustments,  which individually or in the aggregate will not be
material,  (ii) the  exceptions  stated on  Schedule  3.10,  and  (iii) to  the
omission of footnote  information.  Except as set forth on Schedule 3.10,  each
balance sheet included in the Company Financial  Statements presents fairly the
financial  condition of the Company as of the date indicated thereon,  and each
of the income  statements  and  schedule of retained  earnings  included in the
Company Financial  Statements presents fairly the results of its operations for
the  periods  indicated  thereon.  Since  the  dates of the  Company  Financial
Statements,  there have been no material  changes in the  Company's  accounting
policies  other than as requested by Buyer to conform the Company's  accounting
policies to GAAP.

      3.11  Liabilities and Obligations.

            (a)   Except as set forth on  Schedule 3.11(a),  the Company is not
liable for or subject to any liabilities except for:

                  (i)   those  liabilities  reflected  on the  Interim  Balance
Sheet and not previously paid or discharged;

                  (ii)  those  liabilities  arising in the  ordinary  course of
its business  consistent  with past practice under any contract,  commitment or
agreement  specifically  disclosed  on any  Schedule to this  Agreement  or not
required  to be  disclosed  thereon  because of the term or amount  involved or
otherwise; and

<PAGE>

                  (iii) those  liabilities  incurred  since the  Balance  Sheet
Date in the ordinary course of business  consistent  with past practice,  which
liabilities are not, individually or in the aggregate, material.

            (b)   The  Company  has  delivered  to Buyer,  in the case of those
liabilities which are not fixed or are contested,  a reasonable estimate of the
maximum amount which may be payable.

            (c)   Schedule  3.11(c) also includes a summary  description of all
plans or projects  involving  the opening of new  operations,  expansion of any
existing  operations  or the  acquisition  of any  real  property  or  existing
business,  to which management of the Company has made any material expenditure
in the two-year  period prior to the date of this  Agreement,  which if pursued
by the Company or the Surviving  Corporation would require additional  material
expenditures of capital.

            (d)   For purposes of this  Section  3.11,  the term  "liabilities"
shall   include   without   limitation   any  direct  or  indirect   liability,
indebtedness,  guaranty,  endorsement,  claim, loss, damage, deficiency,  cost,
expense,  obligation or responsibility,  either accrued, absolute,  contingent,
mature,  unmature or otherwise and whether known or unknown,  fixed or unfixed,
choate or inchoate, liquidated or unliquidated, secured or unsecured.

      3.12  Books and Records.  The Company has made and kept books and records
and accounts,  which, in reasonable  detail,  accurately and fairly reflect the
activities  of the  Company.  The Company  has not engaged in any  transaction,
maintained  any  bank  account,   or  used  any  corporate   funds  except  for
transactions,  bank  accounts,  and funds which have been and are  reflected in
its normally maintained books and records.

      3.13  Bank  Accounts;  Powers of  Attorney.  Schedule  3.13 sets  forth a
complete and accurate list as of the date of this Agreement, of:

            (a)   the name of each  financial  institution in which the Company
has any account or safe deposit box;

            (b)   the names in which the accounts or boxes are held;

            (c)   the type of account;

            (d)   the name of each person  authorized  to draw  thereon or have
access thereto; and

            (e)   the name of each  person,  corporation,  firm or other entity
holding  a  general  or  special  power  of  attorney  from the  Company  and a
description of the terms of such power.

<PAGE>

      3.14  Accounts and Notes  Receivable.  The Company has delivered to Buyer
a complete and accurate  list, as of a date not more than two (2) business days
prior to the date hereof,  of the accounts and notes  receivable of the Company
(including  without  limitation  receivables from and advances to employees and
the  Stockholders),   which  includes  an  aging  of  all  accounts  and  notes
receivable   showing   amounts  due  in  thirty   (30)  day  aging   categories
(collectively,  the "Accounts  Receivable").  On the Closing Date,  the Company
will deliver to Buyer a complete and accurate  list, as of a date not more than
two (2) business  days prior to the Closing  Date,  of the Accounts  Receivable
which is contained in Schedule 3.14. All Accounts  Receivable  represent  valid
obligations  arising from sales actually made or services actually performed in
the  ordinary  course of  business.  The  Accounts  Receivable  are current and
collectible  net of any respective  reserves  shown on the Company's  books and
records  (which  reserves  are  adequate and  calculated  consistent  with past
practice).  Subject to such reserves,  each of the Accounts  Receivable will be
collected in full,  without any set-off,  within one hundred  twenty (120) days
after the day on which it first  became due and  payable.  There is no contest,
claim,  or right of set-off,  other than  rebates  and returns in the  ordinary
course  of  business,  under  any  contract  with  any  obligor  of an  Account
Receivable  relating  to the amount or  validity  of such  Account  Receivable.
Notwithstanding  anything in the foregoing to the contrary,  no representations
or  warranties  are made with  respect to  accounts  receivable  of the Company
included within the Distributed Assets (as defined in Section 1.2(b)),  and the
term  "Accounts  Receivable"  as used in this  Agreement  shall not include any
such Distributed Assets.

      3.15  Permits.  The  Company  owns or  holds  all  licenses,  franchises,
permits and other  governmental  authorizations,  including without  limitation
permits,  titles (including without limitation motor vehicle titles and current
registrations),  fuel  permits,  licenses  and  franchises  necessary  for  the
continued  operation of its business as it is currently  being  conducted  (the
"Permits").  The  Permits  are valid,  and the  Company  has not  received  any
notice that any governmental authority intends to modify, cancel,  terminate or
fail to renew any Permit. No present or former officer,  director,  stockholder
or employee  of the  Company or any  affiliate  thereof,  or any other  person,
firm,  corporation or other entity,  owns or has any proprietary,  financial or
other interest  (direct or indirect) in any Permits.  The Company has conducted
and is conducting its business in compliance with the requirements,  standards,
criteria and conditions set forth in the Permits and other  applicable  orders,
approvals,  variances,  rules and regulations and is not in violation of any of
the  foregoing.  The  transactions  contemplated  by this  Agreement  will  not
result in a default  under,  or a breach or violation  of, or adversely  affect
the rights and benefits afforded to the Company, by any Permit.

      3.16  Real Property.

            (a)   For purposes of this  Agreement,  "Real  Property"  means all
interests  in  real  property  including,   without  limitation,  fee  estates,
leaseholds and subleaseholds,  purchase options, easements, licenses, rights to
access,  and rights of way, and all buildings and other  improvements  thereon,
owned  or  used  by  the  Company,  together  with  any  additions  thereto  or
replacements thereof.

            (b)   Schedule   3.16(b)   contains   a   complete   and   accurate
description  of all Real  Property  leased to, or  subleased  by,  the  Company
(including  street  address,   legal  description  (where  known),  owner,  and
Company's  use  thereof)  and,  to  the   Company's   knowledge,   any  claims,
liabilities,   security  interests,   mortgages,  liens,  pledges,  conditions,
charges,  covenants,  easements,   restrictions,   encroachments,   leases,  or
encumbrances of any nature thereon  ("Encumbrances").  The Company does not own
any Real  Property.  The Real  Property  listed on Schedule  3.16  includes all
interests in real property  necessary to conduct the business and operations of
the Company.

<PAGE>

            (c)   Except as set forth in Schedule 3.16(c):

                  (i)   The  Company  has good and valid  rights of ingress and
egress to and from all Real Property from and to the public street  systems for
all usual street, road and utility purposes.

                  (ii)  All  structures  and  all  structural,  mechanical  and
other  physical  systems  thereof that  constitute  part of the Real  Property,
including but not limited to the walls,  roofs and structural  elements thereof
and  the  heating,   ventilation,  air  conditioning,   plumbing,   electrical,
mechanical,  sewer,  waste water,  storm water,  paving and parking  equipment,
systems and facility  included  therein,  and other  material items at the Real
Property  (collectively,  the  "Tangible  Assets"),  are free of defects and in
good  operating  condition  and repair,  ordinary wear and tear  excepted.  For
purposes  of this  Section,  a defect  shall mean a  condition  relating to the
structures or any  structural,  mechanical or physical system which the Company
is required to repair at its expense and which  requires an expenditure of more
than $1,000 to correct.  To the  knowledge of the Company,  no  maintenance  or
repair to the Real Property,  structures,  facilities and  improvements  to the
Real  Property  ("Structures")  or any  Tangible  Asset  has been  unreasonably
deferred.  There is no water,  chemical or gaseous seepage,  diffusion or other
intrusion into said buildings,  including any subterranean portions, that would
impair beneficial use of the Real Property, Structures or any Tangible Asset.

                  (iii) All  water,   sewer,  gas,   electric,   telephone  and
drainage  facilities,  and all other  utilities  required in the conduct of the
Company's  business  are  connected  pursuant to valid  permits to municipal or
public  utility  services or facilities,  or proper  drainage  facilities,  are
operable and are adequate to service the Real  Property in the operation of the
Company's  business and to permit full compliance with the  requirements of all
laws in the  operation  of such  business.  No fact or  condition  exists which
could result in the  termination  or material  reduction of the current  access
from the Real Property to existing roads or to sewer or other utility  services
presently serving the Real Property.

                  (iv)  To  the   knowledge   of  the  Company   (but   without
independent  verification and absent due diligence),  the Real Property and all
present uses and  operations  of the Real Property  comply with all  applicable
statutes,   rules,   regulations,   ordinances,   orders,  writs,  injunctions,
judgments,  decrees,  awards or  restrictions  of any government  entity having
jurisdiction  over  any  portion  of  the  Real  Property  (including,  without
limitation,  applicable statutes, rules,  regulations,  orders and restrictions
relating  to  zoning,  land use,  safety,  health,  employment  and  employment
practices and access by the  handicapped)  (collectively,  "Laws"),  covenants,
conditions,   restrictions,   easements,  disposition  agreements  and  similar
matters  affecting  the Real  Property.  The Company has obtained all approvals
of  governmental  authorities  (including  certificates  of use and  occupancy,
licenses and permits) required in connection with the construction,  ownership,
use, occupation and operation of the Real Property.

<PAGE>

                  (v)   There are no pending  or, to the  Company's  knowledge,
threatened condemnation,  fire, health, safety, building,  zoning or other land
use regulatory proceedings,  lawsuits or administrative actions relating to any
portion of the Real  Property or any other  matters  which do or may  adversely
effect the current use, occupancy or value thereof,  nor has the Company or any
of the  Stockholders  received  notice of any  pending  or  threatened  special
assessment proceedings affecting any portion of the Real Property.

                  (vi)  No portion of the Real Property or the  Structures  has
suffered any damage by fire or other  casualty  which has not  heretofore  been
completely repaired and restored to its original condition.

                  (vii) There  are  no  parties   other  than  the  Company  in
possession  of any of the Real Property or any portion  thereof,  and there are
no leases,  subleases,  licenses,  concessions or other agreements,  written or
oral,  granting  to any party or parties the right of use or  occupancy  of any
portion of the Real Property or any portion thereof.

                  (viii) The  Company  is not a party to,  and to the  Company's
knowledge  there are no,  outstanding  options  or rights  of first  refusal  to
purchase the Real  Property,  or any portion  thereof or interest  therein.  The
Company has not transferred any air rights or development rights relating to the
Real Property.

                  (ix)  the Company is not a party to any service  contracts or
other agreements relating to the use or operation of the Real Property.

                  (x)   No  portion  of  the  Real  Property  is  located  in a
wetlands  area,  as defined by Laws,  or in a designated  or  recognized  flood
plain,   flood  plain   district,   flood   hazard  area  or  area  of  similar
characterization.  No  commercial  use of any portion of the Real Property will
violate  any  requirement  of the  United  States  Corps of  Engineers  or Laws
relating to wetlands areas.

                  (xi)  All real property  taxes and  assessments  that are due
and payable by the Company with respect to the Real  Property have been paid or
will be paid at or prior to Closing.

                  (xii) All  oral  or  written  leases,  subleases,   licenses,
concession  agreements or other use or occupancy  agreements  pursuant to which
the  Company  leases  from any other  party any real  property,  including  all
amendments,  renewals,  extensions,  modifications or supplements to any of the
foregoing  or  substitutions  for  any  of  the  foregoing  (collectively,  the
"Leases")  are valid and in full force and effect.  The  Company  has  provided
Buyer  with true and  complete  copies of all of the  Leases,  all  amendments,
renewals,  extensions,  modifications or supplements  thereto, and all material
correspondence related thereto,  including all correspondence pursuant to which
any party to any of the  Leases  declared  a  default  thereunder  or  provided
notice of the  exercise  of any option  granted to such party under such Lease.
The Leases and the Company's interests thereunder are free of all Liens.

<PAGE>

                  (xiii) None of the Leases  requires the consent or approval of
any party  thereto  in  connection  with the  consummation  of the  transactions
contemplated hereby.

      3.17  Personal Property.

            (a)   Schedule  3.17(a) sets forth a complete and accurate  list of
all  personal  property  included  on the Interim  Balance  Sheet and all other
personal  property  owned or leased by the Company with a current book value in
excess of $5,000 both (i) as of the Balance Sheet Date and (ii) acquired  since
the  Balance  Sheet Date,  including  in each case true,  complete  and correct
copies of leases for material  equipment  and an  indication as to which assets
are currently  owned, or were formerly owned, by any Stockholder or business or
personal affiliates of any Stockholder or of the Company.

            (b)   The Company  currently  owns or leases all personal  property
and other  assets  necessary  to conduct the  business  and  operations  of the
Company  as they are  currently  being  conducted,  free and clear of all Liens
except for such Liens as are set forth on Schedule 3.17(a).

            (c)   All of the equipment of the Company,  including  those listed
on Schedule  3.17(a),  are in good working order and  condition,  ordinary wear
and tear excepted.  All leases set forth on Schedule  3.17(a) are in full force
and effect and constitute valid and binding agreements of the Company,  and the
Company is not in breach of any of their  terms.  All fixed  assets used by the
Company that are material to the  operation of its business are either owned by
the Company or leased under an agreement listed on Schedule 3.17(a).

      3.18  Intellectual Property.

            (a)   The  Company  is not the owner of,  and is not  licensed  and
does not otherwise  possesses legally enforceable rights to use, any registered
or unregistered  Marks (as defined  below).  For purposes of this Section 3.18,
the term "Mark"  shall mean all right,  title and interest in and to any United
States or foreign  trademarks,  service  marks and trade names,  including  any
registration  or application  for  registration  of any trademarks and services
marks in the PTO or the  equivalent  thereof in any state of the United  States
or in any  foreign  country,  as well  as any  unregistered  marks  used by the
Company,  and  any  trade  dress  (including  logos,  designs,  company  names,
business names,  fictitious names and other business  identifiers)  used by the
Company in the United States or any foreign country.

            (b)   The  Company  is not the owner of,  and is not  licensed  and
does not otherwise  possesses legally  enforceable rights to use, any rights in
Patents (as defined  below) or in Copyright  (as defined  below).  For purposes
of this  Section  3.18,  the term  "Patent"  shall  mean any  United  States or
foreign  patent  to  which  the  Company  has  title  as of the  date  of  this
Agreement,  as well as any  application  for a United States or foreign  patent
made by the  Company;  the term  "Copyright"  shall mean any  United  States or
foreign  copyright  owned  by the  Company  as of the  date of this  Agreement,
including  any  registration  of  copyrights,  in the United  States  Copyright
Office  or the  equivalent  thereof  in any  foreign  county,  as  well  as any
application for a United States or foreign  copyright  registration made by the
Company.

<PAGE>

            (c)   The  Company  is not the owner of,  and is not  licensed  and
does not otherwise  possesses legally  enforceable rights to use, any rights in
trade secrets, franchises, or similar rights (collectively, "Other Rights").

            (d)   Marks, Patents,  Copyrights, and Other Rights are referred to
collectively  herein as the  "Intellectual  Property."  Except as  indicated on
Schedule  3.18(d),  the Company has no obligations to compensate any person for
the use of any Intellectual  Property nor has the Company granted to any person
any  license,  option or other  rights to use in any  manner  any  Intellectual
Property, whether requiring the payment of royalties or not.

            (e)   The  Company  is  not,  nor  will  it be as a  result  of the
execution and delivery of this Agreement or the  performance of its obligations
hereunder,  in violation of any Intellectual  Property  license,  sublicense or
agreement.  No claims with respect to the  Intellectual  Property are currently
pending or, to the  knowledge of the  Company,  are  threatened  by any person,
nor, to the Company's  knowledge,  do any grounds for any claims exist:  (i) to
the effect that the manufacture,  sale,  licensing or use of any product as now
used,  sold or  licensed or  proposed  for use,  sale or license by the Company
infringes on any  copyright,  patent,  trademark,  service mark or trade secret
and (ii) against the use by the Company of any trademarks,  trade names,  trade
secrets,  copyrights,   patents,  technology,  know-how  or  computer  software
programs  and  applications  used  in  the  Company's   business  as  currently
conducted by the Company.  Neither the Company nor any of its  subsidiaries (x)
has been sued or charged in writing as a defendant in any claim,  suit,  action
or proceeding  which involves a claim or  infringement  of trade  secrets,  any
patents,  trademarks,  service  marks,  or  copyrights  and  which has not been
finally  terminated  or been  informed  or notified by any third party that the
Company  may be  engaged  in  such  infringement  or (y) has  knowledge  of any
infringement  liability with respect to, or infringement by, the Company or any
of its subsidiaries of any trade secret,  patent,  trademark,  service mark, or
copyright of another.

      3.19  Significant Customers; Material Contracts and Commitments.

            (a)   Schedule  3.19(a) sets forth a complete and accurate  list of
all  Significant  Customers  and  Significant  Suppliers.  For purposes of this
Agreement,  "Significant  Customers"  are the twenty (20)  customers  that have
effected  the most  purchases,  in dollar  terms,  from the Company  during the
twelve  (12)  months  ending  on  the  Balance  Sheet  Date  and   "Significant
Suppliers"  are the twenty (20)  suppliers  who supplied the largest  amount by
dollar  volume of products  or  services to the Company  during the twelve (12)
months ending on the Balance Sheet Date.

            (b)   Except for purchase  orders  received in the ordinary  course
of business,  Schedule  3.19(b)  contains a complete  and accurate  list of all
contracts,  commitments, leases, instruments,  agreements, licenses or permits,
written  or  oral,  to  which  the  Company  is a party  or by  which it or its
properties are bound (including without  limitation  contracts with Significant
Customers,  joint venture or partnership  agreements,  contracts with any labor
organizations,  employment agreements,  consulting agreements, loan agreements,
indemnity or guaranty agreements,  bonds, mortgages,  options to purchase land,
liens,  pledges or other security  agreements) (i) to which the Company and any
affiliate  of the  Company  or any  officer,  director  or  stockholder  of the
Company are parties  ("Related Party  Agreements");  (ii) that may give rise to
obligations or liabilities exceeding,  during the current term thereof,  $5,000
or (iii) that may  generate  revenues or income  exceeding,  during the current
term  thereof,  $5,000  (collectively  with the Related Party  Agreements,  the
"Material  Contracts").  The Company has delivered to Buyer true,  complete and
correct copies of the Material Contracts.  Schedule 3.19(b)  designates whether
a  Material  Contract  is  written  or oral.  The  Company  has no  obligation,
contractual  or  otherwise,  to continue to make rental (or other)  payments on
behalf of a personal  acquaintance  of the  Stockholders  with  respect to real
property  located in New Jersey (or  elsewhere)  and not used by the Company in
its  business  or  operations.   Except  as  otherwise  expressly  provided  or
contemplated  by this  Agreement,  or as set  forth  on  Schedule 3.19(b),  the
Company also has no obligation,  contractual  or otherwise,  to pay any bonuses
or other  payments  after the Closing Date to any person or entity based on the
profits or other financial results of the Company.

<PAGE>

            (c)   Except to the extent set forth on Schedule 3.19(c),  (i) none
of the  Company's  Significant  Customers  has,  except for ordinary  course of
business purchase  fluctuations,  canceled or substantially  reduced or, to the
knowledge of the Company,  is currently  attempting or threatening to cancel or
substantially  reduce,  any  purchases  from  the  Company,  (ii)  none  of the
Company's  Significant  Suppliers has canceled or substantially  reduced or, to
the   knowledge  of  the  Company,   is  currently   attempting  to  cancel  or
substantially  reduce,  the supply of  products  or  services  to the  Company,
(iii) the Company has complied with all of its  commitments and obligations and
is not in  default  under  any of the  Material  Contracts,  and no  notice  of
default has been  received  with respect to any thereof,  and (iv) there are no
Material  Contracts that were not  negotiated at arm's length.  The Company has
not received any material  customer  complaints  concerning its products and/or
services,  nor has it had any of its products  returned by a purchaser  thereof
except for normal  warranty  returns  consistent  with past  history  and those
returns that would not result in a reversal of any material revenue.

            (d)   Each Material Contract,  except those terminated  pursuant to
Section  5.5,  is valid and  binding  on the  Company  and is in full force and
effect and is not subject to any default  thereunder by any party  obligated to
the  Company  pursuant   thereto.   The  Company  has  obtained  all  necessary
consents,  waivers and approvals of parties to any Material  Contracts that are
required in connection with any of the  transactions  contemplated  hereby,  or
are required by any  governmental  agency or other third party or are advisable
in order that any such Material Contract remain in effect without  modification
after the  transactions  contemplated by this Agreement and without giving rise
to any right to termination,  cancellation or acceleration or loss of any right
or benefit  ("Third Party  Consents").  All Third Party  Consents are listed on
Schedule 3.19(d).

            (e)   The Company is not a "women's  business  enterprise"  ("WBE")
or "woman-owned  business concern" as defined in 48 C.F.R.  ss. 52.204-5,  or a
"minority business enterprise" ("MBE") or "minority-owned  business concern" as
defined  in 48 C.F.R.  ss. 52.219-8, nor has it held  itself  out to be such to
any of its customers.

            (f)   The  outstanding  balance  on all loans or credit  agreements
either (i) between the Company and any person in which any of the  Stockholders
owns a material interest,  or (ii) guaranteed by the Company for the benefit of
any person in which any of the Stockholders owns a material  interest,  are set
forth in Schedule 3.19(f).

<PAGE>

            (g)   The   pledge,   hypothecation   or   mortgage   of   all   or
substantially all of the Company's assets  (including,  without  limitation,  a
pledge of the Company's  contract rights under any Material Contract) will not,
except as set forth on Schedule 3.19(g),  (i) result in the breach or violation
of,  (ii) constitute  a  default  under,  (iii) create  a right of  termination
under,  or (iv) result in the creation or imposition  of (or the  obligation to
create or impose) any lien upon any of the assets of the Company  (other than a
lien created  pursuant to the pledge,  hypothecation  or mortgage  described at
the start of this Section 3.19(g))  pursuant to any of the terms and provisions
of,  any  Material  Contract  to which the  Company  is a party or by which the
property of the Company is bound.

      3.20  Government Contracts.

            (a)   Except as set forth on  Schedule  3.20,  the Company is not a
party to any government contracts.

            (b)   The Company has not been  suspended or debarred  from bidding
on contracts or subcontracts  for any agency or  instrumentality  of the United
States  Government or any state or local  government,  nor, to the knowledge of
the  Company,  has any  suspension  or  debarment  action  been  threatened  or
commenced.  There is no valid basis for the  Company's  suspension or debarment
from bidding on contracts or  subcontracts  for any agency of the United States
Government or any state or local government.

            (c)   Except as set forth in  Schedule  3.20,  the  Company has not
been, nor is it now being,  audited or investigated  by any government  agency,
or the  inspector  general or auditor  general  or similar  functionary  of any
agency or  instrumentality,  nor, to the  knowledge  of the  Company,  has such
audit or investigation been threatened.

            (d)   The  Company  has no  dispute  pending  before a  contracting
office  of,   nor  any   current   claim   pending   against,   any  agency  or
instrumentality  of  the  United  States  Government  or  any  state  or  local
government, relating to a contract.

            (e)   The  Company  has  not,   with  respect  to  any   government
contract,  received a cure notice  advising  the  Company  that it is or was in
default or would,  if it failed to take  remedial  action,  be in default under
such contract.

            (f)   The Company has not submitted any inaccurate,  untruthful, or
misleading cost or pricing data, certification,  bid, proposal,  report, claim,
or  any  other   information   relating   to  a  contract   to  any  agency  or
instrumentality  of  the  United  States  Government  or  any  state  or  local
government.

            (g)   No employee, agent, consultant,  representative, or affiliate
of the Company is in receipt or  possession  of any  competitor  or  government
proprietary  or  procurement  sensitive  information  related to the  Company's
business  under  circumstances  where  there is  reason  to  believe  that such
receipt or possession is unlawful or unauthorized.

<PAGE>

            (h)   Each of the Company's  government  contracts has been issued,
awarded or novated to the Company in the Company's name.

      3.21  Work In Process.  The work in process on the Closing  Balance Sheet
consists of goods in process and finished  goods,  all of which is merchantable
and fit for the  purposes for which it was  manufactured,  and none of which is
slow-moving,  obsolete,  damaged,  or defective  (except as reserved for on the
Closing Balance Sheet).

      3.22  Insurance.  Schedule 3.22 sets forth a complete and accurate  list,
as of the Balance Sheet Date, of all insurance  policies carried by the Company
and all insurance loss runs or workmen's  compensation  claims received for the
past two (2) policy years.  The Company has  delivered to Buyer true,  complete
and correct copies of all current insurance policies,  all of which are in full
force and effect.  All premiums  payable under all such policies have been paid
when due (or within any grace  period)  and the  Company is  otherwise  in full
compliance  with the terms of such policies.  Such policies of insurance are of
the type and in amounts  customarily  carried by persons conducting  businesses
similar to that of the Company.  To the  knowledge  of the Company,  there have
been no threatened  terminations of, or material premium increases with respect
to, any of such policies.

      3.23  Environmental Matters.

            (a)   The Company and any other person or entity for whose  conduct
the Company is or may be held responsible,  have no liability under, have never
violated,  and are  presently  in  compliance  with any and all  environmental,
health or  safety-related  laws,  regulations,  ordinances  or  by-laws  at the
federal,  state and local level (the  "Environmental  Laws")  applicable to the
Real Property and any facilities and  operations  thereon,  except as listed in
Schedule 3.23(a).

            (b)   There exist no conditions  with respect to the environment on
or off the Real  Property,  whether  or not yet  discovered,  that  could or do
result in any damage,  loss, cost, expense,  claim,  demand, order or liability
to or against  the Company by any third party  including,  without  limitation,
any condition  resulting  from the operation of the Company's  business  and/or
the  operation of the business of any other  property  owner or operator in the
vicinity  of the Real  Property  and/or  any  activity  or  operation  formerly
conducted  by any person or entity on or off the Real  Property,  except as set
forth in Schedule 3.23(b).

            (c)   The  Company,  and any  other  person  or  entity  for  whose
conduct  the  Company  is or may  be  held  responsible,  have  not  generated,
manufactured,   refined,  transported,   treated,  stored,  handled,  disposed,
transferred,  produced, or processed any pollutant, toxic substance,  hazardous
waste,  hazardous  material,  hazardous  substance,  or  oil as  defined  in or
pursuant to the Resource  Conservation and Recovery Act, as amended,  42 U.S.C.
ss. 6901 et seq., the Comprehensive Environmental Response,  Compensation,  and
Liability  Act, as amended, 42 U.S.C. ss. 9601 et seq., the Federal Clean Water
Act, as amended,  33 U.S.C. ss. 1251 et seq., or any other  federal,  state, or
local  environmental  law,  regulation,  ordinance,  rule,  or  bylaw,  whether
existing as of the date hereof,  previously  enforced,  or subsequently enacted
("Hazardous  Material")  or any  solid  waste at the Real  Property,  or at any
other  location,  except in compliance with all applicable  Environmental  Laws
and except as listed in Schedule 3.23(c).

<PAGE>

            (d)   The  Company has no  knowledge  of the  releasing,  spilling,
leaking,  pumping,  pouring,  emitting,   emptying,   discharging,   injecting,
escaping,  leaching,  disposing,  or  dumping  into the soil,  surface  waters,
ground waters,  land, stream sediments,  surface or subsurface strata,  ambient
air,  sewer  system,  or any  environmental  medium  with  respect  to the Real
Property ("Environmental Condition") except as listed in Schedule 3.23(d).

            (e)   No  Lien  has  been  imposed  on  the  Real  Property  by any
governmental  entity at the federal,  state,  or local level in connection with
the presence on or off the Real Property of any Hazardous  Material,  except as
listed in Schedule 3.23(e).

            (f)   The  Company  has not,  and any other  person  or entity  for
whose conduct the Company is or may be held  responsible  has not,  (i) entered
into  or  been   subject  to  any  consent   decree,   compliance   order,   or
administrative  order with respect to the Real  Property or any  facilities  or
operations  thereon;  (ii) received  notice under the citizen suit provision of
any of the  Environmental  Laws in  connection  with the Real  Property  or any
facilities or operations  thereon;  (iii) received any request for information,
notice, demand letter,  administrative inquiry, or formal or informal compliant
or claim  with  respect to any  Environmental  Condition  relating  to the Real
Property or any facilities or operations  thereon;  or (iv) been  subject to or
threatened with any governmental or citizen  enforcement action with respect to
the Real Property or any facilities or operations thereon,  except as set forth
in Schedule 3.23(f);  and the Company, and any other person or entity for whose
conduct it is or may be held  responsible,  have no  knowledge  that any of the
above will be forthcoming.

            (g)   The   Company   has  all   permits   necessary   pursuant  to
Environmental  Laws for its  activities and operations at the Real Property and
for any past or  ongoing  alterations  or  improvements  at the Real  Property,
which permits are listed in Schedule 3.23(g).

            (h)   None  of  the   following   exists  at  the  Real   Property:
(1) underground  storage tanks,  (2) asbestos-containing  materials in any form
or condition,  (3) materials or equipment containing polychlorinated biphenyls,
(4) lead paint,  pipes or solder,  or  (5) landfills,  surface  impoundments or
disposal areas, except as listed in Schedule 3.23(h).

            (i)   The Company has  provided to Buyer  copies of all  documents,
records  and  information  in its  possession  or control or  available  to the
Company concerning  Environmental  Conditions  relevant to the Real Property or
any facilities or operations  thereon,  whether generated by Company or others,
including,   without  limitation,   environmental  audits,  environmental  risk
assessments,  or site  assessments  of the Real  Property  and/or any  adjacent
property  or other  property  in the  vicinity  of the Real  Property  owned or
operated by the Company or others,  documentation  regarding  off-site disposal
of Hazardous  Materials,  spill control plans, and environmental agency reports
and  correspondence.  Furthermore,  the  Stockholders  shall  have  an  ongoing
obligation  to  immediately  provide  to Buyer  copies of any  additional  such
documents  that come into the  possession or control of or become  available to
the Stockholders subsequent to the date hereof.

<PAGE>

            (j)   The  Company  has,  at its sole  cost and  expense,  taken or
caused to be taken all actions  necessary to ensure that as of the Closing Date
the Real Property,  all activities and operations thereon,  and all alterations
and improvements  thereto,  comply with all applicable  Environmental  Laws and
with any and all  agreements  with  governmental  entities,  court orders,  and
administrative orders regarding Environmental Conditions.

      3.24  Labor and  Employment  Matters.  Except  as set  forth on  Schedule
3.24, with respect to employees of and service providers to the Company:

            (a)   the  Company is and has been in  compliance  in all  material
respects  with  all  applicable  laws  respecting   employment  and  employment
practices,  terms and conditions of employment  and wages and hours,  including
without  limitation  any  such  laws  respecting   employment   discrimination,
workers'  compensation,  family and medical leave,  the Immigration  Reform and
Control Act, and occupational safety and health  requirements,  and has not and
is not engaged in any unfair labor practice;

            (b)   there is not now,  nor  within  the past  three (3) years has
there been, any unfair labor  practice  complaint  against the Company  pending
or,  to  the  Company's  knowledge,   threatened,  before  the  National  Labor
Relations Board or any other comparable authority;

            (c)   there is not now,  nor  within  the past  three (3) years has
there been, any labor strike,  slowdown or stoppage actually pending or, to the
Company's knowledge, threatened, against or directly affecting the Company;

            (d)   to  the   Company's   knowledge,   no  labor   representation
organization  effort  exists  nor has there been any such  activity  within the
past three (3) years;

            (e)   no  grievance  or  arbitration  proceeding  arising out of or
under  collective  bargaining  agreements  is  pending  and,  to the  Company's
knowledge, no claims therefor exist or have been threatened;

            (f)   the  employees  of the  Company  are not and have  never been
represented  by any labor  union,  and no  collective  bargaining  agreement is
binding and in force against the Company or currently  being  negotiated by the
Company; and

            (g)   all  persons   classified  by  the  Company  as   independent
contractors  do satisfy and have  satisfied  the  requirements  of law to be so
classified,   and  the  Company  has  fully  and   accurately   reported  their
compensation on IRS Forms 1099 when required to do so.

<PAGE>

      3.25  Employee Benefit Plans.

            (a)   Definitions.

                  (i)   "Benefit  Arrangement"  means any benefit  arrangement,
obligation,  custom,  or  practice,  whether  or not  legally  enforceable,  to
provide benefits,  other than salary, as compensation for services rendered, to
present or former directors,  employees,  agents,  or independent  contractors,
other than any obligation,  arrangement, custom or practice that is an Employee
Benefit Plan, including, without limitation,  employment agreements,  severance
agreements,   executive  compensation   arrangements,   incentive  programs  or
arrangements,  sick leave, vacation pay, severance pay policies,  plant closing
benefits,   salary   continuation   for   disability,   consulting,   or  other
compensation   arrangements,   workers'  compensation,   retirement,   deferred
compensation,  bonus,  stock  option  or  purchase,  hospitalization,   medical
insurance,  life insurance,  tuition reimbursement or scholarship programs, any
plans subject to Section 125 of the Code, and any plans  providing  benefits or
payments in the event of a change of control,  change in ownership,  or sale of
a substantial  portion  (including all or  substantially  all) of the assets of
any  business or portion  thereof,  in each case with respect to any present or
former employees, directors, or agents.

                  (ii)  "Company   Benefit   Arrangement"   means  any  Benefit
Arrangement  sponsored  or  maintained  by the Company or with respect to which
the Company has or may have any liability  (whether  actual,  contingent,  with
respect to any of its assets or  otherwise)  as of the  Closing  Date,  in each
case with respect to any present or former directors,  employees,  or agents of
the Company.

                  (iii) "Company  Plan"  means,  as of the  Closing  Date,  any
Employee  Benefit Plan for which the Company is the "plan  sponsor" (as defined
in Section  3(16)(B) of ERISA) or any Employee  Benefit Plan  maintained by the
Company or to which the Company is  obligated  to make  payments,  in each case
with respect to any present or former employees of the Company.

                  (iv)  "Employee  Benefit  Plan"  has  the  meaning  given  in
Section 3(3) of ERISA.

                  (v)   "ERISA" means the Employee  Retirement  Income Security
Act of 1974, as amended,  and all regulations and rules issued  thereunder,  or
any successor law.

                  (vi)  "ERISA Affiliate" means any person that,  together with
the  Company,  would be or was at any time treated as a single  employer  under
Section 414 of the Code or Section  4001 of ERISA and any  general  partnership
of which the Company is or has been a general partner.

                  (vii) "Multiemployer  Plan" means any  Employee  Benefit Plan
described in Section 3(37) of ERISA.

<PAGE>

                  (viii)  "Qualified  Plan" means any Employee Benefit Plan that
meets,  purports to meet,  or is intended  to meet the  requirements  of Section
401(a) of the Code.

                  (ix)  "Welfare   Plan"  means  any   Employee   Benefit  Plan
described in Section 3(1) of ERISA.

            (b)   Schedule  3.25(b)  contains a complete and  accurate  list of
all  Company  Plans  and  Company  Benefit   Arrangements.   Schedule   3.25(b)
specifically identifies all Company Plans (if any) that are Qualified Plans.

            (c)   With respect,  as applicable,  to Employee  Benefit Plans and
Benefit Arrangements, except as set forth on Schedule 3.25(c):

                  (i)   true,   correct,   and  complete   copies  of  all  the
following  documents  with  respect to each  Company  Plan and Company  Benefit
Arrangement,  to the extent  applicable,  have been delivered to Buyer: (A) all
documents  constituting  the Company  Plans and Company  Benefit  Arrangements,
including but not limited to, trust  agreements,  insurance  policies,  service
agreements,  and formal and informal  amendments  thereto;  (B) the most recent
Forms 5500 or 5500C/R and any financial  statements  attached thereto and those
for  the  prior  three  (3)  years;   (C) the  last  Internal  Revenue  Service
determination  letter,  the last IRS  determination  letter  that  covered  the
qualification  of the entire plan (if different),  and the materials  submitted
by the  Company to obtain  those  letters;  (D) the most  recent  summary  plan
description;  (E) all reports submitted within the four (4) years preceding the
date of this Agreement by  third-party  administrators,  actuaries,  investment
managers,  consultants, or other independent contractors;  (F) all notices that
were given within the three (3) years  preceding the date of this  Agreement by
the IRS,  Department of Labor, or any other governmental  agency or entity with
respect to any plan or  arrangement;  and (G)  employee  manuals  or  handbooks
containing personnel or employee relations policies;

                  (ii)  the Superior  Graphics  Retirement  Plan (the  "Company
401(k) Plan") is the only Qualified  Plan. The Company has never  maintained or
contributed  to another  Qualified  Plan.  The Company  401(k)  Plan  qualifies
under Section 401(a) of the Code, and any trusts  maintained  pursuant  thereto
are exempt from federal  income  taxation  under  Section 501 of the Code,  and
nothing has occurred  with respect to the design or operation of any  Qualified
Plans that  could  cause the loss of such  qualification  or  exemption  or the
imposition of any liability, lien, penalty, or tax under ERISA or the Code;

                  (iii) the Company has never sponsored or maintained,  had any
obligation  to sponsor or maintain,  or had any  liability  (whether  actual or
contingent,  with  respect to any of its assets or  otherwise)  with respect to
any  Employee  Benefit  Plan  subject to Section 302 of ERISA or Section 412 of
the Code or Title IV of ERISA (including any Multiemployer Plan);

                  (iv)  each Company Plan and each Company Benefit  Arrangement
has been maintained in accordance  with its constituent  documents and with all
applicable  provisions of the Code, ERISA and other laws, including federal and
state securities laws;

<PAGE>

                  (v)   there are no pending  claims or lawsuits  by,  against,
or relating to any Employee Benefit Plans or Benefit  Arrangements that are not
Company  Plans or Company  Benefit  Arrangements  that  would,  if  successful,
result  in  liability  of the  Company  or any  Stockholder,  and no  claims or
lawsuits have been  asserted,  instituted  or, to the knowledge of the Company,
threatened  by,  against,  or relating to any Company  Plan or Company  Benefit
Arrangement,  against  the  assets  of any trust or other  funding  arrangement
under any such  Company  Plan,  by or against the Company  with  respect to any
Company  Plan  or  Company  Benefit  Arrangement,  or by or  against  the  plan
administrator  or  any  fiduciary  of  any  Company  Plan  or  Company  Benefit
Arrangement,  and the Company  does not have  knowledge  of any fact that could
form the basis for any such claim or  lawsuit.  The  Company  Plans and Company
Benefit  Arrangements  are not presently  under audit or  examination  (nor has
notice been  received  of a potential  audit or  examination)  by the IRS,  the
Department  of  Labor,  or any other  governmental  agency  or  entity,  and no
matters are  pending  with  respect to the Company  401(k) Plan under the IRS's
Voluntary  Compliance  Resolution  program,  its Closing Agreement Program,  or
other similar programs;

                  (vi)  no  Company   Plan  or  Company   Benefit   Arrangement
contains  any  provision  or is  subject  to any law that  would  prohibit  the
transactions  contemplated  by this  Agreement  or that  would give rise to any
vesting of benefits,  severance,  termination, or other payments or liabilities
as a result of the transactions contemplated by this Agreement;

                  (vii) with respect to each Company  Plan,  there has occurred
no non-exempt  "prohibited  transaction" (within the meaning of Section 4975 of
the Code) or  transaction  prohibited  by Section 406 of ERISA or breach of any
fiduciary  duty  described in Section 404 of ERISA that would,  if  successful,
result in any liability for the Company or any Stockholder,  officer, director,
or employee of the Company;

                  (viii) all reporting,  disclosure,  and notice requirements of
ERISA and the Code have been fully and completely satisfied with respect to each
Company Plan and each Company Benefit Arrangement;

                  (ix)  all  amendments  and  actions  required  to  bring  the
Company Benefit Plans into conformity with the applicable  provisions of ERISA,
the Code,  and  other  applicable  laws  have been made or taken  except to the
extent such  amendments  or actions  (A) are not  required by law to be made or
taken until after the Closing Date and (B) are disclosed on Schedule 3.25(c);

                  (x)   payment has been made of all  amounts  that the Company
is required to pay as  contributions  to the  Company  Benefit  Plans as of the
last day of the most recent  fiscal year of each of the plans ended  before the
date of this Agreement;  all benefits  accrued under any unfunded  Company Plan
or Company  Benefit  Arrangement  will have been paid,  accrued,  or  otherwise
adequately  reserved in accordance  with GAAP as of the Balance Sheet Date; and
all monies withheld from employee  paychecks with respect to Company Plans have
been transferred to the appropriate plan within 30 days of such withholding;

<PAGE>

                  (xi)  the Company has not  prepaid or  prefunded  any Welfare
Plan through a trust, reserve,  premium stabilization,  or similar account, nor
does it provide benefits through a voluntary employee  beneficiary  association
as defined in Section 501(c)(9);

                  (xii) no statement,  either written or oral, has been made by
the Company to any person with  regard to any Company  Plan or Company  Benefit
Arrangement  that  was not in  accordance  with  the  Company  Plan or  Company
Benefit Arrangement and that could have an adverse economic  consequence to the
Company;

                  (xiii)  the  Company  has  no   liability   (whether   actual,
contingent,  with respect to any of its assets or otherwise) with respect to any
Employee  Benefit  Plan or  Benefit  Arrangement  that is not a Company  Benefit
Arrangement or with respect to any Employee Benefit Plan sponsored or maintained
(or which has been or should have been  sponsored  or  maintained)  by any ERISA
Affiliate;

                  (xiv) all  group   health   plans  of  the  Company  and  its
affiliates have been operated in material  compliance with the  requirements of
Sections 4980B (and its  predecessor) and 5000 of the Code, and the Company has
provided,  or will have  provided  before  the  Closing  Date,  to  individuals
entitled  thereto all required  notices and coverage  pursuant to Section 4980B
with respect to any "qualifying  event" (as defined  therein)  occurring before
or on the Closing Date;

                  (xv)  no  employee  or  former  employee  of the  Company  or
beneficiary  of any such  employee  or  former  employee  is, by reason of such
employee's or former employee's  employment,  entitled to receive any benefits,
including,  without  limitation,  death or  medical  benefits  (whether  or not
insured) beyond  retirement or other  termination of employment as described in
Statement of Financial  Accounting  Standards No. 106,  other than (i) death or
retirement  benefits  under  a  Qualified  Plan,  (ii)  deferred   compensation
benefits  accrued  as  liabilities  on  the  Interim  Balance  Sheet  or  (iii)
continuation  coverage  mandated  under  Section  4980B  of the  Code or  other
applicable law.

            (d)   Schedule  3.25(d) hereto  contains the most recent  quarterly
listing  of   workers'   compensation   claims  and  a  schedule   of  workers'
compensation claims of the Company for the last three (3) fiscal years.

            (e)   Schedule  3.25(e)  hereto sets forth an accurate  list, as of
the date hereof,  of all  employees of the Company who earned more than $70,000
in 1998 and who may earn  more  than  $70,000  in 1999,  all  officers  and all
directors,  and lists all employment  agreements with such employees,  officers
and  directors  and  the  rate  of  compensation   (and  the  portions  thereof
attributable to salary,  bonus,  and other  compensation  respectively) of each
such person as of (a) the Balance Sheet Date and (b) the date hereof.

            (f)   The Company has not  declared or paid any bonus  compensation
in contemplation of the transactions contemplated by this Agreement.

<PAGE>

      3.26  Taxes.

            (a)   Except as set forth on Schedule 3.26(a):

                  (i)   The Company has timely  filed all Tax Returns due on or
before the  Closing  Date,  and all such Tax  Returns  are true,  correct,  and
complete in all respects.

                  (ii)  The  Company  has  paid in full on a timely  basis  all
Taxes owed and payable by it, whether or not shown on any Tax Return.

                  (iii) The amount of the Company's  liability for unpaid Taxes
as of the  Balance  Sheet  Date  did  not  exceed  the  amount  of the  current
liability  accruals for Taxes (excluding  reserves for deferred Taxes) shown on
the  Interim  Balance  Sheet,  and the amount of the  Company's  liability  for
unpaid  Taxes for all  periods  or  portions  thereof  ending on or before  the
Closing Date will not exceed the amount of the current  liability  accruals for
Taxes  (excluding  reserves for deferred  Taxes) as such accruals are reflected
on the books and records of the Company on the Closing Date.

                  (iv)  There are no  ongoing  examinations  or claims  against
the Company for Taxes,  and no notice of any audit,  examination,  or claim for
Taxes, whether pending or threatened, has been received.

                  (v)   The Company has a taxable  year ended on December 31 of
each year.

                  (vi)  The  Company  currently  utilizes  the cash  method  of
accounting  for income  Tax  purposes  and such  method of  accounting  has not
changed.

                  (vii) The  Company  has  withheld  and paid over to the proper
governmental authorities all Taxes required to have been withheld and paid over,
and complied with all information reporting and backup withholding requirements,
including  maintenance of required records with respect  thereto,  in connection
with amounts paid to any employee,  independent  contractor,  creditor, or other
third party.

                  (viii) Copies of (A) any Tax  examinations,  (B) extensions of
statutory  limitations for the collection or assessment of Taxes and (C) the Tax
Returns of the Company for the last fiscal year have been delivered to Buyer.

                  (ix)  There are (and as of immediately  following the Closing
there  will  be)  no  Liens  on  the  assets  of  the  Company  relating  to or
attributable to Taxes.

                  (x)   To the Company's  knowledge,  there is no basis for the
assertion of any claim relating or  attributable  to Taxes which,  if adversely
determined,  would result in any Lien on the assets of the Company or otherwise
have an adverse effect on the Company or its business.

<PAGE>

                  (xi)  None  of the  Company's  assets  are  treated  as  "tax
exempt use property" within the meaning of Section 168(h) of the Code.

                  (xii) There   are  no   contracts,   agreements,   plans   or
arrangements  covering  any  employee or former  employee of the Company  that,
individually or collectively,  could give rise to the payment of any amount (or
portion thereof) that would not be deductible  pursuant to Sections 280G or 404
of the Code.

                  (xiii)      The Company  has not filed any consent  agreement
under  Section  341(f) of the Code or agreed to have  Section  341(f)(2) of the
Code apply to any  disposition of a subsection (f) asset (as defined in Section
341(f)(4) of the Code) owned by the Company.

                  (xiv) The  Company  is not,  and has not been at any time,  a
party to a tax sharing,  tax  indemnity or tax  allocation  agreement,  and the
Company has not assumed the tax liability of any other person under contract.

                  (xv)  The  Company  is not,  and has not been at any time,  a
"United  States  real  property  holding  corporation"  within  the  meaning of
Section 897(c)(2) of the Code.

                  (xvi) The  Company's  tax basis in its assets for purposes of
determining its future amortization,  depreciation and other federal income tax
deductions is accurately reflected on the Company's tax books and records.

                  (xvii)  The  Company  has not been a member  of an  affiliated
group  filing a  consolidated  federal  income  Tax Return and does not have any
liability for the Taxes of another person under Treas. Reg. ss. 1.1502-6 (or any
similar provision of state, local or foreign law), as a transferee or successor,
by contract or otherwise.

            (b)   (i)   The  Company  has  since  its  incorporation  been an S
Corporation within the meaning of Section 1361 of the Code.

                  (ii)  The Company does not have a net  recognizable  built-in
gain within the meaning of Section 1374 of the Code.

            (c)   For purposes of this Agreement:

                  (i)   the term  "Tax" or  "Taxes"  shall  include  any tax or
similar  governmental  charge,  impost or levy  (including  without  limitation
income taxes,  franchise taxes, transfer taxes or fees, sales taxes, use taxes,
gross receipts taxes,  value added taxes,  employment  taxes,  excise taxes, ad
valorem taxes, property taxes,  withholding taxes, payroll taxes, minimum taxes
or  windfall  profit  taxes)  together  with  any  related  penalties,   fines,
additions  to tax or  interest  imposed  by the  United  States  or any  state,
county, local or foreign government or subdivision or agency thereof; and

                  (ii)  the term "Tax Return" shall mean any return  (including
any information return), report, statement,  schedule,  notice, form, estimate,
or  declaration  of estimated  tax relating to or required to be filed with any
governmental  authority  in  connection  with  the  determination,  assessment,
collection or payment of any Tax.

<PAGE>

      3.27  Conformity with Law; Litigation.

            (a)   Except as set forth on Schedule 3.27(a),  the Company has not
violated  any law or  regulation  or any order of any court or federal,  state,
municipal or other governmental department,  commission,  board, bureau, agency
or instrumentality having jurisdiction over it.

            (b)   No  Stockholder  has, at any time: (i) committed any criminal
act (except for minor traffic violations);  (ii) filed for personal bankruptcy;
or  (iii)  been  an  officer,   director,   manager,   trustee  or  controlling
shareholder of a company that filed for bankruptcy or Chapter 11 protection.

            (c)   Except  as  set  forth  on  Schedule  3.27(c),  there  are no
claims,  actions,  suits or  proceedings,  pending or, to the  knowledge of the
Company,  threatened  against or affecting the Company at law or in equity,  or
before or by any federal,  state,  municipal or other governmental  department,
commission,  board, bureau, agency or instrumentality  having jurisdiction over
it and no notice of any claim,  action, suit or proceeding,  whether pending or
threatened,  has been received.  There are no judgments,  orders,  injunctions,
decrees,  stipulations or awards (whether rendered by a court or administrative
agency or by arbitration)  against the Company or against any of its properties
or business.

      3.28  Relations with  Governments.  Except as set forth on Schedule 3.28,
prior to the  Closing  Date,  the  Company  has not made,  offered or agreed to
offer  anything  of  value to any  governmental  official,  political  party or
candidate for  government  office,  nor has it otherwise  taken any action that
would cause the Company to be in  violation  of the Foreign  Corrupt  Practices
Act of 1977, as amended, or any law of similar effect.

      3.29  Absence of Changes.  Since the Balance Sheet Date,  the Company has
conducted  its  business in the  ordinary  course and,  except as  contemplated
herein or as set forth on Schedule 3.29, there has not been:

            (a)   any change,  by itself or together with other  changes,  that
has  affected  adversely,  or is  likely  to affect  adversely,  the  business,
operations,  affairs,  prospects,  properties,  assets,  profits  or  condition
(financial or otherwise) of the Company;

            (b)   any damage,  destruction  or loss  (whether or not covered by
insurance) adversely affecting the properties or business of the Company;

            (c)   any change in the  authorized  capital  of the  Company or in
its  outstanding  securities  or any change in its  ownership  interests or any
grant of any options, warrants, calls, conversion rights or commitments;

            (d)   except  for   distributions   to  the   Stockholders  of  the
Distributed  Assets (any such  distributions a "Permitted  Distribution"),  any
declaration  or  payment  of any  dividend  or  distribution  in respect of the
capital  stock,  or any  direct  or  indirect  redemption,  purchase  or  other
acquisition of any of the capital stock of the Company;

            (e)   any increase in the  compensation,  bonus,  sales commissions
or fee  arrangements  payable or to become payable by the Company to any of its
officers,  directors,  Stockholders,  employees,  consultants or agents, except
for  ordinary  and  customary  bonuses and salary  increases  for  employees in
accordance with past practice,  nor has the Company entered into or amended any
Company  Benefit  Arrangement,  Company  Plan,  employment,  severance or other
agreement relating to compensation or fringe benefits;

            (f)   any work interruptions,  labor grievances or claims filed, or
any  similar  event  or  condition  of  any  character,   materially  adversely
affecting the business or future prospects of the Company;

            (g)   except for any Permitted Distribution,  any sale or transfer,
or any agreement to sell or transfer,  any material assets,  property or rights
of the Company to any person,  including  without  limitation the  Stockholders
and their affiliates;

            (h)   any  cancellation,  or agreement to cancel,  any indebtedness
or other  obligation  owing to the Company,  including  without  limitation any
indebtedness or obligation of the Stockholders and their  affiliates,  provided
that the Company  may  negotiate  and adjust  bills in the course of good faith
disputes with customers in a manner consistent with past practice;

            (i)   any plan,  agreement or arrangement granting any preferential
rights to purchase or acquire  any  interest in any of the assets,  property or
rights of the Company or  requiring  consent of any party to the  transfer  and
assignment of any such assets, property or rights;

            (j)   any  purchase  or  acquisition  of,  or  agreement,  plan  or
arrangement to purchase or acquire,  any property,  rights or assets outside of
the ordinary course of business of the Company;

            (k)   any waiver of any material rights or claims of the Company;

            (l)   any  breach,   amendment  or   termination  of  any  material
contract,  agreement,  license, permit or other right to which the Company is a
party;

            (m)   except for any Permitted  Distribution,  any  transaction  by
the Company outside the ordinary course of business;

            (n)   any capital  commitment by the Company,  either  individually
or in the aggregate, exceeding $10,000;

            (o)   any change in accounting methods or practices  (including any
change in  depreciation  or  amortization  policies or rates) by the Company or
the revaluation by the Company of any of its assets;

<PAGE>

            (p)   any creation or  assumption  by the Company of any  mortgage,
pledge,  security  interest or lien or other  encumbrance  on any asset  (other
than liens arising under existing lease  financing  arrangements  which are not
material and liens for Taxes not yet due and payable);

            (q)   any entry into, amendment of, relinquishment,  termination or
non- renewal by the Company of any contract,  lease transaction,  commitment or
other  right  or  obligation   requiring   payments  by  the  Company,   either
individually or in the aggregate, in excess of $10,000;

            (r)   any loan by the  Company to any  person or entity,  incurring
by the  Company  of  any  indebtedness,  guaranteeing  by  the  Company  of any
indebtedness,  issuance  or sale  of any  debt  securities  of the  Company  or
guaranteeing of any debt securities of others;

            (s)   the  commencement  or  notice  or,  to the  knowledge  of the
Company,  threat of  commencement,  of any lawsuit or  proceeding  against,  or
investigation of, the Company or any of its affairs; or

            (t)   negotiation  or  agreement  by the  Company or any officer or
employee  thereof to do any of the things  described in the  preceding  clauses
(a)  through (s) (other than  negotiations  with Buyer and its  representatives
regarding the transactions contemplated by this Agreement).

      3.30  Disclosure.    All   written    agreements,    lists,    schedules,
instruments, exhibits, documents,  certificates,  reports, statements and other
writings  furnished  to  Buyer  pursuant  hereto  or in  connection  with  this
Agreement or the  transactions  contemplated  hereby,  are and will be complete
and accurate in all material  respects.  No  representation  or warranty by the
Stockholders  or the Company  contained  in this  Agreement,  in the  Schedules
attached  hereto or in any  certificate  furnished  or to be  furnished  by the
Stockholders or the Company to Buyer 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  necessary in order to make any statement
contained herein or therein not misleading.

      3.31  Predecessor  Status;  Etc.  Schedule  3.31 sets  forth a listing of
all legal  names,  trade  names,  fictitious  names or other names  (including,
without  limitation,  any names of divisions or  operations) of the Company and
all of its  predecessor  companies  during  the  five-year  period  immediately
preceding the Closing,  including without  limitation the names of any entities
from whom the Company has acquired  material  assets.  During the five (5) year
period immediately  preceding the Closing,  the Company has operated only under
the names set forth on Schedule 3.31  in the jurisdiction or jurisdictions  set
forth on  Schedule  3.31 and has not been a  subsidiary  or division of another
corporation or a part of an acquisition which was later rescinded.

      3.32  Location of Chief Executive  Offices.  Schedule 3.32 sets forth the
location of the Company's chief executive offices.

<PAGE>

      3.33  Location of Equipment  and Work In Process.  Except as set forth in
Schedule  3.33,  all work in process and  equipment  held on the date hereof by
the  Company is located at one of the  locations  shown on Schedule  3.33.  For
purposes  of this  Agreement,  (a) the  term "work in  process"  shall mean all
goods in process and finished  goods (in all stages of  production  -- from raw
materials  through  work-in-process  to finished goods) owned by the Company as
of the date hereof, wherever located, together with all supplies,  incidentals,
packaging  materials  and any other  items  used or  usable  in  manufacturing,
processing,  packaging or shipping the same; and (b) the term "equipment" shall
mean any  "equipment" of any nature owned by the Company as of the date hereof,
and, in any event,  shall include,  but shall not be limited to, all machinery,
equipment,  furnishings,  fixtures and vehicles  owned by the Company as of the
date hereof,  wherever  located,  together  with all  attachments,  components,
parts, equipment and accessories installed thereon or affixed thereto.

      3.34  Year 2000  Compliance.  The  Company  shall be Year 2000  Compliant
and Ready (as defined  below) on or before June 30, 1999.  The cost, if any, to
be incurred in order to cause the  Company to become  Year 2000  Compliant  and
Ready  between  the date  hereof and June 30,  1999  shall not exceed  $25,000.
Furthermore,  to the  extent the  Company  may not be Year 2000  Compliant  and
Ready at any time prior to June 30, 1999,  the Company has no reason to believe
that such  status  will result in a material  adverse  affect on the  Company's
business,  operations,  affairs,  prospects,  properties,  assets, existing and
potential  liabilities,   obligations,   profits  or  condition  (financial  or
otherwise).  In  addition,  the  Company  has no  reason  to  believe  that its
respective  vendors,  suppliers  or  customers of the Company are not Year 2000
Compliant  and Ready  where the  failure  to be Year 2000  Compliant  and Ready
would have a material  adverse  affect on the  business,  operations,  affairs,
prospects,    properties,   assets,   existing   and   potential   liabilities,
obligations,  profits or condition  (financial  or  otherwise)  of the Company.
For purposes of this Agreement,  the term "Year 2000 Compliant and Ready," with
respect to any  person,  means  that the  hardware  and  software  systems  and
components  (including without limitation imbedded microchips) owned,  licensed
or used by such person in connection  with its business  operations  (excluding
systems of third parties such as telephones,  electricity  and elevators)  will
(without   any   additional   cost  or  the   need  for   human   intervention)
(i) accurately  process information  involving any and all dates before, during
and/or after January 1,  2000,  including  without  limitation  recognizing and
processing  input,   providing  output,   storing  information  and  performing
date-related  calculations,  all  without  creating  any  ambiguity  as to  the
century and without any other  error or  malfunction,  (ii) operate  accurately
without  material  interruption or malfunction on and in respect of any and all
dates before,  during and/or after January 1, 2000 and (iii) where  applicable,
respond to and process two digit year input  without  creating any ambiguity as
to the century.

      3.35  No   Other    Representations    or    Warranties.    Except    for
representations   and   warranties   contained   in  this   Agreement   and  in
certificates,  Schedules,  and other documents delivered by the Stockholders or
the Company in connection  herewith,  the Company and the Stockholders  make no
representations or warranties, express or implied, written or oral.

<PAGE>

4.    REPRESENTATIONS AND WARRANTIES OF BUYER

      To induce the Company and the  Stockholders  to enter into this Agreement
and consummate  the  transactions  contemplated  hereby,  Buyer  represents and
warrants to the Company and the Stockholders as follows:

      4.1   Due  Organization.  Buyer  is  a  limited  liability  company  duly
organized,  validly  existing and in good standing  under the laws of the State
of Delaware,  and is duly  authorized  and  qualified to do business  under all
applicable laws,  regulations,  ordinances and orders of public  authorities to
carry on its business in the places and in the manner as now conducted.

      4.2   Authorization;  Validity  of  Obligations.  The  representative  of
Buyer  executing this Agreement has all requisite  power and authority to enter
into and bind  Buyer to the terms of this  Agreement.  Buyer has the full legal
right,  power and authority to enter into this  Agreement and the  transactions
contemplated  hereby.  The  execution  and delivery of this  Agreement by Buyer
and the performance by Buyer of the transactions  contemplated  herein has been
duly and  validly  authorized  by the  Board  of  Managers  of  Buyer  and this
Agreement has been duly and validly  authorized by all necessary  action.  This
Agreement is a legal,  valid and binding  obligation  of Buyer  enforceable  in
accordance with its terms.

      4.3   No  Conflicts.  The  execution,  delivery and  performance  of this
Agreement,  the consummation of the transactions herein contemplated hereby and
the fulfillment of the terms hereof will not:

            (a)   conflict  with,  or result in a breach  or  violation  of the
Buyer's Operating Agreement;

            (b)   conflict with, or result in a default (or would  constitute a
default  but for a  requirement  of notice or lapse of time or both)  under any
document,  agreement or other  instrument to which Buyer is a party,  or result
in the creation or  imposition  of any lien,  charge or  encumbrance  on any of
Buyer's properties  pursuant to (i) any law or regulation to which Buyer or any
of its  property is  subject,  or (ii) any  judgment,  order or decree to which
Buyer is bound or any of its property is subject;

            (c)   result  in  termination  or any  impairment  of any  material
permit, license, franchise,  contractual right or other authorization of Buyer;
or

            (d)   violate any law, order, judgment,  rule,  regulation,  decree
or ordinance to which Buyer is subject,  or by which Buyer is bound (including,
without  limitation,  the HSR Act,  together  with all  rules  and  regulations
promulgated thereunder).

      4.4   Consideration.  The Buyer  presently  has,  and at all times  until
paid will have, the financial  resources  available to Buyer in order to enable
Buyer to pay to the Stockholders the Cash Purchase Price and the Earn-out.

<PAGE>

      4.5   No  Change.   Buyer  knows  of  no  reason  (financial,   legal  or
otherwise)  why it would be unable to make the payments  required to be paid by
Buyer to the Stockholders hereunder.

      4.6   Reliance  by  Buyer.  Buyer  is  relying  on  the  representations,
warranties and covenants of the Company and the Stockholders  contained in this
Agreement   and  in  all   certificates   delivered  by  the  Company  and  the
Stockholders  in connection with the Closing and, after  investigation,  is not
relying on any other representation, fact or circumstance.

      4.7   No   Other    Representations    or    Warranties.    Except    for
representations  and  warranties  contained in this  Agreement and in any other
documents  delivered by the Buyer in  connection  herewith,  the Buyer makes no
representations or warranties, express or implied, written or oral.

5.    COVENANTS

      5.1   Tax Matters.

            (a)   The  following  provisions  shall  govern the  allocation  of
responsibility  as between the Company,  on the one hand, and the Stockholders,
on the other, for certain tax matters following the Closing Date:

                  (i)   Stockholders  shall prepare or cause to be prepared and
file or cause to be filed,  within the time and in the manner  provided by law,
all Tax Returns of the Company for all periods  ending on or before the Closing
Date  that are due  after  the  Closing  Date.  Stockholders  shall  pay to the
Surviving  Corporation  on or  before  the due  date of such  Tax  Returns  (as
extended)  the  amount of all  Taxes  shown as due on such Tax  Returns  to the
extent that such Taxes are not reflected in the current liability  accruals for
Taxes (excluding  reserves for deferred Taxes) shown on the Company's books and
records as of the Closing  Date or as reflected  in the Closing  Balance  Sheet
and  the  cover  letter  accompanying  such  Closing  Balance  Sheet  from  the
Company's  independent  account.  Such Tax Returns  shall be prepared and filed
in  accordance  with  applicable  law  and in a  manner  consistent  with  past
practices and shall be subject to review and approval by Buyer (which  approval
shall not be  unreasonably  withheld).  To the extent  reasonably  requested by
the Stockholders or required by law, Buyer and the Surviving  Corporation shall
participate   in  the  filing  of  any  Tax  Returns  filed  pursuant  to  this
paragraph.  Notwithstanding  anything in the foregoing to the  contrary,  Buyer
expressly  acknowledges  that it is assuming  (and shall pay) the  Earn-out Tax
Liability.  In the event  that the  Earn-out  Tax  Liability  is  imposed  as a
result of Buyer's decision to make a Section  338(h)(10)  Election,  then Buyer
shall prepare and file the  appropriate  Tax  Return(s) or  amendments  thereto
with the State  and/or City of New York and shall pay any  amounts  owed to the
State and/or City of New York with respect to the Earn-out Tax Liability.

                  (ii)  Except as set forth in  Section 5.1(a)(v)  with respect
to income Tax  Returns  for the Company  for 1999,  the  Surviving  Corporation
shall  prepare  or cause to be  prepared  and file or cause to be filed any Tax
Returns for Tax  periods  ending on or after the  Closing  Date.  To the extent
the Buyer claims that  Stockholders  are responsible for any Taxes with respect
to such Tax periods,  the Tax Returns for such Tax periods  shall be subject to
the  review  and  approval  of  Stockholders   (which  approval  shall  not  be
unreasonably   withheld).   The   Stockholders   shall  pay  to  the  Surviving
Corporation  within  fifteen  (15) days after the date on which  Taxes are paid
with  respect  to such  periods  an amount  equal to the  portion of such Taxes
which relates to the portion of such taxable  period ending on the Closing Date
to the extent such Taxes are not  reflected in the current  liability  accruals
for Taxes (excluding  reserves for deferred Taxes) shown on the Company's books
and records as of the Closing  Date.  For  purposes of this Section 5.1, in the
case of any Taxes that are  imposed on a periodic  basis and are  payable for a
Taxable  period  that  includes  (but does not end on) the  Closing  Date,  the
portion of such Tax which relates to the portion of such Taxable  period ending
on the  Closing  Date shall (x) in the case of any Taxes other than Taxes based
upon or related to income or  receipts,  be deemed to be the amount of such Tax
for the entire Taxable  period  multiplied by a fraction the numerator of which
is the number of days in the Taxable  period ending on the Closing Date and the
denominator  of which is the number of days in the entire Taxable  period,  and
(y) in the case of any Tax based  upon or  related  to income  or  receipts  be
deemed  equal to the amount  which  would be payable  if the  relevant  Taxable
period  ended on the Closing  Date.  Any credits  relating to a Taxable  period
that begins  before and ends after the Closing Date shall be taken into account
as  though  the  relevant  Taxable  period  ended  on  the  Closing  Date.  All
determinations  necessary to give effect to the foregoing  allocations shall be
made in a manner consistent with prior practice of the Company.

<PAGE>

                  (iii) Buyer  and the  Surviving  Corporation  on one hand and
Stockholders  on the  other  hand  shall (A)  cooperate  fully,  as  reasonably
requested,  in  connection  with the  preparation  and  filing  of Tax  Returns
pursuant to this  Section  5.1 and any audit,  litigation  or other  proceeding
with  respect  to  Taxes;  (B)  make  available  to the  other,  as  reasonably
requested,  all  information,  records or documents with respect to Tax matters
pertinent  to the Company  for all periods  ending  prior to or  including  the
Closing Date; and (C) preserve  information,  records or documents  relating to
Tax matters  pertinent  to the Company  that are in their  possession  or under
their control until the expiration of any applicable  statute of limitations or
extensions thereof.

                  (iv)  The   Stockholders   shall  timely  pay  all  transfer,
documentary,  sales, use, stamp,  registration and other Taxes and fees arising
from or relating to the  transactions  contemplated  by this  Agreement  except
those imposed upon the Buyer by applicable law, and the Stockholders  shall, at
their own expense,  file all necessary Tax Returns and other documentation with
respect to all such transfer,  documentary,  sales,  use, stamp,  registration,
and  other  Taxes  and fees.  If  required  by  applicable  law,  Buyer and the
Surviving  Corporation  will join in the  execution of any such Tax Returns and
other documentation.

                  (v)   The  Stockholders  and  Buyer  agree  that the  Buyer's
purchase   of  the   capital   stock   of  the   Company   is   controlled   by
Section 1362(e)(6)(D) of  the Code  and  Treasury  Regulation  ss. 1362-3(b)(3)
wherein  the 1999  calendar  tax year of the  Company  will be  treated  as two
taxable years for income Tax purposes and items of income,  loss,  deduction or
credit shall be assigned to the two short taxable years in accordance  with the
Company's   normal   method   of   accounting    under   Treasury    Regulation
ss. 1.1362-3(b)(3) on a "per books" method. The  Stockholders and the Surviving
Corporation  shall file income Tax Returns for the 1999  calendar tax year in a
manner consistent with the foregoing.

<PAGE>

            (b)   The Company shall, prior to the Closing,  maintain its status
as an S  Corporation  for federal and state  income tax  purposes.  The Company
and the Stockholders  will not revoke the Company's  election to be taxed as an
S corporation  within the meaning of  Sections 1361  and 1362 of the Code.  The
Company  and the  Stockholders  will not take or allow  any  action to be taken
(other  than the sale of the  Stock  pursuant  to this  Agreement)  that  would
result in the  termination  of the  Company's  status as a validly  electing  S
corporation within the meaning of Sections 1361 and 1362 of the Code.

            (c)   The  parties   agree  as  follows  with  respect  to  Section
338(h)(10) of the Code:

                  (i)   At the Buyer's  option,  the Surviving  Corporation and
Stockholders   will  join  with  Buyer  in  making  a  timely   election  under
Section 338(h)(10)  of the Code (and any  corresponding  election  under state,
local,  and foreign tax law) with respect to the purchase and sale of the Stock
hereunder  (a "Section  338(h)(10)  Election").  Stockholders  will include any
income,  gain,  loss,   deduction,   or  other  tax  item  resulting  from  the
Section 338(h)(10)  Election  on their Tax Returns to the extent  permitted  by
applicable  law;  provided,  however,  that Buyer shall be responsible  for the
Earn-out  Tax  Liability  as set forth in Section  5.1(a)(i)  and  1.2(a)(iii).
Buyer and  Stockholders  shall cooperate fully with each other in the making of
such election.  In particular,  Buyer shall be responsible  for the preparation
and filing of all Tax  Returns  and forms (the  "Section 338  Forms")  required
under  applicable  tax law to be filed in  connection  with  making the Section
338 (h)(10)  Election.  Stockholders  shall  deliver  to Buyer,  within 90 days
prior to the date  the  Section  338  Forms  are  required  to be  filed,  such
documents  and  other  forms as  reasonably  requested  by  Buyer  to  properly
complete the Section 338 Forms.

                  (ii)  Buyer and  Stockholders  shall  allocate  the  Purchase
Price in the  manner  required  by  Section 338  of the  Code and the  Treasury
Regulations  promulgated   thereunder.   Such  allocation  shall  be  used  for
purposes  of  determining  the  modified  aggregate  deemed  sales  price under
Treasury  Regulations and in reporting the deemed sale of assets of the Company
in connection with the Section 338(h)(10) Election.

                  (iii) Buyer shall  initially  prepare a completed  set of IRS
Forms 8023 (and any comparable  forms  required to be filed under state,  local
or  foreign  tax law)  and any  additional  data or  materials  required  to be
attached to Forms 8023 pursuant to the Treasury  Regulations  promulgated under
Section 338  of the Code.  Buyer shall deliver said forms to  Stockholders  for
review  no later  than 45 days  prior to the date  the  Section 338  Forms  are
required  to be filed.  In the event the  Stockholders  object to the manner in
which  the   Section   338  Forms  have  been   prepared,   the   Stockholders'
Representative  shall notify Buyer within 10 days of receipt of the Section 338
Forms of such  objection,  and the parties  shall  endeavor  within the next 15
days in good  faith to  resolve  such  dispute.  If the  parties  are unable to
resolve such  dispute  within said 15 day period,  Buyer and the  Stockholders'
Representative  shall submit such dispute to an independent  accounting firm of
recognized  national standing (the "Allocation  Arbiter") selected by Buyer and
the  Stockholders'  Representative,   which  firm  shall  not  be  the  regular
accounting firm of Buyer or the Stockholders.  Promptly,  but not later than 15
days after its acceptance of  appointment  hereunder,  the  Allocation  Arbiter
will determine (based solely on  presentations  of Buyer and the  Stockholders'
Representative  and not by  independent  review) only those  matters in dispute
and will render a written  report as to the disputed  matters and the resulting
preparation  of the Section 338 Forms shall be conclusive  and binding upon the
parties.

<PAGE>

                  (iv)  No new elections with respect to Taxes,  or any changes
in current elections with respect to Taxes,  affecting the Company or Surviving
Corporation after the Section 338(h)(10)  Election shall be made after the date
of this  Agreement  without  the  prior  written  consent  of the Buyer and the
Stockholders' Representative.

            (d)   Buyer and  Stockholders  agree as follows with respect to the
allocation of income Tax liabilities:

                  (i)   Stockholders  shall  be  responsible  for  all  federal
income  Taxes  attributable  to the Company for the period prior to the Closing
Date  (including  all Taxes  resulting from the  Section 338(h)(10)  Election).
Buyer  shall be  responsible  for all  federal  income  Taxes of the  Surviving
Corporation  for the period after the Closing Date,  including  Taxes resulting
from a change in the accounting  method of the Surviving  Corporation after the
Closing Date.

                  (ii)  The Stockholders shall be liable for any state,  local,
or foreign Tax  attributable to an election under state,  local, or foreign law
similar to the election available under  Section 338(h)(10)  of the Code (other
than  the  Earn-out  Tax  Liability).  Further,  if a state,  local or  foreign
jurisdiction does not have provisions  similar to the election  available under
Section 338(h)(10)  of the  Code,  Stockholders  will  be  liable  for  any Tax
imposed on the Company or  Surviving  Corporation  by such state,  local and/or
foreign  jurisdiction  resulting  from the  transactions  contemplated  by this
Agreement (other than the Earn-out Tax Liability).  Finally,  Stockholders will
be liable for  nonfederal  income Taxes of the Company  ending on or before the
Closing  Date,  and the  Buyer and  Surviving  Corporation  will be liable  for
nonfederal  income Taxes of the Company for the period ending after the Closing
Date,  including Taxes resulting from a change in the accounting  method of the
Company after the Closing Date and any Earn-out Tax Liability.

      5.2   Accounts  Receivable.  In the event  that all  Accounts  Receivable
are not  collected in full (net of reserves  specified in Section  3.14) within
one hundred  twenty  (120) days after the Closing  then,  at the request of the
Surviving  Corporation  or Buyer,  the  Stockholders  shall pay (based on their
percentage  ownership of the Company immediately prior to the Closing Date) the
Surviving  Corporation  an  amount  equal  to the  Accounts  Receivable  not so
collected,  and upon receipt of such payment the  Surviving  Corporation  shall
assign to the  Stockholders  (or their  affiliate  J&W Ventures LLC) making the
payment all rights with respect to the uncollected  Accounts  Receivable giving
rise to the  payment  and shall  also  thereafter  promptly  remit  any  excess
collections  received by it with respect to such assigned Accounts  Receivable.
If and when the amount  subsequently  collected by Stockholders with respect to
the assigned  Accounts  Receivable  equals  (a) the  payment made therefor plus
(b) the  costs and  expenses  reasonably  incurred by the  Stockholders  in the
collection  of  such  assigned  Accounts  Receivable,  the  Stockholders  shall
reassign to the Surviving  Corporation all of such assigned Accounts Receivable
as have  not  been  collected  in  full  by the  Stockholders  and  shall  also
thereafter  promptly remit any excess  collections  received by them.  Upon the
written request of the Surviving  Corporation,  the Stockholders  shall provide
it  with a  status  report  concerning  the  collection  of  assigned  Accounts
Receivable.

<PAGE>

      5.3   Removal  of  Guaranties.  Within  one  hundred  eighty  days of the
Closing Date,  the  Stockholders  shall use  reasonable  efforts to cause to be
removed,  canceled or otherwise  extinguished the guaranty given by the Company
prior to  Closing  with  respect  to the Axis  Lease  (as  defined  below),  as
specifically  identified on  Schedule 5.3.  Upon the  expiration of the current
term and any renewal  terms of the Axis Global  Systems,  LLC ("Axis  Systems")
lease,  dated November 1, 1997, with respect to premises  located at 47-55 58th
Street,  Woodside,  New York ("Axis Lease"),  the Stockholders shall not permit
Axis Systems to enter into a new lease or  modification  of the  existing  Axis
Lease that would  continue the  guaranty of the  Surviving  Corporation  of any
obligations  under such new or modified  lease. In addition,  the  Stockholders
shall give written notice to the Buyer of any default  declared by the landlord
under  the Axis  Lease  within  two (2)  business  days of the day on which the
Stockholders   receive   notice  of  such  default  from  the   landlord.   The
Stockholders  shall  indemnify  and hold  Buyer and the  Surviving  Corporation
harmless  with  respect  to  the  Company's  guaranty  of  the  Axis  Lease  as
specifically set forth in Section 8.1(a)(iv).

      With respect to the Lease and Assignment of Lease,  pursuant to which the
Company  occupies  its  premises  at 250  Hudson  Street,  New  York,  New York
("Company  Lease"),  the Buyer and the  Surviving  Corporation  shall not enter
into a new lease or  modification of the existing lease that would continue the
guaranty  of the  Stockholders  of any  obligations  under such new or modified
lease.  Buyer shall  indemnify and hold  Stockholders  harmless with respect to
such guaranty as specifically set forth in Section 8.1(b)(iii).

      5.4   Employee  Benefit  Plans.  If  reasonably  requested by Buyer,  the
Company  shall  terminate  any  Company  Plan or  Company  Benefit  Arrangement
substantially contemporaneously with the Closing.

      5.5   Related Party Agreements.  The Company and/or the Stockholders,  as
the case may be,  shall  terminate  any Related  Party  Agreements  which Buyer
requests the Company or Stockholders to terminate prior to the Closing.

      5.6   Cooperation.

            (a)   The  Company,  Stockholders,  and Buyer shall each deliver or
cause to be  delivered  to the other on the  Closing  Date,  and at such  other
times and places as shall be  reasonably  agreed to,  such  instruments  as the
other may  reasonably  request for the purpose of carrying out this  Agreement.
In connection therewith,  if required, the president or chief financial officer
of the Company shall execute any documentation  reasonably  required by Buyer's
independent  public  accountants (in connection with such accountant's audit of
the Company) or the Nasdaq National Market.

<PAGE>

            (b)   The  Stockholders  and the Company  shall  cooperate  and use
their reasonable efforts to have the present officers,  directors and employees
of the  Company  cooperate  with  Buyer  on  and  after  the  Closing  Date  in
furnishing information,  evidence, testimony and other assistance in connection
with any filing obligations, actions, proceedings,  arrangements or disputes of
any nature  with  respect to matters  pertaining  to all  periods  prior to the
Closing Date.

            (c)   Each party hereto shall  cooperate in obtaining  all consents
and  approvals  required  under  this  Agreement  to  effect  the  transactions
contemplated hereby

            (d)   After the Closing Date,  the Buyer shall  cooperate  with the
Stockholders as reasonably  necessary to permit the Stockholders to collect the
Distributed  Assets and  Stockholders  shall be  entitled,  as employees of the
Company  after the  Closing  Date,  to take  action  and to spend a  reasonable
amount of time  collecting  the  Distributed  Assets.  The  Stockholders  shall
incur  all  costs  and  expenses  in  connection  with  the  collection  of the
Distributed  Assets.  After the  Closing  Date,  the  Buyer  shall  permit  the
Stockholders  and their  representatives  reasonable  access to such  books and
records of the Company as may be necessary  for the purpose of  confirming  and
reviewing  the  Closing  Balance  Sheet,  for  the  purpose  of  preparing  the
Company's  final Tax  Return  for the period up to and  including  the  Closing
Date, and for the purpose of reviewing or confirming any indemnification  claim
against Stockholders.

      5.7   Access to Information; Confidentiality; Public Disclosure.

            (a)   Between the date of this  Agreement and the Closing Date, the
Company  will afford to the officers and  authorized  representatives  of Buyer
access to (i) all of the sites,  properties,  books and  records of the Company
and (ii) such additional  financial and operating data and other information as
to the  business and  properties  of the Company as Buyer may from time to time
reasonably  request,  including  without  limitation,  access  upon  reasonable
request  to  the  Company's  employees,   customers,   vendors,  suppliers  and
creditors for due diligence  inquiry.  No information or knowledge  obtained in
any  investigation  pursuant to this  Section 5.7 shall  affect or be deemed to
modify any  representation  or  warranty  contained  in this  Agreement  or the
conditions to the  obligations  of the parties to consummate  the  transactions
contemplated herein.

            (b)   Unless and until there is a Closing,  Buyer,  the Company and
the Stockholders  shall be subject to the terms and conditions set forth in the
Confidentiality  Agreement dated November 18,  1998, as amended by letter dated
December 15,   1998,   between  Workflow  and  the  Company   ("Confidentiality
Agreement").   In  accordance  therewith,  the  terms  and  conditions  of  the
Confidentiality  Agreement are incorporated by reference herein and made a part
hereof.

      5.8   Conduct  of  Business  Pending  Closing.  Except  as set  forth  on
Schedule 5.8,  between the Net Worth  Calculation  Date and the Effective Time,
the Company will (except as requested or agreed by Buyer):

<PAGE>

            (a)   carry on its business in substantially  the same manner as it
has  heretofore  and not  introduce  any  material  new  method of  management,
operation or accounting;

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

            (c)   perform all of its obligations  under agreements  relating to
or affecting its respective assets, properties or rights;

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

            (e)   use all  commercially  reasonable  efforts  to  maintain  and
preserve its business  organization intact, retain its present officers and key
employees and maintain its relationships  with suppliers,  vendors,  customers,
creditors and others having business relations with it;

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

            (g)   maintain  present  debt and lease  instruments  and not enter
into new or amended debt or lease instruments; and

            (h)   maintain  present  salaries  and  commission  levels  for all
officers,  directors,   employees,  agents,   representatives  and  independent
contractors,  except for ordinary and  customary  bonuses and salary  increases
for employees  (other than employees who are also  Stockholders)  in accordance
with past practice.

      5.9   Prohibited  Activities.  Except  as  set  forth  on  Schedule  5.9,
between the Net Worth  Calculation  Date and the  Effective  Time,  the Company
will not, without the prior written consent of Buyer:

            (a)   make any change in its Articles of  Incorporation  or Bylaws,
or authorize or propose the same;

            (b)   issue,  deliver or sell,  authorize or propose the  issuance,
delivery  or sale  of any  securities,  options,  warrants,  calls,  conversion
rights or  commitments  relating to its securities of any kind, or authorize or
propose  any change in its equity  capitalization,  or issue or  authorize  the
issuance of any debt securities;

            (c)   except  for any  Permitted  Distribution,  declare or pay any
dividend,  or make any  distribution  (whether in cash,  stock or  property) in
respect of its stock whether now or hereafter  outstanding,  or split,  combine
or  reclassify  any of its capital  stock or issue or authorize the issuance of
any other  securities in respect of, in lieu of or in  substitution  for shares
of its capital stock,  or purchase,  redeem or otherwise  acquire or retire for
value any shares of its stock;

<PAGE>

            (d)   enter into any  contract or  commitment  or incur or agree to
incur  any  liability  or make  any  capital  expenditures,  or  guarantee  any
indebtedness,  except in the ordinary  course of business and  consistent  with
past practice in an amount  individually  in excess of $10,000 or  collectively
in excess of $50,000, including contracts to provide services to customers;

            (e)   increase  the  compensation  payable or to become  payable to
any  officer,  director,   Stockholder,   employee,  agent,  representative  or
independent  contractor;  make any bonus or management  fee payment to any such
person; make any loans or advances;  adopt or amend any Company Plan or Company
Benefit Arrangement; or grant any severance or termination pay;

            (f)   create  or  assume  any  mortgage,  pledge  or other  lien or
encumbrance  upon any  assets or  properties  whether  now  owned or  hereafter
acquired;

            (g)   except for any Permitted  Distribution,  sell, assign, lease,
pledge or otherwise  transfer or dispose of any property or equipment except in
the ordinary course of business consistent with past practice;

            (h)   acquire  or  negotiate  for the  acquisition  of (by  merger,
consolidation,  purchase of a substantial  portion of assets or otherwise)  any
business or the start-up of any new business,  or otherwise acquire or agree to
acquire any assets that are material,  individually or in the aggregate, to the
Company;

            (i)   merge or consolidate  or agree to merge or  consolidate  with
or into any other corporation;

            (j)   waive any material rights or claims of the Company,  provided
that the Company  may  negotiate  and adjust  bills in the course of good faith
disputes with customers in a manner consistent with past practice;

            (k)   commit  a  breach  of or  amend  or  terminate  any  material
agreement, permit, license or other right;

            (l)   enter into any other  transaction  (i) that is not negotiated
at arm's  length  with a third  party not  affiliated  with the  Company or any
officer,  director  or  Stockholder  of the  Company  or  (ii)  except  for any
Permitted  Distribution,  outside the  ordinary  course of business  consistent
with past practice or (iii) prohibited hereunder;

            (m)   commence  a lawsuit  other  than for  routine  collection  of
bills;

            (n)   revalue  any of its  assets,  including  without  limitation,
writing  down  the  value  of  inventory  or  writing  off  notes  or  accounts
receivable  other than in the ordinary course of business  consistent with past
practice;

<PAGE>

            (o)   make any tax election  other than in the  ordinary  course of
business and consistent with past practice,  change any tax election, adopt any
tax  accounting  method  other  than in the  ordinary  course of  business  and
consistent with past practice,  change any tax accounting method,  file any Tax
Return (other than any estimated tax returns,  payroll tax returns or sales tax
returns) or any  amendment to a Tax Return,  enter into any closing  agreement,
settle any tax claim or assessment,  or consent to any tax claim or assessment,
without the prior written consent of Buyer; or

            (p)   take, or agree (in writing or otherwise) to take,  any of the
actions  described in Sections  5.9(a)  through (o) above,  or any action which
would make any of the  representations  and  warranties  of the Company and the
Stockholders  contained  in  this  Agreement  untrue  or  result  in any of the
conditions set forth in Articles 6 and 7 not being satisfied.

      5.10  Exclusivity.  None of the Stockholders,  the Company, or any agent,
officer,  director  or any  representative  of the  Company or any  Stockholder
will,  during the period  commencing  on the date of this  Agreement and ending
with the earlier to occur of the Closing or the  termination  of this Agreement
in accordance with its terms,  directly or indirectly:  (a) solicit,  encourage
or  initiate  the  submission  of  proposals  or offers  from any  person  for,
(b) engage in any discussions  pertaining to, or (c) furnish any information to
any person other than Buyer relating to, any  acquisition or purchase of all or
a material  amount of the assets of, or any equity  interest in, the Company or
a merger,  consolidation  or business  combination of the Company.  In addition
to the foregoing,  if the Company or any  Stockholder  receives any unsolicited
offer  or  proposal,  or has  actual  knowledge  of any  unsolicited  offer  or
proposal,  relating to any of the above, the Company or such Stockholder  shall
immediately  notify Buyer  thereof,  including the identity of the party making
such offer or proposal and the specific terms of such offer or proposal.

      5.11  Notification  of  Certain  Matters.  Each party  hereto  shall give
prompt   notice  to  the  other  parties   hereto  of  (a) the   occurrence  or
non-occurrence  of any event the occurrence or non-occurrence of which would be
likely to cause any  representation  or warranty of it  contained  herein to be
untrue or  inaccurate  in any  material  respect at or prior to the Closing and
(b) any  material failure of such party to comply with or satisfy any covenant,
condition  or  agreement  to be  complied  with  or  satisfied  by  such  party
hereunder.  The  delivery  of any notice  pursuant to this  Section  5.11 shall
not,  without the express written consent of the other parties be deemed to (x)
modify the  representations  or  warranties  hereunder of the party  delivering
such notice,  (y) modify the  conditions  set forth in Articles 6 and 7, or (z)
limit or  otherwise  affect  the  remedies  available  hereunder  to the  party
receiving such notice.

      5.12  Notice  to  Bargaining  Agents.  Prior  to the  Closing  Date,  the
Company  shall  satisfy  any  requirement   for  notice  of  the   transactions
contemplated  by  this  Agreement  under   applicable   collective   bargaining
agreements,  if requested by Buyer, and shall provide Buyer with proof that any
required notice has been sent.

      5.13  Post-Closing  Balance  Sheet.  Within  fifteen (15)  business  days
after  Closing,  the  Stockholders'  Representative  shall  deliver  to Buyer a
balance  sheet of the Company as of the  Closing  Date  prepared in  accordance
with GAAP  ("Post-Closing  Balance  Sheet").  Buyer  shall  cooperate  with the
Stockholders'  Representative  in  connection  with  the  preparation  of  such
Post-Closing Balance Sheet.

<PAGE>

      5.14  Pay-off of Company  Debt.  The  Company  has paid off or  otherwise
satisfied  (or will do so prior to Closing) all  liabilities  of the Company to
the extent  necessary  to cause the  representation  and  warranty set forth in
Section 3.9(d)  of this  Agreement to be true in all respects as of the Closing
Date.

6.    CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER

      The obligation of Buyer to effect the  transactions  contemplated by this
Agreement is subject to the  satisfaction  or waiver,  at or before the Closing
Date, of the following conditions and deliveries:

      6.1   Representations  and Warranties;  Performance of  Obligations.  All
of the  representations  and  warranties  of the  Stockholders  and the Company
contained in this  Agreement  shall be true,  correct and complete on and as of
the  Closing  Date  with the same  effect as though  such  representations  and
warranties had been made on and as of such date;  all of the terms,  covenants,
agreements and  conditions of this Agreement to be complied with,  performed or
satisfied  by the Company and the  Stockholders  on or before the Closing  Date
shall have been duly complied with,  performed or satisfied;  and a certificate
to the  foregoing  effects  dated the Closing  Date and signed on behalf of the
Company and by each of the Stockholders shall have been delivered to Buyer.

      6.2   No  Litigation.  No temporary  restraining  order,  preliminary  or
permanent   injunction  or  other  order  issued  by  any  court  of  competent
jurisdiction  or other legal or regulatory  restraint or provision  challenging
Buyer's  proposed  acquisition  of the  Company,  or  limiting  or  restricting
Buyer's  conduct  or  operation  of the  business  of the  Company  (or its own
business)  following the  transactions  contemplated by this Agreement shall be
in effect,  nor shall any  proceeding  brought by an  administrative  agency or
commission  or other  governmental  authority or  instrumentality,  domestic or
foreign,  seeking any of the  foregoing  be pending.  There shall be no action,
suit, claim or proceeding of any nature pending or threatened  against Buyer or
the  Company,   their  respective  properties  or  any  of  their  officers  or
directors,  that could  materially and adversely  affect the business,  assets,
liabilities,  financial  condition,  results of  operations or prospects of the
Company.  A  certificate  to the  foregoing  effects dated the Closing Date and
signed on behalf of the Company and the Stockholders  shall have been delivered
to Buyer.

      6.3   No  Material  Adverse  Change.  There  shall have been no  material
adverse changes in the business,  operations,  affairs, prospects,  properties,
assets, existing and potential liabilities,  obligations,  profits or condition
(financial or otherwise)  of the Company,  taken as a whole,  since the Balance
Sheet Date;  and Buyer shall have received a certificate  signed by the Company
and each Stockholder dated the Closing Date to such effect.

<PAGE>

      6.4   Consents  and  Approvals.  All  necessary  consents of, and filings
with,  any  governmental  authority or agency or third  party,  relating to the
consummation  by  the  Company  and  the   Stockholders  of  the   transactions
contemplated  hereby,  shall have been  obtained and made.  Any waiting  period
applicable  to  the  consummation  of the  transactions  contemplated  by  this
Agreement  under the HSR Act shall  have  expired  or been  terminated,  and no
action by the Department of Justice or Federal Trade Commission  challenging or
seeking to enjoin the  consummation  of the  transactions  contemplated  hereby
shall be pending.

      6.5   Opinion of  Counsel.  Buyer  shall have  received  an opinion  from
counsel to the Company and the Stockholders,  dated the Closing Date, in a form
reasonably satisfactory to Buyer.

      6.6   Charter  Documents.  Buyer  shall have  received  (a) a copy of the
Articles of Incorporation of the Company certified by an appropriate  authority
in the state of its  incorporation  and (b) a copy of the Bylaws of the Company
certified by the Secretary of the Company,  and such documents shall be in form
and substance reasonably acceptable to Buyer.

      6.7   Intentionally Omitted.

      6.8   Intentionally Omitted.

      6.9   Delivery  of  Closing  Financial  Certificate.   Buyer  shall  have
received a certificate (the "Closing Financial  Certificate"),  dated as of the
Closing Date,  signed on behalf of the Company and by each of the Stockholders,
setting forth:

            (a)   the net  worth of the  Company  as of the  Closing  Date (the
"Certified Closing Net Worth");

            (b)   the  sales  of  the   Company  for  the  fiscal  year  ending
December 31, 1997;

            (c)   the sum of the  Company's  total  outstanding  long  term and
short term  indebtedness  to  (i) banks,  (ii) the  Stockholders  and (iii) all
other financial  institutions and creditors (in each case including the current
portion of such  indebtedness,  but excluding trade payables and other accounts
payable  incurred in the ordinary course of the Company's  business  consistent
with past practice) as of the Closing Date shall be $-0-.

The  parties  acknowledge  and  agree  that for  purposes  of  determining  the
Certified  Closing  Net  Worth,  the  Company  shall  not take  account  of any
increase  in  intangible  assets  (including   without   limitation   goodwill,
franchises and intellectual property) accounted for after December 31, 1997.

      6.10  Intentionally Omitted.

      6.11  Stockholder   Employment/Consulting   Agreements.   Each   of   the
Stockholders  shall have entered into an employment  agreement with the Company
in  the  forms  attached   hereto  as  Exhibits A-1   and  A-2   (individually,
"Employment   Agreement"  and  collectively,   "Employment   Agreements").   In
addition,  the  Company  shall  have  entered  into an  independent  contractor
agreement with an entity  controlled by the  Stockholders  in the form attached
hereto as Exhibit B-1 ("Contractor Agreement").

<PAGE>

      6.12  Salesman   Employment/Consulting   Agreements   Each  of   (i) Chet
Woods,  (ii) Ricki Noto, (iii) David Manne, (iv) Lise Rapp and (v) Andrew Rich,
or  entities  controlled  by  them,  shall  have  entered  into  an  employment
agreement  or  independent  contractor  agreement  with the  Company  in a form
reasonably satisfactory to Buyer.

7.    CONDITIONS PRECEDENT TO OBLIGATIONS OF THE STOCKHOLDERS  AND THE COMPANY

      The  obligation  of the  Stockholders  and  the  Company  to  effect  the
transactions  contemplated by this Agreement are subject to the satisfaction or
waiver,  at or  before  the  Closing  Date,  of the  following  conditions  and
deliveries:

      7.1   Representations  and Warranties;  Performance of  Obligations.  All
of the  representations  and  warranties of Buyer  contained in this  Agreement
shall be true,  correct and  complete  on and as of the  Closing  Date with the
same effect as though such  representations  and warranties had been made as of
such date;  all of the terms,  covenants,  agreements  and  conditions  of this
Agreement  to be complied  with,  performed  or satisfied by Buyer on or before
the Closing Date shall have been duly  complied  with,  performed or satisfied;
and a certificate  to the  foregoing  effects dated the Closing Date and signed
by the  President or any Vice  President of Buyer shall have been  delivered to
the Company and the Stockholders.

      7.2   No  Litigation.  No temporary  restraining  order,  preliminary  or
permanent   injunction  or  other  order  issued  by  any  court  of  competent
jurisdiction  or other legal or regulatory  restraint or provision  challenging
Buyer's  proposed  acquisition  of the  Company,  or  limiting  or  restricting
Buyer's  conduct  or  operation  of the  business  of the  Company  (or its own
business)  following the  transactions  contemplated by this Agreement shall be
in effect,  nor shall any  proceeding  brought by an  administrative  agency or
commission  or other  governmental  authority or  instrumentality,  domestic or
foreign,  seeking any of the  foregoing be pending;  and a  certificate  to the
foregoing  effects  dated the Closing  Date and signed by the  President or any
Vice  President  of Buyer  shall have been  delivered  to the  Company  and the
Stockholders.

      7.3   Consents  and  Approvals.  All  necessary  consents of, and filings
with,  any  governmental  authority  or agency or third  party  relating to the
consummation by Buyer of the transactions  contemplated herein, shall have been
obtained and made. Any waiting  period  applicable to the  consummation  of the
transactions  contemplated  by this  Agreement  under  the HSR Act  shall  have
expired  or been  terminated,  and no action by the  Department  of  Justice or
Federal Trade  Commission  challenging or seeking to enjoin the consummation of
the transactions contemplated hereby shall be pending.

      7.4   Stockholder  Employment  and  Consulting  Agreements.  Each  of the
Stockholders  shall  have  entered  into  an  Employment   Agreement  with  the
Company.  In  addition,  the Company  shall have  entered  into the  Contractor
Agreement with an entity controlled by the Stockholders.

<PAGE>

8.    INDEMNIFICATION

      8.1   General Indemnification.  Each Stockholder,  jointly and severally,
covenants and agrees to  indemnify,  defend,  protect and hold harmless  Buyer,
Workflow  and  the  Surviving   Corporation  and  their  respective   officers,
directors,   employees,   stockholders,   assigns,  successors  and  affiliates
(individually,   an   "Indemnified   Party"  and   collectively,   "Indemnified
Parties") from, against and in respect of:

            (a)   all liabilities,  losses, claims, damages,  punitive damages,
causes of action,  lawsuits,  administrative  proceedings  (including  informal
proceedings),   investigations,   audits,  demands,  assessments,  adjustments,
judgments,  settlement  payments,  deficiencies,   penalties,  fines,  interest
(including  interest  from the date of such  damages)  and costs  and  expenses
(including without limitation  reasonable  attorneys' fees and disbursements of
every  kind,  nature  and  description)  (collectively,   "Damages")  suffered,
sustained,  incurred or paid by the  Indemnified  Parties in  connection  with,
resulting from or arising out of, directly or indirectly:

                  (i)   any breach of any  representation  or  warranty  of the
Stockholders  or the Company  set forth in this  Agreement  or any  Schedule or
certificate,  delivered  by or on behalf of any  Stockholder  or the Company in
connection herewith; or

                  (ii)  any  nonfulfillment of any covenant or agreement by the
Stockholders or, prior to the Closing Date, the Company,  under this Agreement;
or

                  (iii) the  business,  operations  or  assets  of the  Company
prior  to the  Closing  Date  or the  actions  or  omissions  of the  Company's
directors,  officers,  stockholders,  employees  or agents prior to the Closing
Date,  other than  Damages  arising  from  matters  expressly  disclosed in the
Company  Financial  Statements,   this  Agreement  or  the  Schedules  to  this
Agreement or reserved for in the Company Financial Statements; or

                  (iv)  (A) the    matters    disclosed   on   Schedules   3.23
(environmental  matters), 3.25 (employee benefit plans), 3.26 (taxes), and 3.27
(conformity  with law;  litigation),  (B) the  failure of the Company (prior to
the  Closing  Date)  to pay  income,  sales or use  taxes  in the  State of New
Jersey,  (C) the  failure of the Company (prior to the Closing Date) to file an
election to be taxed as an S  corporation  for New Jersey  state Tax  purposes,
(D) the  failure of the Company  (prior to the  Closing  Date) to pay sales and
use taxes in New York,  (E) any  breach or default by the Company (prior to the
Closing  Date) under the Company  Lease,  or (F) any  actions taken against the
Surviving Corporation pursuant to the Company's guaranty of the Axis Lease; or

                  (v)   any and all Damages  incident  to any of the  foregoing
or to the enforcement of this Section 8.1(a).

<PAGE>

            (b)   Buyer and the  Surviving  Corporation  covenant  and agree to
indemnify defend,  protect and hold harmless the Stockholders from, against and
in  respect  of  all  Damages   suffered,   sustained,   incurred  or  paid  by
Stockholders in connection with,  resulting from or arising out of, directly or
indirectly:

                  (i)   any breach of any  representation  or warranty of Buyer
set forth in this Agreement or any Schedule or certificate,  delivered by or on
behalf of Buyer in connection herewith; or

                  (ii)  any  nonfulfillment  of any  covenant or  agreement  by
Buyer under this Agreement; or

                  (iii) any  actions   taken  by  the   landlord   against  the
Stockholders  as  guarantors  of the  Company  Lease with  respect to any event
occurring after the Closing Date; or

                  (iv)  any and all Damages  incident  to any of the  foregoing
or to the enforcement of this Section 8.1(b).

      8.2   Limitation and Expiration.  Notwithstanding the above:

            (a)   there  shall  be  no  liability  for  indemnification   under
Section 8.1(a) unless,  and solely to the extent that, the aggregate  amount of
Damages exceeds $75,000 (the "Indemnification  Threshold");  provided, however,
that the  Indemnification  Threshold  shall not apply to (i) adjustments to the
Cash Purchase Price as set forth in Sections 1.2 and 1.3;  (ii) Damages arising
out of any  breaches of the  covenants  of the  Stockholders  set forth in this
Agreement  or  representations  and  warranties  made in Sections  3.4 (capital
stock of the Company),  3.5 (transactions in capital stock),  3.19 (significant
customers;  material contracts and commitments),  3.23 (environmental matters),
3.25  (employee  benefit  plans),  3.26  (taxes),  3.27  (conformity  with law;
litigation), or (iii) Damages described in Section 8.1(a)(iv);

            (b)   the aggregate  amount of the  Stockholders'  liability  under
this Article 8 shall not exceed the Purchase  Price;  provided,  however,  that
the  Stockholders'  liability  for Damages  arising out of any  breaches of the
representations made in Sections 3.23 (environmental  matters),  3.25 (employee
benefit  plans) or 3.26 (taxes) or Damages  described in Section  8.1(a)(ii) or
(iv)  (except  for  Section  3.27  (conformity  with law;  litigation)  in said
Section  8.1(a)(iv))  shall not be  subject  to such  limitation  and shall not
count  toward the  limitation  described  in the first  clause of this  Section
8.2(b);

            (c)   the  indemnification  obligations  under  this  Article 8, or
under any  certificate  or writing  furnished  in  connection  herewith,  shall
terminate  at the date that is the later of clause  (i) or (ii) of this Section
8.2(c):

                  (i)   (1)   except  as to  representations,  warranties,  and
covenants  specified in clause (i)(2) or (3) of this Section 8.2(c),  the third
anniversary of the Closing Date, or

<PAGE>

                        (2)   with respect to  representations  and  warranties

contained in Sections 3.23  (environmental  matters),  3.25  (employee  benefit
plans), 3.26 (taxes),  and the indemnification set forth in Section 8.1(a)(ii),
(iii) or (iv),  on the date that is six (6) months after the  expiration of six
(6) years after the Closing Date; or

                        (3)   with respect to  indemnification  obligations  of

the Buyer and the Surviving  Corporation  under Sections  8.1(b)(ii) and (iii),
on the date that is six (6) months after the  expiration of six (6) years after
the Closing Date.

                  (ii)  the final  resolution  of claims or demands  pending as
of the relevant  dates  described  in clause (i) of this  Section  8.2(c) (such
claims referred to as "Pending Claims").

      8.3   Indemnification    Procedures    All   claims   or   demands    for
indemnification  under this Article 8 ("Claims") shall be asserted and resolved
as follows:

            (a)   In the  event  that  any  Indemnified  Party  (such  term  to
include the  Stockholders  for  purposes of this  Section 8.3 to the extent the
Stockholders are entitled to indemnification  pursuant to Section 8.1(b)) has a
Claim  against  any party  obligated  to provide  indemnification  pursuant  to
Section 8.1 hereof (the  "Indemnifying  Party")  which does not involve a Claim
being  asserted  against  or  sought  to be  collected  by a third  party,  the
Indemnified  Party shall with  reasonable  promptness  notify the  Indemnifying
Party of such Claim,  specifying the nature of such Claim and the amount or the
estimated amount thereof to the extent then feasible (the "Claim  Notice").  If
the Indemnifying  Party does not notify the Indemnified Party within forty-five
(45) days after the date of delivery of the Claim Notice that the  Indemnifying
Party  disputes  such  Claim,  with a detailed  statement  of the basis of such
position,  the amount of such Claim shall be conclusively deemed a liability of
the Indemnifying  Party  hereunder.  In case an objection is made in writing in
accordance with this Section 8.3(a),  the Indemnified  Party shall respond in a
written  statement to the objection within  forty-five (45) days and, for sixty
(60) days  thereafter,  attempt  in good  faith to agree upon the rights of the
respective  parties with  respect to each of such Claims  (and,  if the parties
should so agree, a memorandum  setting forth such  agreement  shall be prepared
and signed by both parties).

            (b)   (i)   In the event that any Claim for which the  Indemnifying
Party would be liable to an Indemnified  Party hereunder is asserted against an
Indemnified  Party by a third party (a "Third Party  Claim"),  the  Indemnified
Party  shall   deliver  a  Claim  Notice  to  the   Indemnifying   Party.   The
Indemnifying  Party shall have  forty-five  (45) days from the date of delivery
of  the  Claim  Notice  to  notify  the  Indemnified   Party  (A)  whether  the
Indemnifying  Party disputes  liability to the Indemnified Party hereunder with
respect to the Third  Party  Claim,  and,  if so, the basis for such a dispute,
and  (B) if  such  party  does  not  dispute  liability,  whether  or  not  the
Indemnifying  Party desires,  at the sole cost and expense of the  Indemnifying
Party,  to defend against the Third Party Claim,  provided that the Indemnified
Party is hereby  authorized  (but not obligated) to file any motion,  answer or
other pleading and to take any other action which the  Indemnified  Party shall
deem necessary or appropriate to protect the Indemnified Party's interests.

<PAGE>

                  (ii)  In  the  event  that  the  Indemnifying   Party  timely
notifies the  Indemnified  Party that the  Indemnifying  Party does not dispute
the  Indemnifying  Party's  obligation  to indemnify  with respect to the Third
Party Claim, the Indemnifying  Party shall defend the Indemnified Party against
such Third Party Claim by appropriate  proceedings,  provided that,  unless the
Indemnified Party otherwise agrees in writing,  the Indemnifying  Party may not
settle any Third Party Claim (in whole or in part) if such  settlement does not
include a complete and unconditional  release of the Indemnified  Party. If the
Indemnified Party desires to participate in, but not control,  any such defense
or  settlement  the  Indemnified  Party may do so at its sole cost and expense.
If the Indemnifying  Party elects not to defend the Indemnified Party against a
Third  Party  Claim,  whether by failure of such party to give the  Indemnified
Party  timely  notice as provided  herein or  otherwise,  then the  Indemnified
Party,  without  waiving any rights  against  such party,  may settle or defend
against such Third Party Claim in the  Indemnified  Party's sole discretion and
the Indemnified Party shall be entitled to recover from the Indemnifying  Party
the  amount of any  settlement  or  judgment  and,  on an  ongoing  basis,  all
indemnifiable  costs  and  expenses  of  the  Indemnified  Party  with  respect
thereto,  including  interest  from the  date  such  costs  and  expenses  were
incurred.

                  (iii) If at  any  time,  in  the  reasonable  opinion  of the
Indemnified  Party,   notice  of  which  shall  be  given  in  writing  to  the
Indemnifying  Party,  any Third Party Claim seeks material  prospective  relief
which could have an adverse  effect on any  Indemnified  Party or the Surviving
Corporation or any subsidiary,  the  Indemnified  Party shall have the right to
control  or assume (as the case may be) the  defense  of any such  Third  Party
Claim and the amount of any judgment or  settlement  and the  reasonable  costs
and  expenses  of  defense  shall be  included  as part of the  indemnification
obligations of the  Indemnifying  Party  hereunder.  If the  Indemnified  Party
elects to exercise such right, the  Indemnifying  Party shall have the right to
participate  in, but not control,  the defense of such Third Party Claim at the
sole cost and expense of the Indemnifying Party.

            (c)   Nothing  herein  shall be deemed to prevent  the  Indemnified
Party  from  making  a  Claim,  and an  Indemnified  Party  may  make  a  Claim
hereunder,  for potential or contingent  Damages provided the Claim Notice sets
forth the specific basis for any such  potential or contingent  claim or demand
to the extent then feasible and the  Indemnified  Party has reasonable  grounds
to believe that such Claim may be made.

            (d)   Subject to the  provisions  of Section 8.2,  the  Indemnified
Party's  failure to give  reasonably  prompt notice as required by this Section
8.3 of any actual,  threatened or possible  claim or demand which may give rise
to a right of  indemnification  hereunder  shall not relieve  the  Indemnifying
Party  of  any  liability  which  the  Indemnifying   Party  may  have  to  the
Indemnified  Party  unless  the  failure  to give such  notice  materially  and
adversely prejudiced the Indemnifying Party.

            (e)   The  amount  of  any  claim  by  an  Indemnified   Party  for
indemnification  pursuant  to  this  Article  VIII  shall  be  computed  net of
insurance  proceeds  and tax  benefits  received by such  Indemnified  Party on
account of such claim,  provided that no  Indemnified  Party shall be obligated
to  continue  pursuing  any  payment  pursuant  to the  terms of any  insurance
policy.  Damages does not include any consequential  damages or charges for any
management time of the Indemnified Party.

<PAGE>

            (f)   If the Stockholders  are required to make an  indemnification
payment to the Buyer under this Article 8, such  payment  shall be deemed to be
the repayment from the  Stockholders  to the Buyer of the Purchase Price in the
order actually  received by the  Stockholders.  In such event, the Stockholders
shall also repay to the Buyer a pro rata portion  (allocable  to the portion of
the Purchase Price repaid) of the  Incremental  Taxes paid to the  Stockholders
pursuant to the provisions of Section 1.2(a)(iii).

            (g)   If the Stockholders  are required to make an  indemnification
payment to the Buyer  under  Section  8.1(a)(iv)(E)  for a breach or default by
the Company prior to the Closing under the Company  Lease,  the Buyer agrees to
exert its  reasonable  best efforts to sublease  (consistent  with the terms of
the Company  Lease) any excess  space which is not then  occupied or  otherwise
needed by the Buyer in connection with the Company business  (whether  standing
alone or as a part of Buyer or an affiliated  entity of Buyer) at the then fair
market value for said space in order to mitigate the Damages  suffered by Buyer
with respect to such breach or default.

      8.4   Survival  of   Representations   Warranties  and   Covenants.   All
representations,   warranties   and   covenants   made  by  the  Company,   the
Stockholders,  and Buyer in or pursuant to this  Agreement  or in any  document
delivered  pursuant  hereto  shall be  deemed  to have been made on the date of
this Agreement (except as otherwise  provided herein) and, if a Closing occurs,
as  of  the  Closing  Date.  The   representations   of  the  Company  and  the
Stockholders  will  survive the Closing  and will remain in effect  until,  and
will  expire  upon,  the  termination  of the  indemnification  obligations  as
provided in Section  8.2.  The  representations,  warranties  and  covenants of
Buyer will  survive  the  Closing  and will  remain in effect  until,  and will
expire upon, the termination of the indemnification  obligations as provided in
Section 8.2;  provided that Buyer's  obligation to pay the Earn-out pursuant to
Section 1.7 shall not expire until the fifth anniversary of the Closing Date.

      8.5   Exclusive  Remedy.  After the Closing,  the  remedies  contained in
this Article VIII shall  constitute  the sole and exclusive  remedies for money
damages  available  to any  party  under  this  agreement;  provided  that  the
foregoing  shall not limit in any way the  parties'  respective  rights to seek
equitable  remedies,   including  the  remedies  of  specific  performance  and
injunctive relief.

      8.6   Right  to Set  Off.  Buyer  shall  have  the  right,  but  not  the
obligation,  to set off, in whole or in part, against the Pledged Assets or any
Earn-out,  amounts finally  determined under Section 8.3 to be owed to Buyer by
the Stockholders under Section 8.1 hereof.

9.    NONCOMPETITION

      9.1   Prohibited  Activities.  Each Stockholder  acknowledges that during
the  course  of  his or  her  ownership  of  the  Stock,  he or  she  developed
relationships   on  behalf  of  and  acquired   proprietary  and   confidential
information  about the Company,  including,  but not limited to, its customers,
vendors,  prices, sales strategies and other information,  some of which may be
regarded  and treated by the Company  and Buyer as trade  secrets.  In order to
protect the Company's and/or Buyer's critical  interest in these  relationships
and  information,  Stockholders  covenant  that they will not,  for a period of
four (4) years following the Closing Date, for any reason whatsoever,  directly
or indirectly,  for himself or herself or on behalf of or in  conjunction  with
any other person, persons,  partnership,  corporation,  or business of whatever
nature:

<PAGE>

            (a)   engage,  as  an  officer,   director,   shareholder,   owner,
partner,  member, joint venturer,  or in a managerial  capacity,  whether as an
employee,  independent  contractor,  consultant  or  adviser,  or  as  a  sales
representative,  in any  business  selling  any  products or services in direct
competition  with the  Company,  within  50 miles of any  locations  where  the
Company  both has an office and  conducts  business  ("Territory").  As used in
this  subsection,  "competition"  shall mean engaging,  directly or indirectly,
for himself or any other person or entity,  in (i) any facet of the business of
the Company in which such  Stockholder was engaged in prior to the Closing Date
or (ii) any  facet of the  business  of the  Company  about  which  Stockholder
acquired  proprietary or confidential  information  during the course of his or
her ownership of the Stock;

            (b)   hire or join with in a  competitive  business  capacity,  any
employee of the Company within the Territory;

            (c)   solicit or accept  business  which competes with the business
of the Company from any person who is, on the Closing  Date,  or that has been,
within one (1) year prior to the Closing Date, a customer of the Company; or

            (d)   acquire  or  enter  into  any   agreement   to  acquire   any
prospective   acquisition   candidate  that  was,  to  the  knowledge  of  such
Stockholder,  either  called upon by the Company as a  prospective  acquisition
candidate or was the subject of an  acquisition  analysis by the Company within
3 years prior to the Closing  Date.  Each  Stockholder,  to the extent  lacking
the knowledge described in the preceding sentence,  shall immediately cease all
contact with such  prospective  acquisition  candidate upon being informed that
the Company  had called upon such  candidate  or made an  acquisition  analysis
thereof.

      Notwithstanding  the above, the foregoing covenant shall not be deemed to
prohibit the  Stockholders  from  acquiring as an investment  not more than one
percent  (1%) of the  capital  stock of a  competing  business  whose  stock is
traded on a national  securities  exchange or over-  the-counter.  In addition,
notwithstanding  anything in this Article 9 to the contrary,  the provisions of
Section 9.1(a)  and  (c)  shall  not  apply  to  those  entities   specifically
identified on Schedule 9.1 (such entities collectively  "Affiliated Companies")
or to any Start-Up Business as hereinafter  defined.  "Start-Up Business" shall
mean any new  business  in which the  Stockholders  have a direct  or  indirect
interest  and which does not, on the date of the  commencement  of its business
(i) compete  with  WMI  Disclosed  Businesses  (as  defined  in the  Employment
Agreements)  or (ii)  compete  with  any  business  Workflow  is  contemplating
entering  into of which  the  Stockholders  have  knowledge;  provided  that in
either such case the Stockholders  shall only devote such time and attention to
such  Start-Up   Business  as  are  consistent  with  the  time  and  attention
Stockholders  devoted  to the  Affiliated  Companies  prior  to the date of the
Closing.  Notwithstanding  anything  herein  to the  contrary,  the  Affiliated
Companies  shall only be  engaged in those  businesses  and  activities  as are
generally  described on Schedule 9.1. The Buyer  acknowledges  that neither the
Buyer nor the Surviving  Corporation  will have any  ownership  interest in the
Affiliated  Companies  after  Closing.  Additional  rights of the  Stockholders
with respect to the  Affiliated  Companies are set forth in the  Employment and
related  Agreements being entered into at Closing pursuant to Sections 6.11 and
7.4 of this Agreement.

<PAGE>

      9.2   Confidentiality.  Each  Stockholder  recognizes  that by  reason of
his or her ownership of the Stock and his or her employment by the Company,  he
or she has acquired  confidential  information and trade secrets concerning the
operation  of the  Company,  the use or  disclosure  of which  could  cause the
Company or its  affiliates or  subsidiaries  substantial  loss and damages that
could  not be  readily  calculated  and for  which no  remedy  at law  would be
adequate.  Accordingly,  each Stockholder covenants and agrees with the Company
and  Buyer  that he or she will  not at any  time,  except  in  performance  of
Stockholders'  obligations to the Company or with the prior written  consent of
the  Company  pursuant to  authority  granted by a  resolution  of the Board of
Directors  of the  Company,  directly  or  indirectly,  disclose  any secret or
confidential  information  that he or she may learn or has learned by reason of
his or her  ownership of the Company or his or her  employment  by the Company,
or any of its  subsidiaries  and affiliates,  or use any such  information in a
manner  detrimental  to the interests of the Company or Buyer,  unless (i) such
information  becomes  known to the  public  generally  through  no fault of any
Stockholder,   (ii)  disclosure  is  required  by  law  or  the  order  of  any
governmental  authority  under  color of law,  or (iii)  the  disclosing  party
reasonably  believes that such  disclosure  is required in connection  with the
defense of a lawsuit  against the  disclosing  party,  provided,  that prior to
disclosing  any  information  pursuant to clause (i), (ii) or (iii) above,  the
Stockholder  (as  applicable)  shall give prior written notice thereof to Buyer
and provide Buyer with the  opportunity  to contest such  disclosure  and shall
cooperate  with  efforts to prevent  such  disclosure.  The term  "confidential
information"   includes,   without   limitation,   information  not  previously
disclosed to the public or to the trade by the Company's or Buyer's  management
with  respect to the  Company's  or  Buyer's,  or any of their  affiliates'  or
subsidiaries',  products,  facilities,  and  methods,  trade  secrets and other
intellectual property,  software,  source code, systems,  procedures,  manuals,
confidential   reports,   product  price  lists,   customer  lists,   financial
information  (including the revenues,  costs, or profits associated with any of
the Company's products),  business plans, prospects, or opportunities but shall
exclude any information already in the public domain.

      9.3   Damages.  Because of the  difficulty of measuring  economic  losses
to Buyer as a result of a breach of the foregoing covenant,  and because of the
immediate  and  irreparable  damage  that could be caused to Buyer for which it
would  have  no  other  adequate  remedy,  each  Stockholder  agrees  that  the
foregoing  covenant  may be  enforced  by Buyer in the  event of breach by such
Stockholder, by injunctions and restraining orders.

      9.4   Reasonable   Restraint.   The  parties  agree  that  the  foregoing
covenants in this Article 9 impose a reasonable  restraint on each  Stockholder
in light of the  activities  and business of Buyer on the date of the execution
of this  Agreement,  assuming the completion of the  transactions  contemplated
hereby.

<PAGE>

      9.5   Severability;  Reformation.  The  covenants  in this  Article 9 are
severable  and  separate,  and the  unenforceability  of any specific  covenant
shall not affect the provisions of any other covenant.  Moreover,  in the event
any court of competent  jurisdiction  shall  determine that the scope,  time or
territorial  restrictions set forth are unreasonable,  then it is the intention
of the parties that such  restrictions  be enforced to the fullest extent which
the court deems reasonable, and the Agreement shall thereby be reformed.

      9.6   Independent  Covenant.  All of the  covenants  in  this  Article  9
shall be construed as an agreement  independent of any other  provision in this
Agreement,  and  the  existence  of  any  claim  or  cause  of  action  of  any
Stockholder  against Buyer,  whether predicated on this Agreement or otherwise,
shall not constitute a defense to the  enforcement by Buyer of such  covenants;
provided,  that (i) upon the  termination of the Contractor  Agreement  without
cause, or (ii) upon the termination of the Employment  Agreements without cause
or  (iii) upon  the  failure  of the  Buyer  to  make  payments,  which  in the
aggregate equal or exceed  $250,000.00  under the terms of this Agreement,  the
Employment  Agreements  or the  Contractor  Agreement,  then,  in  any of  such
events,  the  Stockholders  shall have the option to (A) seek full  contractual
damages in connection with any such event, in which event,  they shall continue
to be bound by the terms and provisions of Article 9 of this Agreement,  and/or
the comparable  provisions of the  Contractor  Agreement,  Confidentiality  and
Non-competition  Agreement  and the  Employment  Agreements  or (B) upon thirty
(30)  days'  prior  written  notice  to  the  Company,  waive  their  right  to
contractual  damages and their right to receive any  additional  amounts  under
this  Agreement,   the  Employment  Agreements  and  the  Contractor  Agreement
(including  such  delinquent  payments,  if  applicable),  in which event,  the
Stockholders  may  thereafter  engage in any activity  otherwise  prohibited by
this  Article  9.  The  parties  expressly   acknowledge  that  the  terms  and
conditions  of this Article 9 are  independent  of the terms and  conditions of
any other agreements  including,  but not limited to, any employment agreements
entered into in  connection  with this  Agreement.  It is  specifically  agreed
that the period of four (4) years  stated at the  beginning  of this  Article 9
during which the  agreements  and  covenants of each  Stockholder  made in this
Article  9 shall be  effective,  shall  be  computed  by  excluding  from  such
computation  any  time  during  which  any  Stockholder  is found by a court of
competent  jurisdiction  to have been in  violation  of any  provision  of this
Article 9. The  covenants  contained  in Article 9 shall not be affected by any
breach of any other  provision  hereof by any party  hereto  and shall  have no
effect if the transactions contemplated by this Agreement are not consummated.

      9.7   Materiality.  The Company and each  Stockholder  hereby  agree that
the covenants set forth in this Article 9 are a material and  substantial  part
of the  transactions  contemplated  by this  Agreement,  supported  by adequate
consideration.

10.   GENERAL

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

            (a)   by mutual  consent of the Board of  Managers of Buyer and the
board of directors of the Company; or

<PAGE>

            (b)   by the  Stockholders  and the Company as a group,  on the one
hand,  or by Buyer,  on the other hand,  if the Closing shall not have occurred
on or  before  March  15,  1999,  provided  that the  right to  terminate  this
Agreement  under this  Section  10.1(b)  shall not be available to either party
(with the  Stockholders  and the Company  deemed to be a single  party for this
purpose)  whose  material  misrepresentation,  breach of warranty or failure to
fulfill any obligation  under this Agreement has been the cause of, or resulted
in, the failure of the Closing to occur on or before such date; or

            (c)   by the  Stockholders  and the Company as a group,  on the one
hand,  or by  Buyer,  on the  other  hand,  if there is or has been a  material
breach,  failure to fulfill or default on the part of the other party (with the
Stockholders  and the Company  deemed to be a single party for this purpose) of
any of the  representations  and warranties  contained herein or in the due and
timely  performance  and  satisfaction  of any of the covenants,  agreements or
conditions  contained  herein,  and the curing of such  default  shall not have
been made or shall not  reasonably  be  expected  to occur  before the  Closing
Date; or

            (d)   by the  Stockholders  and the Company as a group,  on the one
hand, or by Buyer,  on the other hand, if there shall be a final  nonappealable
order of a federal  or state  court in effect  preventing  consummation  of the
transactions  contemplated  by this  Agreement;  or there  shall be any  action
taken,  or any statute,  rule,  regulation  or order  enacted,  promulgated  or
issued or deemed applicable to the transactions  contemplated by this Agreement
by  any   governmental   entity  which  would  make  the  consummation  of  the
transactions contemplated by this Agreement illegal.

      10.2  Effect  of  Termination.  In the event of the  termination  of this
Agreement  pursuant to Section 10.1,  this  Agreement  shall  forthwith  become
ineffective,  and there shall be no liability or  obligation on the part of any
party hereto or its officers,  directors or  stockholders  except for a willful
breach.

      10.3  Successors  and  Assigns.  This  Agreement  and the  rights  of the
parties  hereunder  may not be assigned  (except by operation of law) and shall
be binding  upon and shall  inure to the  benefit of the  parties  hereto,  the
successors  of  Buyer,  and  the  heirs  and  legal   representatives   of  the
Stockholders.  Notwithstanding  anything  in the  foregoing  to  the  contrary,
Buyer may assign  any of its rights or  obligations  under  this  Agreement  to
Workflow  or any direct or  indirect  subsidiary  of  Workflow  in its sole and
absolute   discretion   and   without   the  consent  of  the  Company  or  the
Stockholders;  provided, however that in the event of such assignment Buyer and
such  assignee,  jointly  and  severally,  shall  continue  to be liable to the
Stockholders for the payment of the Purchase Price.

      10.4  Entire  Agreement;  Amendment;  Waiver.  This  Agreement sets forth
the  entire   understanding   of  the  parties   hereto  with  respect  to  the
transactions  contemplated  hereby.  Each of the Schedules to this Agreement is
incorporated  herein by this  reference and expressly  made a part hereof.  Any
and all previous  agreements  and  understandings  between or among the parties
regarding the subject  matter hereof,  whether  written or oral, are superseded
by this  Agreement.  This Agreement  shall not be amended or modified except by
a  written  instrument  duly  executed  by each of the  parties  hereto,  or in
accordance  with  Section  9.5.  Any  extension  or  waiver by any party of any
provision  hereto shall be valid only if set forth in an  instrument in writing
signed on behalf of such party.

<PAGE>

      10.5  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts  and any party  hereto may execute any such  counterpart,  each of
which when  executed and delivered  shall be deemed to be an original,  and all
of which  counterparts  taken  together  shall  constitute but one and the same
instrument.

      10.6  Brokers and  Agents.  Except as set forth on  Schedule 10.6,  Buyer
and the Company and each  Stockholder (as a group) each represents and warrants
to the other that it has not  employed any broker or agent in  connection  with
the  transactions  contemplated  by this  Agreement and agrees to indemnify the
other  against  all losses,  damages or expenses  relating to or arising out of
claims for fees or  commission  of any broker or agent  employed  or alleged to
have been employed by such party.

      10.7  Expenses.   Buyer  has  and  will  pay  the  fees,   expenses   and
disbursements  of  Buyer  and  its  agents,  representatives,  accountants  and
counsel  incurred in connection with the subject matter of this Agreement.  The
Stockholders  (and not the  Company)  have and will pay the fees,  expenses and
disbursements   of  the   Stockholders,   the   Company,   and  their   agents,
representatives,  financial  advisers,  accountants  and  counsel  incurred  in
connection  with  the  subject  matter  of  this  Agreement  (collectively  the
"Stockholder  Expenses");  provided,  however,  that  the  Company  may pay the
Stockholder  Expenses  on behalf of the  Stockholders  to the  extent  any such
payment does not cause the Certified  Closing Net Worth to be less than the Net
Worth Target.

      10.8  Specific  Performance;  Remedies.  Each party  hereto  acknowledges
that the other  parties  will be  irreparably  harmed and that there will be no
adequate  remedy  at  law  for  any  violation  by any  of  them  of any of the
covenants  or  agreements  contained  in  this  Agreement,   including  without
limitation,  the  confidentiality  obligations  set forth in Section 5.7(b) and
the  noncompetition  provisions  set  forth  in  Article  9. It is  accordingly
agreed that, in addition to any other  remedies which may be available upon the
breach of any such  covenants or  agreements,  each party hereto shall have the
right to obtain  injunctive  relief to restrain a breach or  threatened  breach
of, or  otherwise  to  obtain  specific  performance  of,  the  other  parties,
covenants and agreements contained in this Agreement.

      10.9  Notices.  Any notice,  request,  claim,  demand,  waiver,  consent,
approval or other  communication which is required or permitted hereunder shall
be in writing  and shall be deemed  given if  delivered  personally  or sent by
telefax  (with  confirmation  of receipt),  by  registered  or certified  mail,
postage prepaid, or by recognized courier service, as follows:

<PAGE>

            If to Buyer, the Surviving Corporation or the Company to:

            SFI of Delaware, LLC
            c/o Workflow Management, Inc.
            240 Royal Palm Way
            Palm Beach, FL  33480
            Attn: Claudia S. Amlie, Esq.
            Vice President and General Counsel
            (Telefax:  (561) 659-7793)

            with a required copy to:

            Kaufman & Canoles, P.C.
            P.O.  Box 3037
            Norfolk, VA  23514
            Attn: Gus J. James, II, Esq. and T. Richard Litton, Jr., Esq.
            (Telefax: (757) 624-3169)

            If to any Stockholder to the Stockholders' Representative:

            Wesley Cheringal
            Superior Graphics Inc.
            250 Hudson Street
            New York, NY  10013
            (Telefax: (212) 727-1370)

            with a required copy to:

            Ronald H. Janis, Esq.
            Pitney, Hardin, Kipp & Szuch
            P.O. Box 1945
            Morristown, NJ 07962
            (Telefax: (973) 966-1550)

or to such other  address as the person to whom  notice is to be given may have
specified  in a notice  duly  given to the  sender  as  provided  herein.  Such
notice,   request,   claim,  demand,   waiver,   consent,   approval  or  other
communication  shall be deemed to have been given as of the date so  delivered,
telefaxed,  mailed or  dispatched  and, if given by any other  means,  shall be
deemed given only when actually received by the addressees.

      10.10 Governing Law. This  Agreement  shall be governed by and construed,
interpreted  and  enforced  in  accordance  with  the  laws  of  Delaware.  Any
disputes  arising out of, in connection with or with respect to this Agreement,
the  subject  matter  hereof,   the  performance  or   non-performance  of  any
obligation hereunder,  or any of the transactions  contemplated hereby shall be
adjudicated  in a court of competent  civil  jurisdiction  sitting in New York,
New York and  nowhere  else.  Each of the  parties  hereto  hereby  irrevocably
submits to the  jurisdiction of such court for the purposes of any suit,  civil
action or other  proceeding  arising out of, in connection with or with respect
to  this   Agreement,   the  subject   matter   hereof,   the   performance  or
non-performance  of any  obligation  hereunder,  or  any  of  the  transactions
contemplated hereby  (collectively,  "Suit"). Each of the parties hereto hereby
waives and agrees not to assert by way of motion,  as a defense or otherwise in
any such Suit,  any claim that it is not  subject  to the  jurisdiction  of the
above courts,  that such Suit is brought in an inconvenient  forum, or that the
venue of such Suit is improper.

      10.11 Severability.   If  any   provision   of  this   Agreement  or  the
application  thereof  to  any  person  or  circumstances  is  held  invalid  or
unenforceable in any jurisdiction,  the remainder  hereof,  and the application
of such provision to such person or  circumstances  in any other  jurisdiction,
shall  not be  affected  thereby,  and to  this  end  the  provisions  of  this
Agreement  shall be  severable.  The  preceding  sentence is in addition to and
not in place of the severability provisions in Section 9.5.

      10.12 Absence of Third Party  Beneficiary  Rights.  No  provision of this
Agreement is intended, nor will any provision be interpreted,  to provide or to
create any third party  beneficiary  rights or any other  rights of any kind in
any client, customer, affiliate,  shareholder, employee or partner of any party
hereto or any  other  person or  entity,  except  the  parties  executing  this
Agreement.

      10.13 Mutual  Drafting.  This  Agreement  is the  mutual  product  of the
parties  hereto,  and each  provision  hereof  has been  subject  to the mutual
consultation,  negotiation and agreement of each of the parties,  and shall not
be construed for or against any party hereto.  As used in this  Agreement,  the
term  "person"  shall mean an  individual,  corporation,  partnership,  limited
liability  company,  association,   trust  or  other  entity  or  organization,
including   a   government   or   political   subdivision   or  an   agency  or
instrumentality thereof.

      10.14 Further    Representations.    Each   party   to   this   Agreement
acknowledges  and  represents  that it has been  represented  by its own  legal
counsel in connection  with the  transactions  contemplated  by this Agreement,
with the  opportunity  to seek advice as to its legal rights from such counsel.
Each party further represents that it is being independently  advised as to the
tax consequences of the transactions  contemplated by this Agreement and is not
relying on any  representation or statements made by the other party as to such
tax consequences.

[Execution Page Following]


<PAGE>



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

                                    BUYER - SFI OF DELAWARE, LLC

                                    By: \s\     Thomas B. D'Agostino, Jr.
                                        -------------------------------------
                                          Thomas B. D'Agostino, Jr., President

                                    JWC ACQUISITION CORP.

                                    By: \s\     Michael B. Feldman
                                        -------------------------------------
                                          Michael B. Feldman, President

                                    SUPERIOR GRAPHICS, INC.

                                    By: \s\     Wesley Cheringal
                                        -------------------------------------
                                          Wesley Cheringal, President

                                    STOCKHOLDERS:

                                    \s\ Wesley Cheringal
                                    -------------------------------------
                                    Wesley Cheringal, individually

                                    \s\ John Cheringal
                                    -------------------------------------
                                    John Cheringal, individually