ASSET PURCHASE AGREEMENT

                         Dated as of September 19, 1997

                                 By and Between

                               Benham Press, Inc.

                                       and

                               Disc Graphics, Inc.




<PAGE>
ARTICLE 1.
     The Assets  . . . . . . . . . . . . . . . . . . . . . . . .1
     1.01      (a)  Sale of Acquired Assets. . . . . . . . . . .1
               (b)  Retained Assets. . . . . . . . . . . . . . .4
     1.02      (a)  Assumption of Liabilities. . . . . . . . . .4
               (b)  Limitations on Assumption. . . . . . . . . .5
     1.03.     The Closing . . . . . . . . . . . . . . . . . . .8
     1.04      Allocation of Purchase Price  . . . . . . . . . .9
     1.05      Net Worth Adjustment  . . . . . . . . . . . . . 10

ARTICLE 2.
     Representations and Warranties Concerning Seller  . . . . 12
     2.01.     Description and Lists . . . . . . . . . . . . . 12
     2.02.     Corporate Organization; Authority.. . . . . . . 16
     2.03.     Capitalization. . . . . . . . . . . . . . . . . 17
     2.04.     Subsidiaries. . . . . . . . . . . . . . . . . . 17
     2.05.     No Violation. . . . . . . . . . . . . . . . . . 17
     2.06.     Consents and Approvals of Governmental
                Authorities1 . . . . . . . . . . . . . . . . . 18
     2.07.     Financial Statements of the Seller. . . . . . . 18
     2.08.     No Undisclosed Liabilities; No Dealings with
                Officers . . . . . . . . . . . . . . . . . . . 19
     2.09.     Absence of Certain Changes. . . . . . . . . . . 19
     2.10.     Title to Property; Leases; Encumbrances . . . . 21
     2.11.     Patents, Trademarks, Trade Names. . . . . . . . 23
     2.12.     Litigation; Compliance with Laws. . . . . . . . 24
     2.13.     Taxes . . . . . . . . . . . . . . . . . . . . . 26
     2.14.     Benefit Plans . . . . . . . . . . . . . . . . . 27
     2.15.     Labor Matters . . . . . . . . . . . . . . . . . 29
     2.16.     Purchase and Sale Commitments . . . . . . . . . 29
     2.17.     Insurance . . . . . . . . . . . . . . . . . . . 29
     2.18.     Validity. . . . . . . . . . . . . . . . . . . . 30
     2.19.     Finders and Investment Bankers. . . . . . . . . 30
     2.20      Licenses, Permits and Authorizations. . . . . . 30
     2.21.     FIRPTA. . . . . . . . . . . . . . . . . . . . . 31
     2.22.     Entire Business . . . . . . . . . . . . . . . . 31
     2.23.     Disclosure. . . . . . . . . . . . . . . . . . . 31

ARTICLE 3.
     Representations and Warranties of Purchaser . . . . . . . 31
     3.01.     Organization; Etc . . . . . . . . . . . . . . . 31
     3.02.     Authorization; Etc. . . . . . . . . . . . . . . 32
     3.03.     No Violation. . . . . . . . . . . . . . . . . . 32
     3.04.     Consents and Approvals of Governmental
                Authorities  . . . . . . . . . . . . . . . . . 32
<PAGE>
     3.05.     Certain Fees. . . . . . . . . . . . . . . . . . 33

ARTICLE 4.
     Conduct of Business Pending Closing . . . . . . . . . . . 33
     4.01      Regular Court of Business . . . . . . . . . . . 33
     4.02      Amendments. . . . . . . . . . . . . . . . . . . 33
     4.03      Distributions; Redemptions. . . . . . . . . . . 33
     4.04      Organization. . . . . . . . . . . . . . . . . . 34
     4.05      Contracts . . . . . . . . . . . . . . . . . . . 34
     4.06      Consultation with Purchaser . . . . . . . . . . 34
     4.07      Maintain Properties . . . . . . . . . . . . . . 34
     4.08      Compensation. . . . . . . . . . . . . . . . . . 34
     4.09      Liens . . . . . . . . . . . . . . . . . . . . . 34
     4.10      Taxes . . . . . . . . . . . . . . . . . . . . . 35
     4.11      Insurance . . . . . . . . . . . . . . . . . . . 35
     4.12      No Mergers  . . . . . . . . . . . . . . . . . . 35
     4.13      No Solicitation . . . . . . . . . . . . . . . . 35
     4.14      No Breach . . . . . . . . . . . . . . . . . . . 36
     4.15      Due Compliance  . . . . . . . . . . . . . . . . 36
     4.16      Accounting Practice . . . . . . . . . . . . . . 36

ARTICLE 5.
     Additional Agreements . . . . . . . . . . . . . . . . . . 36
     5.01.     Transfer Tax. . . . . . . . . . . . . . . . . . 36
     5.02.     Employment Agreement. . . . . . . . . . . . . . 37
     5.03.     Payment of Certain Retained Liabilities . . . . 37
     5.04.     Payment of Indebtedness to Bank One . . . . . . 37
     5.05.     Continuing Employees; Severance.. . . . . . . . 37
     5.06.     Vacation. . . . . . . . . . . . . . . . . . . . 38
     5.07.     Health and Welfare Benefits . . . . . . . . . . 38
     5.09.     Payment of Assumed Liabilities. . . . . . . . . 39
     5.10.     Advice of Change. . . . . . . . . . . . . . . . 39
     5.11.     Reasonable Access . . . . . . . . . . . . . . . 40
     5.12.     Financing . . . . . . . . . . . . . . . . . . . 40
     5.13.     Failure to Close. . . . . . . . . . . . . . . . 40
     5.14.     Satisfaction of Closing Conditions. . . . . . . 40
     5.15.     Additional Instruments. . . . . . . . . . . . . 41

ARTICLE 6. . . . . . . . . . . . . . . . . . . . . . . . . . . 41
     Deliveries at Closing . . . . . . . . . . . . . . . . . . 41
     6.01      Deliveries to Purchaser . . . . . . . . . . . . 41
     6.02.     Deliveries to Seller. . . . . . . . . . . . . . 42
<PAGE>
ARTICLE 7.
     Conditions Precedent  . . . . . . . . . . . . . . . . . . 43
     7.01.     Conditions to Obligations of the Purchaser. . . 43
     7.02.     Conditions to Obligations of Seller . . . . . . 45

ARTICLE 8.
     Termination . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE 9.
     Representations and Warranties Concerning Stockholder . . 47
     9.01.     Authority . . . . . . . . . . . . . . . . . . . 47
     9.02.     Prohibitions. . . . . . . . . . . . . . . . . . 47
     9.03.     Consents and Approvals of Governmental
                Authorities. . . . . . . . . . . . . . . . . . 48

ARTICLE 10.
     Indemnification . . . . . . . . . . . . . . . . . . . . . 48
     10.01.    Indemnity of Seller and Stockholder . . . . . . 48
     10.02.    Indemnity of Purchaser. . . . . . . . . . . . . 49
     10.03.    Indemnification Procedure . . . . . . . . . . . 49
     10.04.    Special Provisions Relating to Environmental
                Matters  . . . . . . . . . . . . . . . . . . . 51
     10.05     Survival of Representations and Warranties. . . 55
     10.06     Limitation on Indemnification . . . . . . . . . 55

ARTICLE 11.. . . . . . . . . . . . . . . . . . . . . . . . . . 55
     Confidentiality; Non-Competition. . . . . . . . . . . . . 55
     11.01     Confidentiality . . . . . . . . . . . . . . . . 55
     11.02     Non-Competition . . . . . . . . . . . . . . . . 56
     11.03.    Specific Performance. . . . . . . . . . . . . . 57
     11.04.    Severability. . . . . . . . . . . . . . . . . . 57

Resolution of Disputes . . . . . . . . . . . . . . . . . . . . 58
     12.01     Dispute Resolution. . . . . . . . . . . . . . . 58
     12.02     Arbitration Procedures. . . . . . . . . . . . . 59

Miscellaneous Provisions . . . . . . . . . . . . . . . . . . . 61
     13.01.    Additional Instruments. . . . . . . . . . . . . 61
     13.02.    Amendment and Modification. . . . . . . . . . . 61
     13.03.    Waiver. . . . . . . . . . . . . . . . . . . . . 61
     13.04.    Notices . . . . . . . . . . . . . . . . . . . . 61
     13.05.    Binding Nature; Assignment. . . . . . . . . . . 62
     13.06.    Governing Law . . . . . . . . . . . . . . . . . 63
     13.07.    Expenses  . . . . . . . . . . . . . . . . . . . 63
     13.08.    Counterparts. . . . . . . . . . . . . . . . . . 63
<PAGE>
     13.09.    Headings. . . . . . . . . . . . . . . . . . . . 63
     13.10.    Obligations of Predecessors . . . . . . . . . . 63
     13.11.    Entire Agreement. . . . . . . . . . . . . . . . 64
     13.12.    Third Party Beneficiaries . . . . . . . . . . . 64

LIST OF SCHEDULES. . . . . . . . . . . . . . . . . . . . . . . 66

LIST OF EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . 67
<PAGE>



                            ASSET PURCHASE AGREEMENT

     THIS  AGREEMENT  ("Agreement")  is made and  entered  into this 19th day of
September,  1997,  by and among Benham Press Inc., an Indiana  corporation  (the
"Seller"),  Jeffrey Bowe (the "Stockholder") and Disc Graphics, Inc., a Delaware
corporation ("Purchaser").
                                   BACKGROUND
                                   ----------
     The Seller is engaged in the business of  full-service  color and black and
white commercial printing and digital printing (the "Business").  Seller desires
to sell and Purchaser desires to purchase all of the assets of the Seller except
as provided in Section 1.01(b) (the "Acquired Assets"),  all at the price and on
the terms and conditions hereinafter set forth.  Stockholder is the owner of the
number of shares of issued and outstanding Common Stock, no par value per share,
set forth beneath his name on the signature page of this Agreement. For purposes
of  this  Agreement,   the  term  "Documents"  shall  include  all  instruments,
certificates,  documents and agreements to be executed and/or delivered herewith
or in connection with the transactions contemplated hereby.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
representations,  warranties and covenants  hereinafter  set forth,  the parties
hereto hereby agree as follows:
                                   ARTICLE 1.

                                   The Assets
                                   ----------
     1.01  (a)  Sale  of  Acquired  Assets.  On the  terms  and  subject  to the
conditions set forth in this Agreement, Seller agrees to and, at the Closing (as
defined in Section 1.03) will,  sell,  convey,  transfer,  deliver and assign to
Purchaser,  and Purchaser  agrees to at the Closing and will purchase all of the
Acquired  Assets  including,   without  limitation,  all  of  the  tangible  and
intangible  assets,  rights,  interests and properties of every kind and nature,
wherever  located  and by  whomever  possessed,  owned by  Seller as of the date
hereof  (together with any proceeds  thereof or any payment thereon which may be
received  by  Seller  subsequent  to  the  date  hereof),   including,   without
limitation, the following:

     (i) all cash,  bank  accounts and accounts  and notes  receivable  (whether
current or non-current);

     (ii) all prepayments and prepaid expenses;

     (iii) all inventories (the "Inventory") and supplies;

     (iv) all real property and real estate leases;

     (v) all interests in fixed  machinery  and  equipment,  other  fixtures and
fittings,   moveable  plant,   machinery  and  equipment   (including,   without
limitation,  all  equipment  that has been  fully  depreciated  or  expensed  by
Seller),  furniture,  one truck,  and other  vehicles,  tools,  spare  parts and
supplies  (office,  production and other),  packaging and shipping  material and
other tangible personal property, whether owned or leased;

     (vi) all intangible assets of an intellectual  property nature  (including,
without limitation,  registered and unregistered  trademarks,  service marks and
trade names,  all other trademark  rights,  trade dress,  logos and other names,
marks and slogans,  including  "Benham  Press",  or "BPI" and all variations and
permutations   thereof),   and  all  associated  goodwill;  all  copyrights  and
registrations thereof; all patents,  inventions,  shop rights,  know-how,  trade
secrets  and  confidential  information;  and  all  applications  for any of the
foregoing;  together with all rights to use all of the foregoing;  together with
all rights to use all of the foregoing  forever and all other rights in, to, and
under the foregoing in all countries; all discoveries,  improvements, processes,
formulae (secret or otherwise),  data,  confidential  information,  engineering,
technical and shop drawings,  specifications  and ideas,  whether  patentable or
not, all licenses and other similar agreements, and all drawings, records, books
or other indicia, however evidenced, of the foregoing;
<PAGE>
     (vii) all rights existing under contracts,  licenses,  permits,  supply and
distribution arrangements,  sales and purchase agreements and orders, employment
and  consulting  agreements,  consignment  arrangements,  warranties,  consents,
orders,  registrations,  privileges  (accountant-client,  corporate  or  other),
franchises,  memberships,   certificates,  approvals,  authorizations  or  other
similar rights and all other agreements, arrangements and understandings;

     (viii)  the  right  to   receive   pertinent   mail  and  other   pertinent
communications  addressed  to  Seller  which  are  required  for the  continuing
operation   of  the   Business   (including,   without   limitation,   mail  and
communications from customers,  suppliers,  distributors,  agents and others and
accounts receivable payments);

     (ix)  all  lists  and   records   pertaining   to   customers,   suppliers,
distributors,  personnel and agents and all  documents,  correspondence,  plats,
architectural  plans,  drawings  and  specifications,  computer  print-outs  and
software,  computer  programs  and  business  records  of every  kind and nature
relating to the Business;

     (x) all creative materials (including, without limitation, films, art work,
color separations and the like),  advertising and promotional  materials and all
other printed or written materials;

     (xi) all claims,  refunds  (other than  refunds in respect of property  and
casualty  insurance  premiums  paid prior to the Closing Date for periods  prior
thereto),  causes of action,  choses in action, rights of recovery and rights of
set-off of every kind and nature;

     (xii) all goodwill as a going  concern and all other  intangible  property;
and (xiii) all  existing  insurance  policies  and all  prepaid  expenses  under
existing  insurance  policies,  other than insurance  policies in respect of the
automobiles  identified on Schedule 1.01(b) hereof and insurance on the lives of
Jeffrey Bowe and John Bowe.

     (b)  Retained  Assets.   Notwithstanding   the  foregoing,   the  following
properties,  assets,  rights  and  interests  are  expressly  excluded  from the
purchase and sale contemplated hereby ("Retained Assets"): (i) all of the right,
title  and  interest  of the  Seller  in and to the  automobiles  identified  on
Schedule  1.01(b)  hereof;  (ii) all of the right,  title,  and  interest of the
Seller in and to  existing  insurance  policies  in  respect  of the  automobile
identified on Schedule  1.01(b)  hereof and  insurance  policies on the lives of
Jeffrey Bowe and John Bowe;  (iii) the corporate  minute books and stock ledgers
of Press (provided,  that the Seller and the Stockholder shall provide access to
any such documents to Purchaser to the extent reasonably necessary in connection
with the operation of the  Business,  will maintain such records for a period of
five years from the date hereof, or, if the Seller and the Stockholder desire to
destroy such records, will notify Purchaser and give Purchaser an opportunity to
take possession  thereof);  and (iv) refunds of property and casualty  insurance
premiums paid prior to the Closing Date for periods prior thereto.

     1.02 (a) Assumption of Liabilities. At the Closing, Purchaser shall execute
and deliver an Assumption of Liabilities Agreement  substantially in the Form of
Exhibit B hereto,  pursuant to which  Purchaser  shall  assume and agree to pay,
perform or discharge, when due, the Assumed Liabilities. As used herein the term
"Assumed  Liabilities" means all liabilities and obligations of Seller listed on
Schedule  1.02(a) and  increases  in such  listed  liabilities  and  obligations
through the Closing Date to the extent arising in connection with,  incurred by,
<PAGE>
or  relating  to, the  normal  operations  of the  Business;  provided  that the
disclosure of additional  liabilities  and  obligations in the Schedules to this
Agreement shall not be construed to increase such Assumed  Liabilities.  Assumed
Liabilities shall include, without limitation,  the leases specified on Schedule
2.01 (a) hereof.

     (b)  Limitations  on  Assumption.  Any  provision of this  Agreement to the
contrary  notwithstanding,  Purchaser will not and does not assume the following
liabilities and obligations  (the "Retained  Liabilities") of Seller even if, to
any  extent,  they  were  reflected  in the  Financial  Statements  and arose in
connection  with,  were  incurred  by or were  related to the  operation  of the
Business:  (i) liabilities or obligations of Seller to any officer,  director or
stockholder of the Seller, whether or not owed to such person in his capacity as
such, any person  affiliated  with any of the foregoing or any person related to
or sharing a household with any of the foregoing except  liabilities for accrued
wages  and  salaries  reflected  in the  Financial  Statements;  provided,  that
Purchaser  will assume the  liability  to John A. Bowe,  Inc.  in the  principal
amount of $340,000 plus all accrued and unpaid interest thereon, which liability
shall be paid on the Closing  Date,  and the  obligation  to pay John A. Bowe an
aggregate  $48,000 at the rate of $1,000 per month pursuant to Section 12 of the
Employment Agreement between Seller and John A. Bowe dated September 29,1995;

     (ii) expenses  incurred by the Seller in connection  with the  transactions
contemplated  herein,  including,  without  limitation,  fees  and  expenses  of
Seller's counsel and accountants provided, that Purchaser shall pay for the fees
and expenses of Seller's accountants incurred in connection with the preparation
of the Seller's audited  financial  statements for the years ended September 30,
1995 and  September  30, 1996,  the period ended May 30, 1997,  of the Financial
Statements  and of the Closing Date Net Worth  Statements (as defined in Section
1.05);

     (iii) any obligation or liability of the Seller to the Purchaser created by
this Agreement;

     (iv) any obligation or liability with respect to the Retained  Assets;

     (v) any foreign, federal, state or local tax based on income or revenues or
interest or penalties relating thereto, whether arising by reason of the sale of
the  Acquired  Assets  as herein  provided  or by  reason  of the  existence  or
operations  of the Seller prior to or after the date hereof and any sales or use
taxes incurred by Seller on or prior to the Closing;

     (vi) to the extent not paid for under existing  insurance policies assigned
to Purchaser  hereunder,  workman's  compensation claims against Seller based on
occurrences  prior to the  execution  and delivery of the  Agreement  (including
without limitation those claims listed in Schedule 2.01(k) to the Agreement);

     (vii) to the extent not paid for under existing insurance policies assigned
to  Purchaser  hereunder,  liabilities  to third  parties  for tort and  product
liability  claims made against Seller prior to the execution and delivery of the
Agreement  based upon  occurrences  prior to the  execution  and delivery of the
Agreement  (including without limitation those claims listed in Schedule 2.01(k)
to the Agreement);

               (viii) all  obligations of Seller  incurred after the date hereof
other than those incurred in the ordinary  course of business and, to the extent
any one obligation  exceeds $10,000 or any of the following  obligations  exceed
$50,000  in the  aggregate  approved  by  Purchaser:  buying and  alteration  of
merchandise;  freight;  supplies;  automobiles and trucks; licenses;  insurance;
computer  charges;  service charges;  office supplies and expenses;  accounting,
legal and  professional  fees;  rental  equipment;  franchise  and other  taxes;
telephone  and  utility   charges;   travel;   customer   relations;   dues  and
subscriptions; contributions;
<PAGE>
     (ix) all other  liabilities  or  obligations of Seller to the extent any of
such liabilities or obligations  constitute a breach of the  representations  or
warranties of Seller set forth in Article II hereof;

     (x)  obligations  or  liabilities  of Seller  with  respect to any Plan (as
hereinafter  defined)  including,   without  limitation,   any  underfunding  or
termination liability;

     (xi) liabilities or obligations of Seller in connection with its failure to
obtain,  its failure to  maintain in full force and effect or its default  under
any  approval,  authorization,  consent,  certificate  of  occupancy  (or  local
equivalent),  license,  franchise,  order or other permit of any governmental or
regulatory  agency,  whether federal,  state,  local or foreign necessary to the
operation  of  Seller's  business  as  presently  conducted  including,  without
limitation,  the construction,  alteration,  operation,  use or occupancy of the
premises demised under the Real Property Leases, or any improvements thereon;

     (xii)  except  to the  extent  expressly  provided  herein  or in any other
document executed in connection herewith, any liabilities to employees or former
employees of the Seller, and their beneficiaries,  whether pursuant to agreement
or otherwise, including those for salaries, bonus and employment benefits (other
than the  bonus of $5,000  payable  to Donald  D.  Carnagua),  fringe  benefits,
insurance,  welfare, post retirement medical (other than for John Bowe), medical
reimbursement,  deferred compensation,  sick pay, termination,  severance, stock
option,  stock  purchase,  accident,  disability  (other  than with  respect  to
self-insurance  payments for a period not to exceed 30 days), vacation,  health,
medical and worker's compensation insurance or benefits;

     (xiii) any and all  Environmental  Liabilities (as defined in Section 10.04
hereof) arising out of or resulting from any or all of the following conditions,
which  hereinafter are collectively  referred to as the  "Pre-closing  Liability
Conditions":  (a) the existence prior to the Closing Date of Hazardous Materials
(as defined in Section  10.04  hereof)  upon,  within or beneath any of the Real
Property,  or  migrating  from  such  Real  Property;   (b)  any  violations  of
Environmental  Requirements  (as defined in Section 10.04 hereof) premised upon,
or  arising  out of any of the  conditions  described  in)  (a)  above;  (c) any
violations of Environmental  Requirements  pertaining to the use or operation of
the Real  Property  or any other of the  Purchased  Assets  prior to the Closing
Date,  or the conduct of  operation  of the  business of the Seller prior to the
Closing Date;  and (d) the existence of any  underground  storage tank (USTs) at
the Real Property, including but not limited to the USTs identified in the Phase
I Report and the  Closure  Report (as such  terms are  defined in Section  10.04
hereof);

     (xiv) any  liability to Bayer  Financial  pursuant to the  operating  lease
dated January 3, 1996, as amended, for an Agfa Chromapress;

     (xv) any other liabilities or obligations of Seller which do not constitute
Assumed Liabilities.

               1.03. The Closing.  The closing of the transactions  contemplated
hereby (the "Closing") shall take place at the offices of Blau, Kramer,  Wactlar
& Lieberman, P.C., 100 Jericho Quadrangle, Jericho, New York on October 17, 1997
at 11 a.m. or such other  place and time as the parties may agree (the  "Closing
Date").  At the Closing,  the Purchaser  will  purchase the Acquired  Assets and
assume the  Assumed  Liabilities  and Seller  will sell the  Acquired  Assets in
consideration  for  the  payment  by  Purchaser  of two  hundred-fifty  thousand
($250,000)  dollars in the amounts set forth below and the  undertakings  of the
Purchaser hereunder (the "Purchase Price"):
<PAGE>
          (a)  $200,000 in cash;

          (b)  $50,000 of common  stock,  par value $.01 per share of  Purchaser
("Common Stock"), valued based on an average of the closing price of such Common
Stock on the  NASDAQ  Small Cap  Market on the ten (10)  days  ending  three (3)
business days prior to the Closing Date hereof.

          In addition,  pursuant to the employment  agreement  between Purchaser
and Jeffrey Bowe,  Purchaser  shall issue  options to purchase  50,000 shares of
Common Stock of  Purchaser  having a term of five (5) years,  an exercise  price
equal to the  average of the closing  price of such  Common  Stock on the NASDAQ
Small Cap Market on the ten (10) days ending  three (3)  business  days prior to
the Closing Date hereof (the  "Options") and otherwise  subject to the terms and
conditions of Purchaser's 1995 Incentive Stock Option Plan.

     At the  Closing,  Seller shall  deliver to  Purchaser  the Bill of Sale and
Assignment and Purchaser shall deliver the Purchase  Price,  the Options and the
Instrument  of  Assumption  and the  parties  shall  make the  other  deliveries
required by Article 6 hereof.

     1.04 Allocation of Purchase Price. Pursuant to Section 1060 of the Internal
Revenue  Code of 1986,  as amended (the "IRC") and the  regulations  promulgated
thereunder,  the Purchase  Price shall be allocated in accordance  with Schedule
1.04.  Further,  Purchaser and Seller agree to each file a Form 8594  consistent
with such allocation.

     1.05 Net Worth Adjustment.

     (a)  Promptly  after the Closing  Date,  Seller  shall  prepare,  and,  the
independent  certified public  accountants of Seller the  ("Accountants")  shall
audit, a statement of assets and liabilities actually assumed by Purchaser as at
the Closing Date (the "Closing Date Net Worth Statement").  The Closing Date Net
Worth  Statement  shall set forth on its face the Net Worth of the  Seller as at
the  Closing  Date (the  "Closing  Date Net  Worth").  For the  purposes of this
Agreement,  the Net  Worth of the  Seller  shall  be the net  book  value of the
Acquired  Assets  less the  Assumed  Liabilities.  The  Closing  Date Net  Worth
Statement shall be (i) prepared in accordance with GAAP, applied on a consistent
basis  throughout  the  period  indicated  and on a basis  consistent  with  the
preparation of the corresponding  Seller Financial  Statements as at, or for the
years ended,  September  30, 1996 and September 30, 1995 and (ii) audited by the
Accountants in accordance with generally  accepted  auditing  standards and this
Agreement.

     (b) Within 30 days  following  the Closing  Date,  Seller shall  deliver to
Purchaser the Closing Date Net Worth Statement,  together with the audit working
papers of the  Accountants  and an opinion  and  special  purpose  report of the
Accountants  certifying without  qualification that (i) their examination of the
Closing Date Net Worth Statement was made in accordance with generally  accepted
auditing standards and accordingly included such tests of the accounting records
and  such  other  audit   procedures  as  they   considered   necessary  in  the
circumstances,  and (ii) the Closing Date Net Worth  Statement has been prepared
in accordance with GAAP,  applied on a consistent  basis  throughout the periods
indicated and on a basis  consistent with the  preparation of the  corresponding
Annual Financial  Statements as at or for the years ended September 30, 1996 and
September 30, 1995 and fairly present the net worth of Seller, as at the Closing
Date.
<PAGE>
     (c) Within 5 days of the receipt of the Closing  Date Net Worth  Statement,
Seller shall pay the Purchaser, by wire transfer to a bank account designated in
writing by the Purchaser, the amount, if any by which the net worth as set forth
on the Closing Date Net Worth  Statement  (the "Closing Date Net Worth") is less
than a negative Two Hundred Thousand Dollars (-$200,000) (the "Shortfall").

     (d) Within 45 days  following  receipt by Purchaser of the Closing Date Net
Worth  Statement,  the  accompanying  working papers and the opinion and special
purpose  report,  Purchaser  shall  deliver to Seller a letter (i) stating  that
Purchaser  concurs  with the Closing  Date Net Worth  Statement  or (ii) setting
forth  Purchaser's  objections  to the  Closing  Date Net  Worth  Statement.  If
Purchaser  shall not have sent to Seller any  communication  within  such 45 day
period,  Purchaser  shall be deemed to have  accepted the Closing Date Net Worth
Statement.  If Purchaser and Seller are unable to resolve Purchaser's objections
to the Closing Date Net Worth  Statement  within 15 days after receipt by Seller
of such letter,  any such objections as remain  unresolved  shall be resolved by
final binding  arbitration of Coopers & Lybrand (the "Referee").  If the Referee
determines   that  the   resolution  of  a  given   disputed  item  requires  an
interpretation  of law,  then the Referee  may request a legal  opinion of a law
firm  selected by the Referee,  so long as such firm has no client  relationship
with any party hereto, as to such matter. The unresolved disputed items, if any,
will be solely as determined by the Referee.  The cost of such Referee's  review
(including  reasonable  attorneys'  fees, if any) shall be borne by the party or
parties as  determined  by the Referee.  If the Net Worth as  determined  by the
Referee is greater  or less than the  amount set forth on the  Closing  Date Net
Worth Statement,  then promptly following receipt of such determination,  and in
any event no later than 3 business days following receipt thereof, the Purchaser
or Seller,  as the case may be, shall pay the other such party by wire  transfer
an amount so that the amount that would have been  required  under  Section 1.05
had such payment been made based on the Net Worth as  determined  by the Referee
shall have been paid.

     (e) During the period of Seller's preparation of the Closing Date Net Worth
Statement, Purchaser and KPMG Peat Marwick LLP, Purchaser's independent auditors
("KPMG"),  shall be permitted to observe the audit and review the audit  working
papers of the Accountants.  During the preparation of the Closing Date Net Worth
Statement and the period of any dispute within the contemplation of this Section
1.05,  Purchaser shall (i) provide Seller and the  Accountants,  upon reasonable
notice  and at  Seller's  reasonable  expense,  with  copies of all such  books,
records and documents reasonably necessary to prepare the Closing Date Net Worth
Statement and resolve any dispute  related  thereto,  to the extent required for
the  preparation  of the Closing Date Net Worth  Statement and resolution of any
dispute  related  thereto  (ii)  provide  Seller and the  Accountants  with such
cooperation  from  Purchaser,  as may  reasonably  be requested by Seller or the
Accountants  in connection  with the  preparation  of the Closing Date Net Worth
Statement.
                                   ARTICLE 2.
                Representations and Warranties Concerning Seller
                ------------------------------------------------
      Seller and the  Stockholder  hereby  jointly and  severally  represent and
warrant to Purchaser as follows:

     2.01.  Description  and Lists.  Schedules  2.01(a)  through  2.01(n) hereto
contain the following  information and all such information is true, correct and
complete:

          (a) Schedule 2.01(a) contains a brief  description of all interests in
real  property  owned,  leased,  subleased or  otherwise  used or claimed by the
Seller,  stating the location of such property and, if  applicable,  the name of
the Landlord.  There are no contracts or commitments by the Seller to hereafter:
(x) acquire (in fee or as a leasehold);  (y) mortgage or otherwise encumber;  or
(z) lease (as lessor or sublessor or as lessee or  sublessee)  any real property
or interests therein;
<PAGE>
          (b) Schedule  2.01(b)  contains a list of all Intangible  Property (as
defined in Section  2.11 hereof)  indicating  any  applications,  registrations,
filings or notices  associated  therewith and indicating whether such Intangible
Property is owned or licensed;

          (c) Schedule  2.01(c)  contains  (except as may be listed on any other
Schedule to this Agreement):  (i) a list and description  (including the subject
matter,  annual rent and expiration  dates) of each lease agreement to which the
Seller is a party with respect to personal property; (ii) a list and description
(including  the subject  matter,  payment  terms and  expiration  dates) of each
written agreement or understanding of the Seller (including, without limitation,
any  agreement or document  relating to any merger,  reorganization,  bankruptcy
proceeding,   business   acquisition,   transaction  or  transactions   for  the
acquisition  of all or any  substantial  portion  of the assets of any person or
involving the assumption of the liability of any person  involving the Seller or
any of its direct or indirect predecessors),  and a list and description of each
oral agreement or understanding of the Seller,  in each case involving in excess
of $10,000  or having a  remaining  term of more than six  months  from the date
hereof;  and (iii) a list and description of each purchase order for merchandise
and all other purchase orders in excess of $10,000 (or series of purchase orders
with a single  entity or related  entities) to which the Seller is a party and a
statement that the Seller is not a party to any sales orders;

          (d)  Schedule  2.01(d)  contains  a list  of:  (i)  all  officers  and
directors of the Seller;  (ii) the names and current  annual salary rates of all
present  employees and agents of the Seller  compensated  on a non-hourly  basis
(including,  without  limitation,  benefits and bonuses);  (iii) all written and
oral  employment or  compensation  agreements  with each employee of the Seller,
other than oral  agreements  with employees who are employed by the Seller on an
at-will  basis;  and (iv) a list of the number of  employees  compensated  on an
hourly basis and their hourly wages.

          (e) Schedule  2.01(e)  contains:  (i) a list and brief  description of
each  agreement,  mortgage or other  instrument or other  arrangement  regarding
money  borrowed  or  obligations  guaranteed  by the Seller or letters of credit
issued at the request or on behalf of the Seller and (ii) the  principal  amount
outstanding as of the date hereof under each such  arrangement  and the interest
thereon as of September 12, 1997;

          (f) Schedule 2.01(f) contains: (i) the name of every bank in which the
Seller has an account or safe deposit box; (ii) the  identifying  numbers of all
such accounts and safe deposit boxes;  and (iii) the names of all persons having
power to borrow, discount debt obligations, cash or draw checks or otherwise act
on behalf of the Seller in any dealings with such banks;

          (g) Schedule 2.01(g) contains a schedule of the accounts receivable of
the Seller as of  September  12, 1997,  which  schedule  sets forth  information
regarding the aging of such accounts receivable;

          (h)  Schedule  2.01(h)  contains  a  list  of  each  approved  capital
expenditure project (including without limitation,  each construction  project),
including projects which have been commenced but are not yet completed, projects
which have not been  commenced and projects which have been completed in respect
of which payment has not been made, each within the past twelve (12) months;

          (i)  Schedule  2.01(i)  contains  a list of each  supplier  from which
purchases of merchandise or other purchases in excess of $5,000 were made by the
Seller  during the period from July 1, 1997 through a date no earlier than three
days  prior  to the  execution  and  delivery  hereof  and  the  amount  of such
purchases;
<PAGE>
          (j) Schedule  2.01(j) contains copies of the Articles of Incorporation
and By-Laws of the Seller, each as amended to date;

          (k) Schedule 2.01(k) contains a list and brief description of: (i) all
claims  for  workers  compensation  during the  period  commencing  July 1, 1997
through a date no earlier  than three days prior to the  execution  and delivery
hereof;  and (ii) all claims for  products  liability  now  pending  against the
Seller or which have been pending  against the Seller or any  Predecessor at any
time during the past five years;

          (l)  Schedule  2.01(l)  contains  a list of the  names of all  persons
holding  powers of attorney  from the Seller or  authorized to act as agents for
the Seller;

          (m) Schedule  2.01(m)  contains a list of all  machinery and equipment
owned by the Seller,  including the net book value per item whether or not fully
depreciated or expensed; and

          (n)  Schedule  2.01(n)  contains a list and brief  description  of all
policies  of fire,  liability,  title,  products  liability  and other  forms of
insurance held by the Seller  together with a list and brief  description of all
claims of the Seller which have been submitted to any insurer but which have not
been finally disposed of.

     The Seller has furnished to the Purchaser true, correct and complete copies
of all documents,  instruments and agreements which are referred to or otherwise
related to any item  referred to in Schedules  2.01(a)  through  2.01(n) and all
amendments, modifications,  supplements, renewals or consolidations with respect
thereto,  all of which are  included in a separate  Volume I, the cover of which
has been executed by the parties hereto.

     2.02.     Corporate Organization; Authority.

          (a)  The  Seller  is  duly  organized,  validly  existing  and in good
standing  under the laws of the State of Indiana.  The Seller has full corporate
power and  authority  to carry on its  business  as such  business  is now being
conducted and to own the  properties  and assets it now owns. The Seller is duly
qualified  or licensed to do  business as a foreign  corporation  and is in good
standing in each  jurisdiction  set forth on Schedule 2.02 hereto (together with
the state in which the Seller is organized, the "Disclosed Jurisdictions"), such
listed  jurisdictions  constituting all those in which its ownership of property
or the conduct of its business requires such qualification.  Throughout the past
five (5) years the name of Seller has been Benham Press Inc. and Seller has done
business  solely  under that name or under the name Benham  Press,  Inc.  and no
other names, for the past five (5) years.  The executive  offices of Seller have
been located at 1160 West 16th  Street,  Indianapolis,  Indiana  46202 and at no
other location for the past five (5) years.

          (b) Seller has full  corporate  power and authority to enter into this
Agreement  and the Documents and to  consummate  the  transactions  contemplated
thereby.  The Board of  Directors  and the  Stockholder  of Seller has taken all
action  required to authorize the  execution and delivery of this  Agreement and
the Documents by Seller,  the performance of the obligations of Seller hereunder
and thereunder and the consummation by Seller of the  transactions  contemplated
hereby and thereby.  No other  corporate  proceedings  on the part of Seller are
necessary to authorize  the  execution  and delivery of this  Agreement  and the
Documents by Seller or the  performance by Seller of its  obligations  hereunder
and  thereunder.  The  Agreement  and each  Document will be a valid and binding
agreement of Seller, enforceable against Seller in accordance with its terms.
<PAGE>
          (c) The  corporate  records of the Seller are  complete,  correct  and
current in all material respects,  with all necessary signatures,  and have been
maintained in accordance with good business practices.

     2.03. Capitalization. Schedule 2.03 hereto lists the authorized, the issued
and the  outstanding  capital stock (the  "Stock") of Seller.  All shares of the
Stock  are owned by the  Stockholder  and are  validly  issued,  fully  paid and
non-assessable, with no personal liability attached to the ownership thereof.

     2.04.  Subsidiaries.  The Seller has no  subsidiaries.  The Seller  owns no
interest,  directly  or  indirectly,  and  has no  commitment  to  purchase  any
interest,  direct  or  indirect,  in  any  other  corporation,   partnership  or
enterprise.

     2.05.  No Violation.  Except as set forth in Schedule 2.05 hereto,  neither
the execution  and delivery of this  Agreement or of any of the  Documents,  the
performance by the Seller of its obligations  hereunder and thereunder,  nor the
consummation  of the  transactions  contemplated  hereby or  thereby  will:  (i)
violate  any  provisions  of the  Articles  of  Incorporation  or By-laws of the
Seller;  (ii) with or without  the giving of notice or the  passage of time,  or
both,  violate,  or be in conflict with, or constitute a default under, or cause
or permit the  termination  or the  acceleration  of the  maturity of, any debt,
contract,  agreement or  obligation  of the Seller or require the payment of any
prepayment or other penalty with respect thereto; (iii) require notice to or the
consent  of any  party  to  any  agreement  or  commitment,  including,  without
limitation,  any lease, or sublease or license,  to which the Seller is a party,
or by which it or its properties is bound or subject or permit any such party to
renegotiate,  receive a refund with respect to,  modify or otherwise  change any
such agreement or  commitment;  (iv) result in the creation or imposition of any
security interest, lien, or other encumbrance upon any property or assets of the
Seller under any agreement or commitment to which it is a party,  or by which it
or its properties is bound or subject;  or (v) violate any statute or law or any
judgment,  decree,  order,  regulation  or rule  of any  court  or  governmental
authority to which the Seller or its properties is bound or subject.

     2.06.  Consents and  Approvals  of  Governmental  Authorities.  No consent,
approval or authorization of, or declaration,  filing or registration  with, any
governmental  or regulatory  authority is required to be made or obtained by the
Seller in  connection  with the  execution  or  delivery  by the  Seller of this
Agreement  or  any of the  Documents,  the  performance  by  the  Seller  of its
obligations  thereunder or the  consummation  by the Seller of the  transactions
contemplated thereby.

     2.07. Financial Statements of the Seller. Seller has delivered to Purchaser
accurate and complete  copies of its balance  sheet as of September 30, 1996 and
the related  statements of income and retained earnings and changes in financial
position for the periods ended  September  30, 1995 and September 30, 1996,  and
the notes  thereto,  accompanied by a report thereon by Geo. S. Olive & Co., the
Accountants (the "Audited Financial Statements"), as well as a balance sheet and
related  statements  of income and  retained  earnings  as of June 30, 1997 (the
"Internal   Financial   Satements"  and,  together  with  the  Audited  Financal
Statements,  the "Financial Statements").  The Audited Financial Statements: (a)
present fairly the financial position of the Seller at the dates thereof and the
results of its  operations  and the changes in its  financial  positions for the
periods then ended;  and (b) have been  prepared in  conformity  with  generally
accepted  accounting  principles  consistently  applied.  The Internal Financial
Statements  present  fairly  the  financial  position  of the Seller at the date
thereof  and the  results of its  operations.  All  inventory  reflected  in the
Financial Statements is saleable in the ordinary course of business at usual and
customary  prices,  subject to normal returns and markdowns  consistent with the
Seller's past practice and experience.  The books of account and other financial
records of the Seller are in good order and have been properly maintained in all
material respects.
<PAGE>
     2.08. No  Undisclosed  Liabilities;  No Dealings with  Officers.  Except as
disclosed  in  Schedule  2.08  hereto,  as of June 30,  1997,  the Seller had no
liabilities or obligations of any nature, whether absolute,  accrued, contingent
or otherwise  and whether due or to become due,  that were not  reflected in the
Financial  Statements or in the notes  thereto other than those  incurred in the
ordinary course of business which do not exceed, in the aggregate $2,000. Except
as  disclosed  in  Schedule  2.08  hereto,  the  Seller  does not,  directly  or
indirectly,  have any contractual arrangement with or commitment,  obligation or
liability to or from any of its Stockholder,  officers,  directors or employees.
Seller has no liabilities or obligations in respect of vacation  benefits due or
accrued  other  than  as  disclosed  on  Schedule  2.08.  Without  limiting  the
generality  of  the  foregoing,   except  as  disclosed  in  Schedule  2.08,  no
stockholder,  officer, director or employee of the Seller was or is, directly or
indirectly,  a joint investor or coventurer,  or owner, lessor, lessee, licensor
or licensee of any real or personal property,  tangible or intangible,  owned or
used by the Seller,  and no such person is, directly or indirectly,  a lender to
or debtor of the Seller.

     2.09.  Absence of Certain  Changes.  Except as set forth in  Schedule  2.09
hereto,  since June 30, 1997,  the Seller has conducted its business only in the
ordinary course in a manner consistent with past practices and has not:

     (a) suffered any material  adverse  change in its  condition  (financial or
otherwise), results of operation, properties, business or prospects;

     (b)  incurred  or entered  into any  agreement  to incur  indebtedness  for
borrowed  money,  or guaranteed  any  liabilities  or  obligations  of any other
person;

     (c) created, permitted or allowed any mortgage,  assignment,  pledge, lien,
security interest,  encumbrance,  restriction or charge of any kind with respect
to its properties, business or assets;

     (d) made or granted any increase in the benefits of or compensation payable
or to become payable to officers or employees  (including any increase  pursuant
to any bonus,  pension,  profit-sharing  or other plan or commitment) or granted
any  severance or  termination  pay to any officer,  director or employee of the
Seller;

     (e) declared,  paid or set aside for payment any dividend or liquidating or
other  distribution in respect of the Stock of the corporation,  or, directly or
indirectly,  redeemed,  purchased or otherwise acquired or agreed to acquire any
shares of Stock or other securities of the Seller;

     (f) written down the value of any inventory or written off as uncollectible
any  notes  or  accounts  receivable,  or  suffered  any  condemnation,  damage,
destruction  or loss (by  destruction,  theft or  otherwise) of or to any of the
Seller's assets or properties of a nature that would interfere with the ordinary
conduct of the  Seller's  business  or that  involves in excess of $2,000 in the
aggregate (whether or not covered by insurance);

     (g) issued or sold any stock, bonds or other corporate securities;

     (h)  acquired  knowledge  of any statute  enacted or any  official  rule or
regulation  adopted by a legislative or administrative  body in any jurisdiction
which statute, rule or regulation specifically addresses,  affects or relates to
the Business,  business  prospects or operations of the Seller and which has had
or would have a materially adverse effect thereon; or

     (i) sold,  transferred,  or otherwise disposed of any tangible asset of the
Seller  or sold,  assigned,  transferred  or  otherwise  disposed  of any of its
Intangible Property; or
<PAGE>
     (j) made any loan, advance or capital  contribution to or investment in any
person; or

     (k) made any  change in any method of  accounting  or  accounting  practice
employed by the Seller.

     2.10.     Title to Property; Leases; Encumbrances.

          (a) The Seller has good and  marketable  title in fee simple to all of
the  real  property  listed  as Item (i) in  Schedule  2.01(a)  hereto,  and the
buildings  and  other   improvements   thereon,   and  all  fixtures  and  other
appurtenances thereto (collectively, the "Real Property"), free and clear of any
encroachment,  mortgage,  pledge, lien, security interest,  encumbrance,  claim,
charge,  covenant,  conditional  limitation,  or other  restriction  of any kind
except for the  following  (collectively,  "Permitted  Encumbrances"):  (i) real
property  taxes,  if any,  affecting  the Real  Property  only,  not yet due and
payable;  (ii) the matters and exceptions set forth in Schedule  2.10(a) hereto;
and (iii) the state of facts  shown on the surveys  listed in  Schedule  2.10(a)
hereto,  as of the date of such  surveys  so  listed.  None of the  improvements
erected  on the  Real  Property  encroach  on  adjoining  property.  None of the
properties constituting the Real Property are located in a Flood Zone as defined
by the Federal  Insurance  Administration.  No  proceeding is pending or, to the
best  knowledge  of Sellers and the  Corporation,  threatened  for the taking or
condemnation  of all or any portion of the Real  Property.  The Real Property is
all of the real  property  owned by the  Corporation.  No person  other than the
Corporation has any oral or written right to lease, sublease or otherwise occupy
any portion of the Real Property.

          (b) There are no leasehold  estates under which the Seller is a lessee
(or  sublessee)  of any real  property or interest  therein (the "Real  Property
Leases").
          (c)  Except  as set  forth in  Schedule  2.10(c)  hereto,  to the best
knowledge of the Seller and the Stockholder,  there are no unrecorded covenants,
deed  restrictions,  easements,  leases,  subleases,  concessions  or  rights of
occupancy  or  mortgages,  pledges,  liens,  security  interests,  encumbrances,
claims,  charges  or other  restrictions  of any kind  which  encumber  the Real
Property.

          (d)  Except  as set  forth in  Schedule  2.10(d)  hereto,  to the best
knowledge of Seller and the Stockholder,  there are no easements,  rights of way
or licenses  necessary for the operation of any of the parcels  constituting the
Real Property which are not in full force and effect.

          (e)  Except  as set forth in  Schedule  2.10(e)  hereto,  (i) the Real
Property and any other properties and assets owned, leased or used by the Seller
in the  operation  of the Real  Property are  adequate  and  sufficient  for the
current  operations  of the Seller,  and such  properties  now being used by the
Seller in its  business and  operations,  whether  leased or owned,  are in good
working  order,  repair and  operating  condition,  are without  any  structural
defects other than minimal  structural  defects which do not affect the value or
use of such  properties,  without any unrepaired  casualty or other damage,  and
have been maintained in accordance with generally  accepted industry  practices,
(ii) the Seller  currently  occupies  and  conducts  its business in the parcels
constituting  the Real  Property,  and (iii) the parcels  constituting  the Real
Property  is occupied  under and in  compliance  with all  permits and  licenses
required for the legal  occupancy  and use of such premises and such permits and
licenses are in full force and effect.

          (f) Except as set forth in  Schedule  2.10(f)  hereto,  the Seller has
good and marketable title to all tangible personal  properties shown as owned by
the Seller on its books and  records,  including,  without  limitation,  all the

<PAGE>
properties and assets  reflected on the Financial  Statements and all properties
and  assets  purchased  by the Seller and  delivered  to it since June 30,  1997
(except for properties and assets sold or disposed of since June 30, 1997 in the
ordinary  course of business) free and clear of any mortgages,  pledges,  liens,
claims,  security  interests or  encumbrances  of any kind  (including,  without
limitation,  any claim  that the  acquisition  of such  property  by the  Seller
constitutes a fraudulent  conveyance).  Schedule  2.10(f) contains a list of all
tangible personal property leased by Seller. The personal  properties and assets
owned or leased by the  Seller  are  adequate  and  sufficient  for the  current
operations of the Seller,  and such  properties  now being used by the Seller in
its business and operations,  whether leased or owned, are in good working order
and  have  been  maintained  in  accordance  with  generally  accepted  industry
practices.

          (g) The Seller has acquired the present  property  listed on Exhibit C
hereto (the "Significant  Equipment")  directly from the manufacture  thereof or
from a dealer of goods of that kind, in a transaction in the ordinary  course of
business.  Exhibit C includes a list of each bill of sale, warranty agreement or
other similar transfer and related agreements associated with the acquisition of
the Significant Equipment by Seller.

          (h) Seller has the right of ingress and egress,  through a public road
or street,  to and from each of the parcels  comprising  the Real  Property.  No
utility easement or right of way which services any portion of the Real Property
may be  terminated  by the owner or mortgagee of any property  through which any
such easement or right of way runs.

     2.11.  Patents,  Trademarks,  Trade Names.  Except as set forth in Schedule
2.11 hereto:  (i) the Seller is the sole owner of or has the full and  exclusive
right to use, for the life of the proprietary  right,  all patents,  trademarks,
service marks, trade names (whether registered or unregistered),  copyrights and
confidential   information   and  has  the   non-exclusive   right  to  use  any
non-confidential information (including, without limitation, know-how, processes
and  technology)  used  in or  necessary  for the  conduct  of the  business  as
heretofore  conducted  (the  "Intangible  Property");  and  (ii) the use of such
Intangible  Property by the Seller does not  infringe on the rights of any other
person and neither the Stockholder nor the Seller has received any notice of any
conflict  with the  asserted  rights of others with  respect to such  Intangible
Property.

     2.12.     Litigation; Compliance with Laws.

          (a) Except as set forth in Schedule  2.12 hereto,  there is no action,
suit,  proceeding or  investigation  pending or, to the best knowledge of either
the Stockholder or the Seller, threatened against or involving the Seller or its
assets (whether or not covered by insurance) and neither the Stockholder nor the
Seller  know of any basis for the  commencement  of any  action,  proceeding  or
investigation against the Seller. There is no outstanding judgment, order, writ,
injunction or decree against the Seller or relating to its assets.

          (b) The Seller has complied and is in compliance with all laws, rules,
regulations,  ordinances, orders, judgments and decrees, the non-compliance with
which, individually or in the aggregate, could result in liability to the Seller
of  $2,000  or  more  (including   without   limitation   applicable   insurance
requirements,  requirements  of any Board of Fire  Underwriters or similar body,
building,  zoning,  occupational  safety and health,  pension,  fair employment,
equal opportunity or similar laws, rules, regulations and ordinances) applicable
to  its  business,  properties,  plants,  structures  or  equipment,  or to  the
construction,  maintenance,  operation or use thereof,  and no condition  exists
which,  with or without  the giving of notice or the  passage of time,  or both,
will result in a violation  of or  liability  under or with  respect to any such
laws, rules, regulations,  ordinances, orders, judgments or decrees currently in
effect or in effect at any time prior to the date hereof.
<PAGE>
     Seller has complied and is in compliance with, and to the best knowledge of
the Seller and the  Stockholders,  the predecessors of Seller have complied with
and  have not  violated,  all  Environmental  Requirements  (including,  without
limitation,  the common law)  applicable  to its business,  properties,  plants,
structures or equipment, or to the construction,  maintenance,  operation or use
thereof,  and no condition exists which, with or without the giving of notice or
the passage of time, or both,  will result in a violation of or liability  under
or with respect to any such Environmental Requirements currently in effect or in
effect at any time prior to the date hereof.

     No  notice,  warning  or  information  request  has  been  received  by the
Stockholder or the Seller with respect to any alleged  violation or violation by
the Seller of any such legal requirements.

          (c) None of the Real Property nor to the best  knowledge of the Seller
and the  Stockholder any real property  previously  owned or leased by Seller or
any of its  predecessors  have  been  used at any  time:  (i) as a site  for the
storage or disposal of waste  (including,  without  limitation,  as that term is
used in the  Resource  Conservation  Recovery Act (the  "Conservation  Act") (42
U.S.C.  901 et seq);  (ii) so as to cause a  violation  of or to give  rise to a
removal  or  restoration  obligation  or  liability  for the costs of removal or
restoration  by others,  or liability for damages to others,  under any statute,
ordinance,  order,  decree,  or under  the  common  law of any  state,  federal,
municipal or other governmental  entity, body or agency having jurisdiction over
any of the Real  Property  or any such  previously  owned  or  leased  property,
including,   without  limitation,  the  Comprehensive   Environmental  Response,
Compensation and Liability Act, as amended  ("CERCLA") (42 U.S.C. 9601 et seq.),
or any similar Environmental Requirement, nor has any such violation, obligation
or liability  been created by the removal by or at the request of the Seller or,
to the best knowledge of the Seller and the Stockholder, any of its predecessors
of any waste from the Real Property or such leased or previously owned or leased
properties,  the  disposition  of  such  removed  waste  or  by  reason  of  the
discontinuance  of operations of any business  conducted at the Real Property or
the previously owned or leased  properties or (iii) to the best knowledge of the
Seller and the Stockholder,  for storage of Hazardous  Materials in USTs, except
as  identified  in the Phase I Report  and the  Closure  Report.  Seller and the
Stockholder  have  delivered to Purchaser  true,  complete and correct copies or
results of any reports,  studies or tests in the  possession  of or initiated by
Sellers or the  Stockholder  pertaining to the existence of Hazardous  Materials
and  other  environmental  concerns  at any  part of the  Real  Property  or any
properties  previously  owned or leased by Seller or any of its  predecessors or
concerning  compliance  with or liability under laws relating to toxic waste and
other  environmental  matters in the operation of the business and properties of
the Seller or any of its predecessors.

     2.13.  Taxes.  All  federal,  state,  local  or  other  returns,   reports,
statements and other documents with respect to federal, state, local and foreign
income taxes, estimated taxes, excise taxes, sales taxes, use taxes, fuel taxes,
gross  receipts  taxes,  franchise  taxes,  withholding,  employment and payroll
related taxes,  property  taxes,  import duties and other taxes,  whether or not
measured  in  whole  or  in  part  by  net-income   (hereinafter,   "Taxes"  or,
individually, a "Tax") required to be filed by the Seller or (to the extent they
concern the Seller) the Stockholder (collectively, the "Returns") have been duly
and timely  filed and complied  with and are complete and correct as filed.  The
<PAGE>
Seller and (to the extent they  concern the  Seller) the  Stockholder  have duly
paid in full all Taxes  shown as due on the  Returns  and,  if not shown as due,
have made adequate  provision for all such Taxes and all such Taxes and reserves
are reflected in the notes to the Financial Statements.  Neither the Stockholder
nor the Seller has received  notice of any claim or claims for additional  Taxes
claimed to be due from it by federal (in a notice of deficiency as authorized by
Section 6212 of the IRC, or a "30-day  letter" as that term is generally used by
the  Internal  Revenue  Service (the  "IRS")),  state,  local or foreign  taxing
authorities  in connection  with any Returns.  Neither the  Stockholder  nor the
Seller has received any notice or notification  that any income tax or other tax
or similar  returns for the Seller are now under  examination  by the IRS or any
other governmental authority. The Seller and the Stockholder have paid all Taxes
required to be paid without the filing of Returns. There are no encumbrances for
any Taxes,  assessments  or  government  charges and levies upon any property or
assets of the Seller.  There are no outstanding  agreements or waivers extending
the  statutory  period of  limitation  applicable  to any Return for any period.
Neither the Seller nor the  Stockholder has filed a statement or agreement under
Section 341(f) of the IRC consenting to have the provisions of Section 341(f)(2)
of the IRC apply to any disposition of any of its assets or property.

     Seller  has paid or will pay all  federal,  state  and  local  sales  taxes
payable  through  Closing Date upon its properties and business and has prepared
or will and  timely  filed or will  prepare  and  timely  file all tax and other
returns  and  reports  which are  required  to be filed in respect of such sales
taxes.

     2.14.     Benefit Plans.

          (a) Schedule 2.14(a) hereto lists all plans,  contracts,  commitments,
programs and policies  (including,  but not limited to, any stock option,  stock
purchase,  stock appreciation right, bonus,  commission,  deferred compensation,
excess benefits, profit sharing, pension, thrift, savings, stock bonus, employee
stock  ownership,  salary  continuation,   severance,  retirement,  supplemental
retirement, short or long-term disability,  hospitalization, major medical, life
and  accident  insurance,  vacation  and sick leave  policies,  union  contract,
non-competition   agreement,   or  other  employee  benefit  plans,   contracts,
commitments,  programs  and  policies)  maintained  by the Seller  (or  formerly
maintained by the Seller at any time)  providing  benefits to any  employee,  or
former  employee or agent of the Seller,  whether or not any of the foregoing is
funded  (i) with  respect to which the  Seller  has an  obligation  or (ii) with
respect  to which the  Seller  has made any  payments  or  contributions  or may
otherwise have any liability,  (collectively,  the "Plans" and  individually,  a
"Plan").  Except  as set  forth on such  Schedule  2.14(a),  the  Seller  has no
commitment to participate in or create any additional Plan.

          (b) Except as set forth on Schedule  2.14(b),  all  obligations of any
kind of the Seller, whether arising by operation of law, by contract, or by past
custom or practice, for (i) payments by the Seller to any trust or other fund or
to any  governmental  or  administrative  authority,  with  respect  to  pension
benefits,   unemployment   compensation  benefits,  social  security,  or  other
benefits, or (ii) salaries,  vacation,  holiday and sick pay, bonuses, and other
forms of compensation  for employees or former employees of the Seller have been
paid,  fully  funded or  adequate  accruals  therefor  or  appropriate  footnote
references have been made in the Financial Statements.

          (c) Seller has provided Purchaser with (i) a copy of each Plan (or, in
the case of any  unwritten  Plan,  descriptions  thereof),  (ii) the most recent
annual  report of Form 5500 file with the IRS with  respect to each Plan,  (iii)
the most recent  summary plan  description  (or similar Plan  document) for each
Plan for which a summary plan  description  is required by applicable law or was
otherwise provide to Plan participants or beneficiaries, (iv) a copy of the most
recent  determination  letter with  respect to the  qualified  tax status of any
Plan,  (v) each trust  agreement or annuity  contract  relating to any Plan, and
each of the  foregoing is true,  complete  and  correct.  Except as set forth in
Schedule 2.14(c), Seller has made all requisite filings with all governmental or
administrative agencies regarding the Plans.
<PAGE>
          (d) Except as set forth in Schedule  2.14(d),  there are no  severance
payments  which are or could  become  payable  by the  Seller  to any  director,
officer,  or any other past or present employee or agent of the Seller under the
terms of any oral or written  agreement  or  commitment  or any  custom,  trade,
practice,  or otherwise and there are no loans outstanding to any participant of
any Plan under any such Plans.

     2.15.  Labor  Matters.  Within  the  last  3  years,  the  Seller  has  not
experienced any labor disputes or any work stoppages due to labor  disagreements
and there is no such  dispute or work  stoppage  threatened  against the Seller.
Except as set forth in  Schedule  2.15  hereto,  no  employee  of the  Seller is
represented  by any  union  or  collective  bargaining  agent  and,  to the best
knowledge  of  Stockholder  and Seller,  there has been no union  organizational
effort in  respect  of any  employees  of the  Seller  within the past three (3)
years.

     2.16.  Purchase and Sale  Commitments.  The  outstanding  purchase and sale
commitments of the Seller are in conformity with the normal,  ordinary and usual
requirements of the business of the Seller, and the contract prices to which the
Seller  has  agreed  in any  outstanding  purchase  or sale  commitment  are not
excessively  high or low,  respectively,  when compared to current market prices
for the relevant materials, products or services.

     2.17.  Insurance.  The insurance coverage of the Seller is adequate for the
assets, business and operations of the Seller. The Seller is not in default with
respect to any provisions or  requirements  of any policy of issuance nor has it
failed to give any  notice or  present  any claim  thereunder  in due and timely
fashion.  Neither the  Stockholder  nor the Seller has  received  any notice and
neither has any  knowledge  of any claims by the Seller  against any policies of
fire, liability,  workmen's compensation or other insurance owned or held by the
Seller,  as to which any insurer is denying  liability  or  defending  under any
reservation of rights clause.  The  Stockholder and the Seller have not received
any notice of  cancellation  or  termination  in respect of any of the insurance
policies listed on Schedule 2.01(n) hereto.

     2.18.  Validity.  Except as set forth in Schedule  2.18 hereto,  all of the
contracts,  agreements,  indentures,  instruments,  plans, leases,  policies and
licenses (collectively, "Contracts") to which the Seller is a party, or by which
it or any of its property or assets may be bound or affected,  are legal,  valid
and binding  obligations  of the Seller,  enforceable  in accordance  with their
terms, are in full force and effect, and: (i) there is no default on the part of
the  Seller  thereunder  or,  to the  best  knowledge  of  the  Seller  and  the
Stockholder,  of any  other  party  thereto;  and (ii)  there is no  claimed  or
purported  or  alleged  breach  or  material  default  in any  obligation  to be
performed  on the part of the Seller  thereunder  or of any other party  thereto
which, individually or in aggregate,  could result in liability to the Seller of
$2000 or more.

     2.19. Finders and Investment Bankers.  Except as set forth in Schedule 2.19
hereto, neither the Seller nor the Stockholder have employed any broker, finder,
investment  banker  or  financial  advisor  as to whom  the  Seller  may have an
obligation to pay moneys,  or incurred any  liability for any brokerage  fees or
commissions or for any finders',  investment  banking or financial advisory fees
for which the Seller may be  responsible  in  connection  with the  transactions
contemplated hereby.

     2.20 Licenses,  Permits and  Authorizations.  To the best of its knowledge,
the  Seller has  obtained  all  material  approvals,  authorizations,  consents,
certificates of occupancy (or local equivalents),  licenses,  franchises, orders
and other permits of all governmental or regulatory  agencies,  whether federal,
state,  local  or  foreign  (collectively,  the  "Approvals")  necessary  to the
operation of its Business as presently conducted including,  without limitation,
the construction,  alteration,  operation, use or occupancy of the Real Property
or any part thereof, or any improvements thereon.  Schedule 2.20 contains a list
of all  Approvals.  Such  Approvals  are in full  force and  effect  and in good
standing.  Seller is not in default under any Approval and there exists no basis
for the termination, suspension or revocation of any such Approvals.
<PAGE>
     2.21.  FIRPTA. . Seller is a "United States person" for purposes of Section
1445 of the IRC.

     2.22.  Entire  Business.  No  portion  of the  business  of the  Seller  is
conducted by the Stockholder or any affiliate of the Stockholder, and all of the
assets  necessary  for the conduct of the  business  of the Seller as  presently
conducted are owned, leased or operated by the Seller.

     2.23.  Disclosure.  No  representation  or  warranty  of the  Seller or the
Stockholder  contained in this  Agreement  or in any of the  Documents or in any
statement or  certificate  furnished  or to be  furnished to Purchaser  pursuant
hereto or thereto in connection  with the  transactions  contemplated  hereby or
thereby  contains or will contain any known untrue  statement of a material fact
or  omits or will  omit to state a known  material  fact  necessary  to make the
statements made herein or therein, in the light of the circumstances under which
they were made, not misleading.

                                   ARTICLE 3.
                   Representations and Warranties of Purchaser
                   -------------------------------------------
     Purchaser hereby represents and warrants to the Stockholder as follows:

     3.01. Organization; Etc. Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.

     3.02. Authorization;  Etc. Purchaser has full corporate power and authority
to enter into this Agreement and the Documents and to carry out the transactions
contemplated  hereby and thereby.  The Board of Directors of Purchaser has taken
all action  required to authorize the  execution and delivery of this  Agreement
and the other  Documents  by  Purchaser,  the  performance  by  Purchaser of its
obligations  hereunder and thereunder and the  consummation  by Purchaser of the
transactions  contemplated hereby and thereby. No other corporate proceedings on
the part of Purchaser  are  necessary to authorize the execution and delivery by
Purchaser of this Agreement or the Documents or the  performance by Purchaser of
its  obligations  hereunder or thereunder.  This Agreement and the Documents are
valid and binding agreements of Purchaser,  enforceable against it in accordance
with their terms.

     3.03. No Violation. Neither the execution and delivery of this Agreement or
the other Documents nor the consummation of the transactions contemplated hereby
or thereby will violate any provisions of the  Certificate of  Incorporation  or
By-laws  of  Purchaser,  or  violate,  or be in  conflict  with,  or  allow  the
termination,  or constitute a default under,  or cause the  acceleration  of the
maturity of, any debt or  obligation  pursuant to any agreement or commitment to
which Purchaser is a party or by which it is bound, or violate any statute,  any
law or any  judgment,  decree,  order,  regulation  or  rule  of  any  court  or
governmental authority to which Purchaser is subject.

     3.04.  Consents and  Approvals  of  Governmental  Authorities.  No consent,
approval or authorization of, or declaration,  filing or registration  with, any
governmental  or  regulatory  authority  is  required  to be made or obtained by
Purchaser in connection  with the  execution,  delivery and  performance of this
Agreement or the Documents or the  consummation by Purchaser of the transactions
contemplated hereby and thereby.  Purchaser has obtained or is in the process of
obtaining all material approvals, authorizations, licenses and permits necessary
to the operation of the Business.
<PAGE>
     3.05.  Certain  Fees.  Purchaser  has  not  employed  any  broker,  finder,
investment  banker or  financial  advisor  or  incurred  any  liability  for any
brokerage  fees  or  commissions  or for any  finders',  investment  banking  or
financial advisory fees in connection with the transactions contemplated hereby.

                                   ARTICLE 4.
                      Conduct of Business Pending Closing.
                      -----------------------------------
     From and after the date hereof until the  Closing,  and except as otherwise
specifically  contemplated by this Agreement and the Documents and the Schedules
and  Exhibits  hereto or thereto,  or  consented  to or approved by Purchaser in
writing, Seller shall conform to the following:

     4.01  Regular  Conduct of  Business.  Except as set forth in Schedule  4.01
hereto,  Seller  shall carry on its  Business  in the same manner as  heretofore
conducted,  and shall not  engage in any  transaction  or  activity  or make any
payments except in the ordinary course of business, and shall not enter into any
agreement  or make any  commitment  with any  partner,  officer,  or employee of
Seller,  or any person  affiliated  with any of the foregoing to the extent that
such  agreement  or  commitment  affects  or could  affect the  Business  or the
Acquired Assets.

     4.02 Amendments.  No change or amendment which shall affect the performance
of  Seller's   obligations   hereunder  or  consummation  of  the   transactions
contemplated  hereby  shall be made in the  Articles of  Incorporation  or other
governing instruments of Seller.

     4.03 Distributions; Redemptions. Seller shall not declare, pay or set aside
for payment any  dividend or other  distribution  in respect of any  outstanding
Stock or other equity  interest or directly or  indirectly  redeem,  purchase or
otherwise acquire any outstanding Stock or equity interest.

     4.04  Organization.  Seller  shall use its best  efforts  to  preserve  its
properties,  assets (reasonable wear and tear excepted),  and legal and business
relationships  with  its  employees,  suppliers,  customers  and  others  having
business relations with Seller.

     4.05 Contracts. Except for contracts entered into in the ordinary course of
business,  relating to or which affects the Business or the Acquired Assets,  no
contracts  or  commitments  involving,  individually,  in excess  of $2,000  (or
$20,000 in the aggregate),  or having a term of more than one (1) year, shall be
entered into by or on behalf of Seller.

     4.06 Consultation with Purchaser.  To the fullest extent practicable and in
accordance with  applicable  law,  Seller shall,  upon of Purchaser from time to
time,  cause its  executive  officers to consult  with and consider the views of
Purchaser in operating the Business through the Closing Date; provided, that the
foregoing  shall not be deemed to give  Purchaser the right to manage or control
Seller prior to the Closing.

     4.07 Maintain Properties. Seller will maintain the Acquired Assets, whether
owned or leased, in good repair,  order and condition,  reasonable wear and tear
excepted and shall not sell, lease, mortgage,  pledge or otherwise dispose of or
agree to sell,  lease,  mortgage,  pledge  or  otherwise  dispose  of any of the
Acquired Assets.

     4.08  Compensation.  Seller will not grant any increase in  compensation to
any partner,  officer,  employee or agent,  other than base salary  increases at
such times and in amounts as are in accordance with past practice, or enter into
or amend any Plan or any employment or consulting agreement.
<PAGE>
     4.09  Liens.  Seller  will not  create,  incur or assume  any  indebtedness
(including,  without  limitation,  under  existing lines of credit and revolving
loans)  other than in the  ordinary  course of business  and in an amount not to
exceed  $2,000 in the  aggregate,  or guarantee or otherwise  become liable with
respect to any indebtedness for borrowed money if such indebtedness or guarantee
may result in the Acquired Assets being or becoming  subject to a lien,  pledge,
security  interest  or other  encumbrance.  Seller  will  not  make any  capital
expenditures  in excess of $3,000 in the  aggregate  and will not make any loan,
advance,  capital  contribution  to or  investment  in, any other  person to the
extent such action may encumber the Acquired Assets.

     4.10 Taxes.  Except for Taxes contested in good faith,  Seller will pay all
Taxes upon its properties and business as they become due and prepare and timely
file all tax and other  returns  and reports  which are  required to be filed in
respect of Taxes.

     4.11  Insurance.  Seller will maintain  insurance upon the Business and the
Acquired Assets and insurance in respect of the kinds of risks currently insured
against, in accordance with its current practice.

     4.12  No  Mergers.  Seller  will  not and  shall  not  agree  to  merge  or
consolidate with any other  partnership or corporation,  or acquire any stock or
other interest, business, or substantially all or any substantial portion of the
property or assets of, any other person, firm, association, corporation or other
business organization.

     4.13 No Solicitation.  Neither Seller,  nor any of its partners,  officers,
directors, employees, representatives,  agents or affiliates, shall, directly or
indirectly,  knowingly encourage, solicit or initiate in any way any discussions
or negotiations  with, nor knowingly provide any information to any corporation,
partnership, person or other entity or group (other than Purchaser),  concerning
any merger, acquisition, tender offer, combination, consolidation,  liquidation,
recapitalization,  reorganization,  purchase or sale of  substantial or material
assets,  purchase or sale of interests  or similar  transactions  involving  the
Business.  Nothing  contained in this Section  4.13 shall  prohibit  Seller from
taking such action  which,  with the advice of  counsel,  may be required  under
applicable  law  or  under  its  fiduciary  duties.  The  Seller  will  promptly
communicate  to  Purchaser  the terms of any  proposal  or inquiry  which it may
receive in respect of any such transaction, or of any such information requested
from it or of any such  negotiations or discussions being sought to be initiated
with   Seller.   Seller   agrees  not  to  release  any  third  party  from  any
confidentiality or standstill  agreement to which Seller is a party, or amend or
modify the terms of any such confidentiality or standstill agreement.

     4.14 No  Breach.  Seller  shall not do any act or omit to do any act which,
with or without  the giving of notice or the  passage  of time,  or both,  would
result in a material  breach of or default  under the  contract,  commitment  or
obligation  of Seller,  which  breach or default has or may result in an adverse
affect on the Business or the Acquired Assets.

     4.15 Due Compliance.  Seller will duly comply in all material respects with
all laws applicable to it and to the conduct of the Business.

     4.16 Accounting Practice.  Seller shall not change any method of accounting
practice  currently  employed by it,  except as required by changes in generally
accepted accounting principles.

                                   ARTICLE 5.
                              Additional Agreements
                              ---------------------
     5.01.  Transfer  Tax.  Stockholder  has and has caused the Seller to comply
with the  requirements  of any  state,  city or local law,  statute,  ordinance,
regulation or otherwise in any state,  city or locality in which any of the Real
Property and the property  demised  under the Real  Property  Leases is located,
which law,  statute,  ordinance  or  regulation  imposes a sales tax,  transfer,
recording or gains tax and/or filing requirement in connection with the transfer
of the Acquired Assets ("Transfer  Taxes").  Seller shall pay all sums due under
the Transfer Taxes in the manner required by law.
<PAGE>
     5.02.  Employment  Agreement.  Purchaser  shall  enter  into  a  Employment
Agreement with Jeffrey Bowe in the form of Exhibit E hereto.

     5.03.  Payment of Certain  Retained  Liabilities.  The Seller  shall pay or
discharge, before the same shall become delinquent, the Retained Liabilities.

     5.04. Payment of Indebtedness to Bank One. Prior to or Simultaneously  with
the Closing, Seller shall discharge its liabilities and obligations to Bank One,
Indianapolis,   Indiana  ("Bank  One")  including,   without   limitation,   all
obligations  arising under the promissory  notes and other loan documents  (the"
Loan  Documents")  using monies  provided by Purchaser  pursuant to the terms of
Section 1.02 (a) hereof;  and shall  provide  Purchaser  with  written  evidence
satisfactory to it that Seller has taken all actions necessary to discharge such
indebtedness  in full  satisfaction  of Seller's  obligations  to Bank One. Such
written  evidence  shall  include a signed  statement  by Bank One  addressed to
Seller and  Purchaser  stating that all  obligations  of the Seller to Bank One,
including,  without limitation,  those obligations under the Loan Documents have
been satisfied and are fully discharged.  In addition,  Seller shall obtain from
Bank One a satisfaction of mortgage and Forms UCC-3 terminating all existing UCC
filings with respect to the Acquired Assets of Seller, as well as undertaking to
take any other  action  Purchaser  may  reasonably  request  to  terminate  such
existing UCC filings, which undertaking shall be relied on by Purchaser.

     5.05.  Continuing Employees;  Severance.  On the Closing Date, Seller shall
terminate all employees of Seller and the  Purchaser  shall offer  employment to
commence  immediately on the Closing Date to all employees of the Seller who are
employed  immediately prior to the Closing Date (other than the Employees listed
on Schedule 5.05  ("Continuing  Employees")),  in the same position held by them
prior to the  Closing  and on terms  and  conditions  that  are,  to the  extent
consistent  with the  Purchaser's  existing  employment  terms,  conditions  and
policies,  comparable to those enjoyed by such  employees  prior to the Closing;
provided,  that the foregoing shall not limit any specific requirement herein as
to coverage for  Continuing  Employees  under  specific plans or programs of the
Purchaser.

     5.06.  Vacation.  As of the  Closing  Date,  the  Purchaser  agrees to make
available to Continuing Employees any vacation days that have accrued but remain
unused by such Continuing  Employees under the Seller's vacation pay policy, the
value of which has not been  paid by the  Seller  to such  employees  as of such
date, and to take account of the credited  service of Continuing  Employees with
the Seller through the Closing Date for purposes of  calculating  entitlement to
vacation time after the Closing Date.

     5.07.  Health and Welfare  Benefits.  As of the Closing Date, the Purchaser
shall  commence  coverage of Continuing  Employees  under any life insurance and
disability  plans,  programs and arrangements that it then provides to its other
employees.  As of the day  following  the  Closing,  the Seller  shall  commence
coverage of Continuing  Employees under any medical,  hospitalization and dental
programs or arrangements that it then provides to its other employees; provided,
that  the  Purchaser  shall  waive  any  preexisting   conditions  exclusion  or
limitation  otherwise  applicable under its medical,  hospitalization and dental
plans.  The Seller shall assume all liability for claims  incurred  prior to the
Closing  Date under its  employee  benefit  plans and  programs,  including  its
medical,  hospitalization  and dental  plans.  The  Purchaser  shall  assume all
liability  for claims  incurred on or after the Closing  Date under its employee
benefit plans and programs,  including its medical,  hospitalization  and dental
plans.  For purposes of this Section 5.08, a claim shall be considered  incurred
at the time goods or services are rendered in connection  with a benefit covered
under the particular plan.
<PAGE>
     5.08. COBRA Rights.  Effective the Closing Date, the Purchaser shall assume
all liability for providing  continuation  coverage  under ERISA Section 602 and
Internal  Revenue Code Section  4980B and any related  state law with respect to
(i) all Continuing  Employees who accept the Purchaser's offer of employment and
who are employed by the Purchaser on the Closing Date,  (ii) any past  employees
of Seller who are receiving such coverage, as listed on Schedule 5.08 hereto and
(iii) any past  employees of Seller who are eligible to receive such coverage on
the  Closing  Date,  as listed on Schedule  5.08  hereof,  including  all notice
requirements and  administrative  obligations  under ERISA, the Internal Revenue
Code and  state  law,  irrespective  of  whether  such  laws  would  impose  any
obligations on the Seller.

     5.09.  Payment of Assumed  Liabilities.  Purchaser  will pay or  discharge,
before the same shall  become  delinquent,  the Assumed  Liabilities;  provided,
however,  Purchaser  shall  not be  required  to pay or  discharge  any  Assumed
Liability  whose amount,  applicability  or validity is being  contested in good
faith  by  appropriate  proceedings  and,  if  required  by  generally  accepted
accounting principles, for which adequate provision has been made.

     5.10 Advice of Change.  Seller and the  Stockholder  will  promptly  advise
Purchaser in writing, upon obtaining knowledge, of: (i) any event which occurred
on or prior to the date of execution  of this  Agreement  that is not  disclosed
herein and any event which occurs after the date of this Agreement, in each case
that would,  under this Agreement or any Exhibit of Schedule  delivered pursuant
hereto,  have been  required to be  disclosed  on the date of  execution of this
Agreement  by Seller of the  Stockholder;  and (ii) any change in the  business,
operations,  prospects, properties, assets or condition, financial or otherwise,
of the Seller.

     5.11.  Reasonable Access. From the date hereof through the Closing,  Seller
shall afford to Purchaser and to its authorized  representatives,  during normal
business  hours,  full access to the plants,  properties,  personnel,  books and
records of the Seller in order that  Purchaser  may have a full  opportunity  to
make such  investigation as it shall reasonably desire to make of the affairs of
the Seller and to obtain copies of relevant documents in connection therewith.

     5.12.  Financing.  Seller  shall  cooperate  with  Purchaser in taking such
actions as may be  reasonably  requested  by Purchaser in taking such actions as
may be reasonably  requested by Purchaser in order to permit Purchaser to obtain
any necessary financing for the transactions contemplated hereby.

     5.13.  Failure to Close.  In the event that the  transactions  contemplated
herein  do not  close on or before  October  15,  1997,  then  either  party may
terminate  this  transaction  by notice to the other  party and each party shall
retain its rights hereunder with respect to any breach by the other party of any
representation,  warranty, covenant or agreement in addition to any other rights
or remedies  that any party  hereto may have  against any other party  hereto in
connection therewith.

     5.14.  Satisfaction  of Closing  Conditions.  Seller,  the  Stockholder and
Purchaser shall use their reasonable business efforts, and the Stockholder shall
cause the Seller to use its  reasonable  business  efforts,  to cause all of the
conditions to the obligations of Seller and Purchaser set forth in Article 6 and
Article 7 hereof to be satisfied.

     5.15. Additional Instruments. Seller, the Stockholder and Purchaser, as the
case may be, at the request of the other, at or after the Closing,  will execute
and deliver, or cause to be executed and delivered,  to the other such documents
and instruments, in addition to those specifically required by the provisions of
this Agreement,  in form and substance reasonably  satisfactory to the other, as
may reasonably be necessary or desirable to carry out or implement any provision
of this Agreement.
<PAGE>
                                   ARTICLE 6.
                              Deliveries at Closing
                              ---------------------
     6.01  Deliveries to Purchaser.  At the Closing,  Seller and the Stockholder
shall deliver to Purchaser the following:

          (a) Purchaser  shall receive the Bill of Sale and  Assignment,  in the
form of Exhibit E hereto.

          (b) Purchaser  shall receive an opinion of Bingham,  Summers,  Welsh &
Spillman,  counsel to Seller and the Stockholder inform and substance reasonably
acceptable to counsel to Purchaser.

          (c)  Purchaser  and any  persons  designated  by  Purchaser  that  are
providing Purchaser with financing, shall receive, certificates of the secretary
and other  appropriate  officers of the Seller,  which  secretary  or  officer's
certificate shall include  certification of by-laws,  Articles of Incorporation,
corporate resolutions and incumbency.

          (d) Purchaser shall receive originals of all certificates of occupancy
(or local equivalents) in Seller's  possession or control,  permits and licenses
with respect to the Real Property,  all guaranties or warranties with respect to
any fixtures,  machinery or equipment located in such premises, and Seller shall
have transferred to Purchaser all transferable permits, licenses, guaranties and
warranties.

          (e) Purchaser  shall receive an Assignment and Assumption of Leases in
respect of equipment leases listed on Schedule 2.10(f) hereof.

          (f) Purchaser  shall receive  evidence  satisfactory to it that Seller
has  discharged,   at  or  simultaneously  with  the  Closing,  its  outstanding
indebtedness to Bank One.

          (g) Purchaser,  and any person  providing  Purchaser  with  financing,
shall receive Forms UCC-3 of Bank One  terminating all existing UCC filings with
respect to the Acquired Assets of Seller.

          (h)  Purchaser  shall  receive  evidence  satisfactory  to it that the
Seller and the Stockholder shall have taken all action necessary and appropriate
to cause,  simultaneously  herewith,  the amendment of the Seller's  Articles of
Incorporation  to  change  its name to BP  Benefits,  Inc.  and to  cease  doing
business  under  the  names  Benham  Press,  Inc.,  BPI  and any  variation  and
permutations  thereof  and a consent  to  Purchaser's  use of the names  "Benham
Press" or "BPI" and any variations and permutations thereof.

          (i)  Purchaser  shall  receive  Volume I, as described in Section 2.01
     hereof.

     6.02.  Deliveries  to Seller.  At the Closing,  Purchaser  shall deliver to
Seller or Stockholder the following:

          (a)  Seller shall receive the Purchase Price.

          (b) Seller shall receive the of Assumption of  Liabilities  Agreement,
in the form of Exhibit B hereto.

          (c) Seller shall receive the Options.

          (d)  Seller  shall  receive  an  opinion  of Blau,  Kramer,  Wactlar &
Lieberman,   P.C.,  counsel  to  Purchaser  in  form  and  substance  reasonably
acceptable to counsel to Seller.
<PAGE>
          (d)  Seller  shall  receive  certificates  of the  secretary  or other
appropriate officers of Purchaser, which secretary or officers certificate shall
include  appropriate   certification  of  by-laws,  Articles  of  Incorporation,
corporate resolutions and incumbency.

          (e) Jeffrey Bowe shall receive the Employment  Agreement,  in the form
of Exhibit D hereto.

                                   ARTICLE 7.
                              Conditions Precedent.
                              --------------------
     7.01.     Conditions to Obligations of the Purchaser.

     The  obligation of the Purchaser to pay the Purchase Price to Seller and to
satisfy its other obligations  hereunder shall be subject to the fulfillment (or
waiver by the Purchaser) at or prior to the Closing, of the following additional
conditions,  which  Seller  agrees  to use  its  best  efforts  to  cause  to be
fulfilled:

          (a) Representations,  Performance. If the Closing Date is not the date
hereof, the representations  and warranties  contained in Article 2 hereof shall
be true at and as of the date hereof and shall be repeated  and shall be true at
and as of the Closing  Date with the same effect as though made at and as of the
Closing Date, except as affected by the transactions contemplated hereby; Seller
shall have duly  performed  and  complied  with all  agreements  and  conditions
required by this Agreement to be performed or complied with by it prior to or on
the Closing  Date;  and Seller shall have  delivered to Purchaser a  certificate
dated the Closing Date, and signed by its Chairman or President and by its chief
financial officer, to the effect set forth above in this section 7.01.(a).

          (b)  Consents.  Any  required  consent to the sale or  transfer of the
Acquired Assets under any agreement or contract shall have been obtained.

          (c) Litigation.  No suit,  action,  arbitration or other proceeding or
investigation  shall be threatened or pending  before any court or  governmental
agency in which it is sought  to  restrain  or  prohibit  or to obtain  material
damages  or other  material  relief in  connection  with this  Agreement  or the
consummation  of the  transactions  contemplated  hereby  or which is  likely to
affect materially the value of the Acquired Assets.

          (d) Payments of Transfer and Recording  Taxes.  Seller shall have paid
all  Transfer  Taxes in  connection  with the sale of the  Acquired  Assets from
Seller to the Purchaser.

          (e) U.C.C. and Lien Search.  The Purchaser shall have received (at its
expense)  copies of a report of a Uniform  Commercial  Code  search  and tax and
judgment lien search in the jurisdictions listed on Schedule 2.02, searching the
relevant  names  of or used  by  Seller  reasonably  satisfactory  in  form  and
substance to the Purchaser.

          (f) Proceedings and Documentation. All corporate and other proceedings
of Seller in connection  with the  transactions  contemplated by this Agreement,
and all documents and instruments incident to such corporate proceedings,  shall
be  satisfactory  in form and  substance to the  Purchaser  and the  Purchaser's
counsel,  and the Purchaser and the Purchaser's  counsel shall have received all
such  receipts,  documents  and  instruments,  or copies  thereof,  certified if
requested, to which Purchaser is entitled and as may be reasonably requested.

          (g) Property Loss. No portion of the Acquired Assets shall,  after the
date hereof and before the Closing Date, have been destroyed or damaged or taken
by  condemnation  under  circumstances  where  the  loss  thereof  will  not  be
substantially  reimbursed  to the  Purchaser  through the proceeds of applicable
insurance or condemnation award.

          (h) Bulk Sales Notice. The Seller shall deliver to Purchaser a list of
creditors,  certified as true, complete and correct, as required by Indiana bulk
sales law and Purchaser  shall deliver to such creditors any notice  required to
be  delivered by such law and any other  similar laws to each of such  creditors
and any other persons entitled to receive such notice.
<PAGE>
          (i) Consents and Approvals. All material licenses,  permits, consents,
approvals,   authorizations,   qualifications  and  orders  of  governmental  or
regulatory  bodies  which are (i)  necessary  to enable the  Purchaser  to fully
utilize the Acquired  Assets as  contemplated  from and after the Closing  shall
have been obtained and be in full force and effect, including licenses,  permits
consents, approvals,  authorizations,  qualifications and orders of governmental
or regulatory bodies held in the name or on behalf of Seller but under which the
Purchaser may legally  continue to conduct such  business or (ii)  necessary for
the  consummation  of the  transactions  contemplated  hereby,  shall  have been
obtained.  Consents by the other parties to each contract  constituting  part of
the Acquired Assets to the assignment to and assumption thereof by the Purchaser
shall have been obtained.

     7.02.     Conditions to Obligations of Seller.

     The  obligation  of  Seller  to  deliver  the  bills of sale,  assignments,
endorsements and other  instruments of transfer  relating to the Acquired Assets
and to satisfy  Seller's  other  obligations  hereunder  shall be subject to the
fulfillment,  on or prior to the  Closing  Date (or  waiver by  Seller),  of the
following conditions, which Purchaser agrees to use its best efforts to cause to
be fulfilled.

          (a) Representations,  Performance, etc. If the Closing Date is not the
date hereof, the  representations  and warranties of the Purchaser  contained in
Article  3  hereof  shall  be true at and as of the  date  hereof  and  shall be
repeated and shall be true at and as of the Closing Date with the same effect as
though made at and as of such time; the Purchaser  shall have duly performed and
complied with all  agreements  and  conditions  required by this Agreement to be
performed  or  complied  with by it prior  to or on the  Closing  Date;  and the
Purchaser  shall have delivered to Seller a certificate  dated the Closing Date,
and signed by its  President or any Vice  President  and by its chief  financial
officer to the effect set forth above in this Section 7.02.(a)

          (b) Proceedings and Documentation. All corporate and other proceedings
in connection with the  transactions  contemplated  by this  Agreement,  and all
documents and instruments  incident  thereto,  shall be satisfactory in form and
substance to Seller and  Company's  counsel,  and Seller and  Company's  counsel
shall have  received all such  receipts,  documents and  instruments,  or copies
thereof,  certified  if  requested,  to which  Seller is entitled  and as may be
reasonably requested.
                                   ARTICLE 8.
                                  Termination.
                                  -----------
    (a)  This Agreement may be terminated at any time prior to the Closing Date:

     (i) by mutual consent of the parties hereto.

     (ii) by the Purchaser by notice to Seller (A) if any of the  conditions set
forth in Section 7.01 hereof shall not, or it becomes  apparent that any of such
conditions  will not, have been fulfilled by November 15, 1997, (B) if Purchaser
shall  not be  satisfied,  in its  sole  discretion,  with  the  results  of its
investigation  of the Business of Seller,  (C) if any material  default under or
material breach of any agreement or condition of this Agreement, or any material
misrepresentation  or material breach of any warranty  contained  herein, on the
part of Seller  shall have  occurred  and shall not have been  cured;  or (D) if
Purchaser   shall  not  be  reasonably   satisfied   with  the  results  of  the
environmental  tests to be performed by Heritage  Environmental  Services,  Inc.
described in their proposal attached as Exhibit F hereto.
<PAGE>
     (iii) by Seller by notice to the  Purchaser,  (A) if any of the  conditions
set forth in Section 7.02 hereof shall not, or it becomes  apparent  that any of
such  conditions  will not, have been  fulfilled by November 15, 1997, or (B) if
any material  default under or material  breach of any agreement or condition of
this  Agreement,  or any material  misrepresentation  or material  breach of any
warranty  contained herein, on the part of the Purchaser shall have occurred and
shall not have been cured.

     (b) In the  event of the  termination  of this  Agreement  pursuant  to the
provisions of Section 8(a) hereof,  this Agreement shall become void and have no
effect,  without any liability on the part of any party hereto or its directors,
officers or Stockholder in respect of this Agreement, except that nothing herein
shall limit the right of either party to seek damages from the other for willful
breach of this Agreement.

                                   ARTICLE 9.
              Representations and Warranties Concerning Stockholder
              -----------------------------------------------------
     The Stockholder hereby represents to the Purchaser as follows:

     9.01. Authority.  The Stockholder has the full right,  capacity,  power and
authority to enter into this  Agreement and the Documents and to consummate  the
transactions  contemplated hereby and thereby.  This Agreement and the Documents
have been duly executed and delivered by the  Stockholder  and constitute  valid
and binding  obligations  enforceable against the Stockholder in accordance with
their terms.

     9.02.  Prohibitions.  Except as set forth in Schedule 9.02 hereto,  neither
the  execution  and  delivery of this  Agreement  or any of the  Documents,  the
performance by the Stockholder of his obligations hereunder and thereunder,  nor
the  consummation of the transactions  contemplated  hereby or thereby will: (i)
with or without the giving of notice or the passage of time,  or both,  violate,
or be in conflict  with, or constitute a default  under,  or cause or permit the
termination or the acceleration
of the maturity of, any debt or  obligation  of the  Stockholder  or require the
payment of any pre-payment or other penalty with respect  thereto;  (ii) require
notice to or the consent of any party to any agreement or commitment, including,
without  limitation,  any lease or license or any agreement including a right of
first refusal or similar right, to which the Stockholder is a party, or by which
he or his  properties  is bound or  subject;  (iii)  result in the  creation  or
imposition  of any  security  interest,  lien,  or  other  encumbrance  upon any
property or assets of the Stockholder under any agreement or commitment to which
he is a party,  or by which he or his  properties  is bound or subject;  or (iv)
violate any statute or law or any judgment, decree, order, regulation or rule of
any court or  governmental  authority to which the Stockholder or his properties
is bound or subject.
     9.03.  Consents and  Approvals  of  Governmental  Authorities.  No consent,
approval or authorization of, or declaration,  filing or registration  with, any
governmental  or regulatory  authority is required to be made or obtained by the
Stockholder in connection  with the execution and delivery by the Stockholder of
this  Agreement or the  Documents,  the  performance  by the  Stockholder of his
obligations  hereunder or thereunder or the  consummation  by the Stockholder of
the transactions contemplated hereby or thereby.
<PAGE>
                                   ARTICLE 10.
                                 Indemnification
                                 ---------------
     10.01. Indemnity of Seller and Stockholder.  Purchaser agrees to indemnify,
defend and hold the Seller and the Stockholder harmless from and against any and
all Losses (as hereinafter  defined) arising out of or resulting from the breach
by Purchaser of any representation, warranty, covenant or agreement of Purchaser
contained in this Agreement or the Documents including,  without limitation, the
failure to pay any Assumed Liability.  For purposes of this Article 10, the term
"Losses"  shall  mean all  damages,  costs and  expenses  (including  reasonable
attorneys'  fees) of every kind,  nature or description,  it being the intent of
the parties  that the amount of any such Loss shall be the amount  necessary  to
restore  the   indemnified   party  to  the  position  it  would  have  been  in
(economically  or otherwise),  including any costs or expenses  incident to such
restoration,  had the breach,  event,  occurrence or condition  occasioning such
Loss never occurred.

     10.02.  Indemnity of Purchaser.  The Stockholder and the Seller jointly and
severally  agree to  indemnify,  defend  and hold  Purchaser  harmless  from and
against any and all Losses  arising out of or  resulting  from (a) the breach by
Stockholder of any representation,  warranty, agreement or covenant contained in
this Agreement or the Documents  (including  all Exhibits and Schedules  hereto)
and (b) the imposition of any Retained  Liability on Purchaser;  provided,  that
Purchaser  shall have the right to offset any Losses arising out of or resulting
from the  imposition  of any Retained  Liability  on Purchaser  against any fees
payable  to  the  Stockholder   pursuant  to  any  Employment   Agreement.   The
indemnification  provided  by the  Stockholder  hereunder  shall  be as  primary
obligor  and not as  guarantor,  and  without  those  defenses  available  under
applicable law to a surety.

     10.03.    Indemnification Procedure.

          (a) An indemnified  party shall notify the  indemnifying  party of any
claim of such indemnified party for indemnification  under this Agreement within
thirty days of the date on which such indemnified  party or an executive officer
or representative of such indemnified party first becomes aware of the existence
of such claim; provided,  however, that in case the Purchaser is the indemnified
party for  purposes of this  Section  10.03,  such  thirty-day  period shall not
commence until the date on which an executive officer of Purchaser first becomes
aware of such  claim.  Such  notice  shall  specify  the nature of such claim in
reasonable detail and the indemnifying party shall be given reasonable access to
any documents or properties  within the control of the indemnified  party as may
be useful in the  investigation  of the basis for such claim.  The failure to so
notify the indemnifying party within such thirty-day period shall not constitute
a waiver of such claim but an indemnified party shall not be entitled to receive
any  indemnification  with  respect to any  additional  loss that  occurred as a
result of the failure of such person to give such notice.

     In the event any indemnified party is entitled to indemnification hereunder
based upon a claim asserted by a third party  (including a claim arising from an
assertion or potential  assertion of a claim for Taxes),  the indemnifying party
shall be given prompt notice thereof,  in reasonable  detail.  The failure to so
notify the indemnifying party shall not constitute a waiver of such claim but an
indemnified  party shall not be entitled  to receive  any  indemnification  with
respect to any Loss that  occurred  as a result of the failure of such person to
give such notice. The indemnifying party shall have the right (without prejudice
to the right of any  indemnified  party to  participate  at its expense  through
counsel of its own  choosing) to defend or  prosecute  such claim at its expense
and  through  counsel  of its own  choosing  if it gives  written  notice of its
intention to do so not later than twenty days  following  notice  thereof by the
indemnifying party or such shorter time period as required so that the interests
of the indemnified  party would not be materially  prejudiced as a result of its
failure to have received such notice; provided,  however, that if the defendants
in any action shall include both an indemnifying  party and an indemnified party
and the indemnified party shall have reasonably  concluded that counsel selected
by the indemnifying party has a conflict of interest because of the availability
of different or additional  defenses to the indemnified  party,  the indemnified
party  shall have the right to select  separate  counsel to  participate  in the
<PAGE>
defense of such action on its behalf, at the expense of the indemnifying  party.
If the  indemnifying  party does not so choose to defend or  prosecute  any such
claim  asserted  by a third  party  for  which any  indemnified  party  would be
entitled  to  indemnification  hereunder,  then the  indemnified  party shall be
entitled to recover from the indemnifying  party, on a monthly basis, all of its
attorneys'  reasonable  fees and other costs and expenses of  litigation  of any
nature  whatsoever  incurred in the defense of such claim.  Notwithstanding  the
assumption of the defense of any claim by an indemnifying party pursuant to this
paragraph,  the  indemnified  party shall have the right to approve the terms of
any settlement of a claim (which approval shall not be unreasonably withheld).

          (b) The indemnifying  party and the indemnified  party shall cooperate
in furnishing evidence and testimony and in any other manner which the other may
reasonably  request,  and shall in all other respects have an obligation of good
faith dealing,  one to the other, so as not to unreasonably  expose the other to
an undue risk of loss. The indemnified  party shall be entitled to reimbursement
for  out-of-pocket  expenses  reasonably  incurred by it in connection with such
cooperation.  Except for fees and expenses for which indemnification is provided
pursuant to Section 10.01 or Section 10.02,  as the case may be, and as provided
in the  preceding  sentence,  each party  shall  bear its own fees and  expenses
incurred pursuant to this paragraph (b).

     10.04.    Special Provisions Relating to Environmental Matters.

          (a)  Definitions.

     Hazardous Material.  As used in this Agreement,  "Hazardous Material" means
any substance:  (i) the presence of which requires  investigation or remediation
under any federal, state or local statute, regulation, ordinance, order, action,
policy or common law; or (ii) which is defined as a waste, substance, pollutant,
contaminant  or other  material that is toxic,  dangerous or hazardous,  or as a
pesticide  or  petroleum  product  under any  federal,  state or local  statute,
regulation,   rule  or  ordinance  or  amendments  thereto  including,   without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act (42 U.S.C.,  Section 9601 et. seq.)  and/or the  Resource  Conservation  and
Recovery Act (42 U.S.C., Section 6901 et. seq.).

          Environmental Liabilities.  As used in this Agreement,  "Environmental
Liabilities" means: (i) all claims,  judgments,  liabilities,  damages,  losses,
penalties,  fines, (including strict liability),  encumbrances or liens, in each
case with  respect  to claims by a third  party  arising  from or related to the
existence,  creation or occurrence of the Pre-closing Liability Conditions,  and
the costs and expenses of  investigation  and defense of any such claim, as well
as any good faith settlement thereof; (ii) damages to third parties for personal
injury, or injury to property or natural resources  occurring on or off any Real
Property arising from or related to the existence, creation or occurrence of the
Pre-closing  Liability  Conditions;  and (iii) fees incurred for the services of
attorneys,  consultants,  contractors, experts, laboratories and all other costs
incurred in connection with the  investigation or remediation of any of the Real
Property arising from or related to the existence, creation or occurrence of the
pre-closing liability Conditions, to the extent required by paragraph (d) below.

     For the purposes  hereof,  "third party" means a person other than: (i) one
of the parties to this  Agreement or (ii) an heir,  estate,  assign,  successor,
parent or affiliate corporation, or subsidiary corporation of one of the parties
to this Agreement.
<PAGE>
          Environmental Requirements. As used in this Agreement,  "Environmental
Requirements"  means  all  applicable  present  statutes,   regulations,  rules,
ordinances,  codes  of  all  governmental  agencies,  departments,  commissions,
boards, bureaus, or instrumentalities of the United States, states and political
subdivisions  thereof including,  without limitation the Conservation and CERCLA
and all applicable judicial,  administrative, and regulatory decrees, judgments,
and orders  relating to the protection of the  environment,  including,  without
limitation, all requirements, pertaining to the health and safety of employees.

     Phase I  Report.  As used in this  Agreement,  "Phase I  Report"  means the
August 7, 1997 report prepared by HOK/K Industrial, Inc.

     Closure  Report.  As used in this  Agreement,  "Closure  Report"  means the
August 15, 1997 report prepared by Keramida Environmental, Inc.

          (b) The  Seller  agrees  to  indemnify,  defend,  reimburse  and  hold
harmless the Purchaser from and against any and all  Environmental  Liabilities.
The Purchaser  hereby  waives any and all other claims  against the Seller under
any Environmental Requirements or common law.

          (c) In addition,  the Seller  shall,  at its own  expense,  defend all
claims,   suits  and  administrative   proceedings   relating  to  Environmental
Liabilities  and  conduct  all  negotiations  of any  description,  and  pay and
discharge, when and as the same become due, any and all judgments,  settlements,
penalties or other sums due against the Purchaser,  but in each case only to the
extent relating to Environmental  Liabilities.  The Purchaser shall cooperate in
such activities to the extent reasonably requested by the Seller. The Seller, as
reasonably requested by the Purchaser,  shall keep the Purchaser apprised of the
status of all such claims,  suits,  administrative  proceedings and negotiations
and provide to the Purchaser  copies of all relevant  documents and legal papers
pertaining thereto.

          (d) The Seller  shall,  at its sole cost and  expense  but only to the
extent relating the Environmental Liabilities, take all actions to remediate any
of the Lease  Properties  that are  required  or  reasonably  necessary  to meet
Environmental  Requirements,  but only to the extent  that such  remediation  is
required as a result of Environmental  Liabilities  ("Environmental  Work"). The
Seller shall proceed  diligently with such  investigatory  and remedial actions,
provided  that in all  cases,  such  actions  shall  be in  accordance  with all
applicable  requirements  of  governmental  entities.  Any such actions shall be
performed in a good, safe and workmanlike  manner. The Seller shall use its best
efforts to minimize any impact on the business conducted by the Purchaser at the
Leased  Property  involved;  provided  that such  efforts  shall not include the
incurrence of any additional costs unless such costs are borne by the Purchaser.
The Seller shall promptly provide to the Purchaser copies of testing results and
reports  that are  generated  in  connection  with  the  above  activities.  The
Purchaser shall grant to the Seller  reasonable  access to the Leased Properties
to perform  Environmental  Work. Anything else in this Agreement to the contrary
notwithstanding,  the Seller shall not be responsible or liable to the Purchaser
for any  consequential or incidental  damages to the Purchaser on account of the
performance of any Environmental  Work,  including  without  limitation any lost
profits  resulting  from  complete  or  partial  shutdowns  required  during the
performance of Environmental Work.

          (e) Whenever the Purchaser  shall become aware of or receive notice or
other  communication  of any actual or  threatened  Environmental  Liability for
which  the  Purchaser  claims  it  is  entitled  to  indemnification  hereunder,
including  but not  limited to,  notice or other  communication  concerning  any
actual  or  threatened   investigation,   inquiry,   lawsuit,  claim,  citation,
directive,  summons,  proceeding,  complaint, notice, order, writ or injunction,
relating to same, the Purchaser shall deliver to the Seller,  within ten days of
the  receipt  of such  notice  or  communication  by the  Purchaser,  a  written
description of any actual or threatened Environmental  Liability,  together with
copies of any documents evidencing same.
<PAGE>
          (f) Failure by the  Purchaser to provide  prompt  notice to the Seller
hereunder  shall not avoid the Seller's  obligation  to indemnify  the Purchaser
except to the extent that the Seller was actually prejudiced thereby.

     10.05 Survival of Representations  and Warranties.  All representations and
warranties  contained in this  Agreement or in any  certificate or other writing
delivered  pursuant  hereto shall  survive the Closing.  The  obligation  of the
Seller and  Stockholder  to  indemnify  the  Purchaser  and of the  Purchaser to
indemnify  the  Seller  and  Stockholder   hereunder  shall  survive  until  the
expiration of two years after the Closing.  The foregoing  limitations shall not
apply to any  existing  claim for Losses as to which the  indemnified  party has
notified the  indemnifying  party in reasonable  detail before the date on which
the respective  obligations to indemnify would otherwise  expire pursuant to the
foregoing  limitations.  Any  representation  and warranty herein or in any such
certificate  or writing shall be deemed to have been relied upon by the party or
parties to which made,  notwithstanding  any investigation or inspection made by
or on behalf of such party or parties  and shall not be  affected in any respect
by any such investigation or inspection.

     10.06 Limitation on Indemnification. Notwithstanding anything herein to the
contrary the maximum  aggregate amount of liability for  indemnification  of the
parties under Sections 10.01, 10.02 and 10.04 shall not exceed the amount of the
total consideration for the Acquired Assets to be paid to the Seller,  including
the amount of the Assumed Liabilities assumed by Purchaser.

                                   ARTICLE 11.
                        Confidentiality; Non-Competition
                        --------------------------------
     11.01 Confidentiality. Seller and the Stockholder agree not to, directly or
indirectly,  divulge or  communicate  to any  person  nor shall they  direct any
employee,  representative  or agent of Purchaser or its affiliates to divulge or
communicate  to any person or entity or use to the detriment of the Purchaser or
for the benefit of any other person or entity,  including without limitation any
competitor,  supplier, licensor, licensee or customer of the Purchaser or Press,
any  confidential or proprietary  data or information  relating to the Business.
The term  "confidential  or  proprietary  data or  information"  as used in this
Agreement  shall  mean  information  not  generally  available  to  the  public,
including, without limitation, all database information,  personnel information,
financial   information,   customer  lists,   account  lists  or  other  account
information,  names,  telephone  numbers or  addresses,  supplier  lists,  trade
secrets,  patented or  proprietary  information,  forms,  information  regarding
operations,  systems, methods,  financing,  services, know how, computer and any
other  processed or collated data,  computer  programs,  pricing,  marketing and
advertising data of Benham as of the date hereof.

     11.02 Non-Competition. For a period of five (5) years from the date hereof,
Seller  and its  affiliates  shall  not,  without  the  written  consent  of the
Purchaser,  directly or indirectly,  (i) become associated with, render services
to,  invest in,  represent,  advise or otherwise  participate  in as an officer,
employee, director, stockholder,  partner, promoter, agent of, consultant for or
otherwise,  any business which is conducted in any of the jurisdictions in which
the  Purchaser's  business  is  conducted  and  which  is  competitive  with the
manufacturing  and printing  specialty  packaging  business;  (ii) for their own
account or for the account of any other person or entity (A) interfere  with the
Purchaser's  relationship  with  any  of  its  suppliers,   material  customers,

<PAGE>

accounts,  brokers,  representatives or agents or (B) contact,  telephone, meet,
solicit or transact any business with any material customer, account or supplier
of Purchaser who or which  transacts or has transacted  business with Seller one
(1) year prior to the Closing  Date;  or (iii)  employ or otherwise  engage,  or
solicit, entice or induce on behalf of themselves or any other person or entity,
the  services,  retention or  employment of any person who has been an employee,
principal, partner, stockholder, sales representative, trainee, consultant to or
agent of Press within one year of the date of such offer or solicitation.

     (b) Nothing herein  contained  shall be construed as prohibiting  Purchaser
from pursuing any other remedies  available to it for such violation,  including
but not limited to any injunctive or other  equitable  relief or the recovery of
damages from the Employee.

     11.03.  Specific Performance.  Seller and the Stockholder  acknowledge that
the covenants  contained in this Article 11 are fair and  reasonable in order to
protect  Purchaser's  business and were a material and necessary  inducement for
Purchaser  to  agree  to the  terms of this  Agreement  and to the  transactions
contemplated by this Agreement.  Seller and the Stockholder  further acknowledge
that they have realized  significant  monetary benefit from these  transactions,
that any remedy at law for any breach or threatened  or attempted  breach of the
covenants  contained in this Article 11 may be inadequate and that the violation
of any of the covenants  contained in this Article 11 will cause irreparable and
continuing  damage to  Purchaser.  Accordingly,  Purchaser  shall be entitled to
specific  performance  or any other mode of  injunctive  and/or other  equitable
relief to enforce its rights hereunder,  including  without  limitation an order
restraining any further violation of such covenants, or any other relief a court
might award,  which injunctive relief shall be cumulative and in addition to any
other rights or remedies to which  Purchaser.  The  covenants in this Article 11
shall run in favor of Purchaser and its successors and assigns. In addition,  in
the event that the Purchaser is  successful,  the Seller agrees to pay Purchaser
the costs it incurs,  including  reasonable  attorneys'  fees and  expenses,  in
bringing and prosecuting any proceeding to enforce the terms of this Article 11.

     11.04.  Severability.  In case any one or more of the  terms or  provisions
contained in this Section 11.02 shall for any reason be held invalid, illegal or
unenforceable,  such invalidity, illegality or unenforceability shall not affect
any other terms or provisions hereof, but such term or provision shall be deemed
modified or deleted as or to the extent  required by  applicable  law,  and such
modification  or  deletion  shall not affect the  validity of the other terms or
provisions  of  this  Article  11.  In  addition,  if  any  one or  more  of the
restrictions  contained  in this  Article  11 shall for any reason be held to be
unreasonable with regard to time,  duration,  geographic scope or activity,  the
parties contemplate and hereby agree that such restriction shall be modified and
shall be enforced to the full extent compatible with applicable law. The parties
hereto intend that the covenants  contained in this Article 11 shall be deemed a
series of separate  covenants for each country,  state,  county and city. If, in
any  judicial  proceeding,  a court  shall  refuse to enforce  all the  separate
covenants deemed included in this Article 11 because, taken together, they cover
too extensive a geographic area, the parties intend that those of such covenants
(taken in order of the cities, counties,  states and countries therein which are
lease  populous)  which  if  eliminated  would  permit  the  remaining  separate
covenants  to be  enforced  in such  proceeding  shall,  for the purpose of such
proceeding, be deemed eliminated from the provisions of this Article 11.
<PAGE>
                                   ARTICLE 12.
                             Resolution of Disputes
                             ----------------------
     Purchaser,  Stockholder  and the  Seller  agree  that any and all  disputes
arising  after the  Closing  Date under  this  Agreement  shall be  finally  and
exclusively resolved by arbitration as provided in this Article 12.

     12.01  Dispute  Resolution.  Any  and  all  disputes  arising  out of  this
Agreement,  including accounting-related disputes and those which shall not have
been settled by negotiation between the parties shall be resolved by arbitration
conducted before a board of three arbitrators chosen by the parties.  Each party
shall select one arbitrator,  and the two arbitrators so selected shall select a
third arbitrator. Except as provided in this Agreement or as the parties and the
arbitrators  otherwise agree, the arbitration  panel thus chosen shall apply the
Commercial  Arbitration Rules of the American  Arbitration  Association.  In the
event  the  arbitrators  chosen by the  parties  are  unable  to agree  upon the
resolution of any dispute,  the decision of the third  arbitrator alone shall be
controlling. the determination of the panel shall be conclusive and binding upon
the parties and a judgment upon the award of the  Arbitrators  may be entered in
any court having jurisdiction.

     12.02 Arbitration Procedures.  All arbitration proceedings shall be held in
Long Island,  New York, unless otherwise agreed by the parties.  The expenses of
each party, including legal and accounting expenses, shall be borne by the party
incurring them,  except that the parties shall pay equally all fees and expenses
of the  arbitrators and any  consultants or advisors  providing  services to the
arbitrators.  Arbitration  shall be initiated  by either  party  making  written
demand on the other for arbitration of a specifically  stated issue or issues if
the  parties  fail  within any time limits  provided  in this  Agreement  (or 30
calendar  days,  if no shorter  limit is stated) to resolve the matter by mutual
discussions.  Within 10 calendar  days after  either  party has so notified  the
other of its demand for  arbitration,  the parties shall select  arbitrators  as
provided in Section 12.  Within (15)  calendar  days after the  selection of the
arbitrators,  the parties will consult for the purpose of  attempting  to define
and limit  the  issues to be  decided  by the  arbitrators;  will  exchange  all
documents  to be offered in the  arbitration  proceeding;  and will provide each
other with the names of witnesses  each  proposes to present at any  arbitration
hearing  together with a statement  summarizing  the  testimony  such witness is
anticipated  to offer.  Evidence  in the  arbitration  will be limited to (a) an
initial  position  statement  from each party;  (b) a reply by each party to the
other's initial  position  statement;  (c) documents and statements of witnesses
identified  during such 15 day period as provided above; and (d) if a hearing is
held,   opening  and  closing  oral   presentations  by  the  parties  or  their
representatives  and  responses  to direct  questions  from the  arbitrators.  A
party's initial position  statement must be submitted to the arbitrators and the
other party within 30 calendar days after the selection of the arbitrators.  The
reply  by a party  to the  other  party's  initial  position  statement  must be
submitted to the  arbitrators  and the other party within 20 calendar days after
receipt of such other party's initial position statement.  The arbitrators shall
have the  discretion  to determine  whether or not a hearing upon the matters in
dispute is desirable or whether to make the  arbitration  decisions based on the
submitted  statements and documents.  In any event, the arbitrations will render
decisions on all issues in dispute  within 30 calendar days after the earlier of
(i) the last  submittal  by both  parties  of  their  replies  and  accompanying
documents, as provided above, or (ii) the last day upon which a party may submit
its statements, reply, and accompanying documents within the times stated above.
The arbitrators shall be authorized only to determine which positions  presented
to them is more correct or supported by the facts and applicable laws, and shall
not be authorized to determine a different result than presented by one party or
the other.  For  purposes of such  deadlines,  a period of time shall be counted
beginning on the day  following  the  occurrence  or instance  establishing  the
beginning  of the  period  (such as the  receipt of a party's  initial  position
<PAGE>
statement) and, if a period shall end on a Sunday or postal holiday, it shall be
extended to the next regular  business day. No  interrogatories,  depositions or
other discovery,  and no extensions of the above timetables,  shall be permitted
except by mutual  consent of the parties or as approved by the  arbitrators  for
good cause shown.

                                   ARTICLE 13.
                            Miscellaneous Provisions
                            ------------------------
     13.01.  Additional Instruments.  Stockholder,  the Seller and Purchaser, as
the case may be, at the request of the other, will execute and deliver, or cause
to be executed and delivered,  to the other such documents and  instruments,  in
addition to those specifically required by the provisions of this Agreement,  in
form and substance  reasonably  satisfactory  to the other, as may reasonably be
necessary  or  desirable  to  carry  out or  implement  any  provision  of  this
Agreement.

     13.02. Amendment and Modification.  This Agreement may be amended, modified
or supplemented only by written agreement of all of the parties hereto.

     13.03.  Waiver.  Any  breach  of any  obligation,  covenant,  agreement  or
condition  contained  herein shall be deemed waived by the  non-breaching  party
only by a writing,  setting forth with particularity the breach being waived and
the scope of the waiver,  but such  waiver  shall not operate as a waiver of, or
estoppel with respect to, any  subsequent  or other  breach.  No waiver shall be
implied  from any conduct or action of the  non-breaching  party.  No failure or
delay by any party in  exercising  any right,  power or  privilege  hereunder or
under the  Documents  and no course of dealing by any party  shall  operate as a
waiver of any right,  power or  privilege  hereunder  or under any  Document nor
shall any single or partial exercise thereof or the exercise of any other right,
power or privilege so operate.

     13.04.  Notices.  All notices,  requests,  demands and other communications
required or  permitted  hereunder  shall be in writing and shall be delivered by
certified mail, return receipt requested,  and shall be deemed to have been duly
given upon receipt thereof:

          (a)  If to Seller or Stockholder, to:
               Benham Press Inc.
               1160 West 16th Street
               Indianapolis, Indiana 46202

               with a copy to:

               Bingham Summers Welsh & Spillman
               2700 Market Tower Building
               10 West Mark Street
               Indianapolis, Indiana 46204
               Attn: Gerald Moss, Esq.

or to such other person or address as Seller or the  Stockholder  shall  furnish
Purchaser in writing.

          (b)  If to Purchaser, to:
               Disc Graphics, Inc.
               10 Gilpin Avenue
               Hauppauge, NY 11788
               Att: Margaret Krumholz

               with a copy to:

               Blau, Kramer, Wactlar & Lieberman, P.C.
               100 Jericho Quadrangle
               Jericho, NY   11753
               Att: Nancy D. Lieberman, Esq.

or to such other person or address as Purchaser  shall furnish  Stockholder  and
the Seller in writing.
<PAGE>
     13.05. Binding Nature; Assignment. This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties  hereto and
their respective  successors and assigns,  but neither this Agreement nor any of
the rights,  interests or obligations  hereunder shall be assigned by any of the
parties hereto without the prior written consent of-the other parties; provided,
however,  that the rights of the Purchaser  hereunder may be assigned to (i) any
entity controlling,  controlled by or under common control with Purchaser,  (ii)
any lender or financial  institution  as security for a loan or loans granted in
order to facilitate  participation  in the transaction  contemplated  herein and
(iii) any future  purchaser  of all or any  substantial  portion of the Acquired
Assets.

     13.06.  Governing  Law. This  Agreement and the legal  relations  among the
parties hereto shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and performed therein.

     13.07.  Expenses.  All costs  and  expenses  incurred  in  connection  with
negotiating,  preparing and executing this Agreement and the Documents  shall be
paid by the party incurring such cost or expense and  Stockholder  shall pay all
out-of-pocket  expenses  including,   without  limitation,  legal  expenses  and
accounting  expenses  incurred  by the Seller in  connection  with  negotiating,
preparing and executing this Agreement and the transactions  contemplated hereby
except as otherwise provided in Section 1.02(b)(ii).

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

     13.09.  Headings. The headings contained in this Agreement are inserted for
convenience only and shall not constitute a part hereof.

     13.10. Obligations of Predecessors. When any provision of this Agreement or
any Document  refers to or  contemplates:  (i) any  agreement,  lease,  license,
permit or  authorization  to which the  Seller is a party or by which its assets
are bound or  subject;  (ii) any other  obligation  or duty of the Seller of any
kind or nature;  or (iii) the  existence or absence of any fact or matter,  such
provision  shall be deemed to include,  in addition to any  contract,  document,
agreement,  lease, license,  permit or authorization or other obligation or duty
of the  Seller  or the  existence  or  absence  of any fact or  matter:  (x) any
contract, document,  agreement, lease, license, permit or authorization or other
obligation  or duty  assigned  to or assumed by the Seller or its  predecessors,
directly or indirectly,  by agreement,  by operation of law or otherwise and (y)
the  existence  of any  fact  or  matter  to the  extent  relevant  to any  such
predecessor.

     When  any  provision  of  this  Agreement  or  any  Document  refers  to  a
"predecessor,"  such  reference  shall be deemed  to  include  any  corporation,
partnership,  joint venture or other business,  business  organization or entity
which is the  predecessor  of the  Seller  and shall  include  any or all of the
foregoing  to the extent  that the Seller is the  direct or  indirect  successor
thereof.

     13.11.  Entire Agreement.  This Agreement,  together with the Schedules and
Exhibits hereto and the Documents,  constitutes the entire agreement between the
parties hereto  pertaining to the subject matter hereof and supersedes all prior
agreements,  understandings,  documents,  negotiations and discussions,  whether
oral or written, of the parties hereto.

     13.12.  Third  Party  Beneficiaries.  Nothing  in  this  Agreement  or  the
Documents  is intended to, or shall be construed so as to create any third party
beneficiary  to this  Agreement  or  otherwise  confer any rights in or upon any
persons except Stockholder, Purchaser and the Seller.
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed the day and year first above written.


     DISC GRAPHICS, INC.

     By: ____________________________________


     BENHAM PRESS INC.

     By:_____________________________________


        ------------------------------------
              Jeffrey J. Bowe
              Number of Shares: 100
<PAGE>
                                LIST OF SCHEDULES
                                -----------------


1.01(b)  - Retained Assets
1.02(a)  - Assumed Liabilities
1.04     - Allocation of Purchase Price 2.01(a) - Real Property
2.01 (a) - Real Property
     (b) - Intangible Property
     (c) - Material Agreements
     (d) - Employees  and  Compensation  Arrangements
     (e) - Debt  (Including Security  Agreements and  Mortgages)
     (f) - Banks
     (g) - Accounts  Receivable
     (h) - Capital  Expenditures
     (i) - Major  Suppliers
     (j) - Certificate  of Incorporation  and  By-Laws,  as  amended
     (k) - Workers Compensation  and Product  Liability  Claims
     (1) - Powers of  Attorney
     (m) - Machinery  and Equipment
     (n) - Insurance

2.02     - States Where Seller is Qualified to do Business

2.03     - Authorized, Issued and Outstanding Stock, Voting
           Agreements, Options, Warrants, Etc.

2.05     - Violations, Accelerations, Consents

2.08     - Contractual Arrangements with  Stockholder, Officers,  Directors  or
             Employees
2.09     - Certain Changes
2.10 (c) - Unrecorded Interests
     (d) - Easements
     (e) - Adequacy and Condition of Real Property
     (f) - Title to Personal Property

2.11     - Limitations on Patent and Trademark Rights

2.12     - Litigation

2.14 (a) - Plan Commitments
     (b) - Unfunded Benefits
<PAGE>
     (c) - Requisite Filings
     (d) - Severance Payments

2.15     - Collective Bargaining Agreements
2.18     - Validity
2.19     - Finders and Investment Bankers
2.20     - Required Approvals
5.05     - Employees Not Hired; Severance
5.08     - COBRA
9.02     - Prohibitions

                                LIST OF EXHIBITS
                                ----------------

Exhibit A      -    Intentionally Omitted

Exhibit B      -    Assumption of Liabilities Agreement

Exhibit C      -    Significant Equipment

Exhibit D      -    Employment Agreement

Exhibit E      -    Bill of Sale and Assignment

Exhibit F      -    Heritage Environmental Services, Inc. environmental proposal