ASSET PURCHASE AGREEMENT


                            Dated as of June 2, 2000



                                  By and Among

                      Pacific Logistics, L.P., as Buyer and

               P&O Cold Properties H, LLC, as Real Property Buyer,

                 Alford Refrigerated Warehouses, Inc., as Seller

                                       and

                LaPorte Properties, LLC, as Real Property Seller

                                       and

                   Castor Capital Corporation, as Shareholder



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<TABLE>
<CAPTION>


                                                 TABLE OF CONTENTS

<S>      <C>                                                                                                     <C>
1.       Agreement to Sell and Agreement to Purchase..............................................................1
         1.1.     Assets of Seller to be Conveyed.................................................................1
         1.2.     Excluded Assets.................................................................................2
         1.3.     Real Property Provisions........................................................................3
                  1.3.1.   Title Commitment.......................................................................3
                  1.3.2.   Survey.................................................................................3
                  1.3.3.   Owner's Title Policy...................................................................4
                  1.3.4.   Closing Deliveries.....................................................................4
                  1.3.5.   Cooperation with Respect to Like-Kind Exchange.........................................4
         1.4.     Further Assurances..............................................................................5

2.       Consideration to be Paid by Buyer........................................................................6
         2.1.     Purchase Price for Acquisition Assets...........................................................6
         2.2.     Warehoused Goods Inventory......................................................................6
         2.3.     Executory Liabilities Assumed by Buyer..........................................................6
         2.4.     Seller Liabilities Not Assumed by Buyer.........................................................6
         2.5.     Allocation of Purchase Price....................................................................8
         2.6.     Sales Taxes and Pro-Rations.....................................................................8
                  2.6.1.   Sales Taxes............................................................................8
                  2.6.2.   Personal Property and Real Property Taxes..............................................8
                  2.6.3.   Prepaid Items..........................................................................9

3.       Representations and Warranties of Seller, Real Property Seller and Shareholder
          ........................................................................................................9
         3.1.     Organization and Good Standing..................................................................9
         3.2.     Authorization of Agreement......................................................................9
         3.3.     Ownership of Acquisition Assets.................................................................9
         3.4.     Financial Condition............................................................................10
                  3.4.1.   Financial Statements..................................................................10
                  3.4.2.    Accounting Standards.................................................................10
                  3.4.3.   Absence of Certain Changes............................................................10
                  3.4.4.   Books and Records.....................................................................11
         3.4.5.   Solvency.......................................................................................11
         3.5.     Property of Seller.............................................................................12
                  3.5.1.   Real Property.........................................................................12
                  3.5.2.   Tangible Personal Property............................................................13
                  3.5.3.   Intangible Personal Property..........................................................13
         3.6.     Agreement Not in Breach of Other Instruments...................................................13
         3.7.     Labor and Employment Matters...................................................................13
         3.8.     Pension and Employee Benefit Plans.............................................................14
                  3.8.1.   ERISA Welfare Plans...................................................................14
                  3.8.2.   ERISA Pension Plans...................................................................14



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                  3.8.3.   Non-ERISA Plans.......................................................................15
                  3.8.4.   Delivery of Documents.................................................................15
         3.9.     Litigation and Compliance with Laws............................................................15
                  3.9.1.   Litigation Pending or Threatened......................................................15
                  3.9.2.   Violation of Law......................................................................15
                  3.9.3.   Environmental Matters.................................................................16
         3.10.    Contracts and Other Instruments................................................................19
         3.11.     Intentionally Deleted.........................................................................20
         3.12.    Warehoused Goods Inventory.....................................................................20
         3.13.    Compensation of and Indebtedness to and from Employees.........................................20
         3.14.    Powers of Attorney and Suretyships.............................................................21
         3.15.    Insurance......................................................................................21
         3.16.    Customers......................................................................................21
         3.17.    No Undisclosed Liabilities.....................................................................21
         3.18.    Disclosure.....................................................................................21
         3.19.    Brokerage......................................................................................22
         3.20.    Taxes..........................................................................................22

4.       Representations and Warranties of Shareholder...........................................................22
         4.1.     Organization and Good Standing.................................................................22
         4.2.     Power and Authority............................................................................23
         4.3.     Agreement Not in Breach of Other Instruments...................................................23
         4.4.     Disclosure.....................................................................................23

5.       Representations and Warranties of Buyer and Real Property Buyer.........................................23
         5.1.     Organization and Corporate Authority...........................................................23
         5.2.     Agreement Not in Breach of Other Instruments...................................................24
         5.3.     Regulatory Approvals...........................................................................24
         5.4.     Brokerage......................................................................................24

6.       Closing.................................................................................................24

7.       Certain Understandings and Agreements of the Parties....................................................24
         7.1.     Access.........................................................................................24
                  7.1.1.   General Diligence Investigation.......................................................24
                  7.1.2.   [Intentionally Deleted]...............................................................24
                  7.1.3.   Preservation of Records...............................................................24
         7.2.     Conduct of LaPorte Business....................................................................25
         7.3.     Preservation of Organization...................................................................25
         7.4.     Current Information............................................................................25
         7.5.     Contracts......................................................................................25
         7.6.     Insurance......................................................................................25
         7.7.     Waiver of Compliance with Bulk Sales Laws......................................................26
         7.8.     Condition to Transfer of Certain Contracts.....................................................26
         7.9.     Permits, Authorizations or Consents of Governmental Authorities................................26



                                                        ii


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         7.10.    Employees......................................................................................27
         7.11.    Covenant Not to Compete........................................................................27
         7.12.    COBRA..........................................................................................27
         7.13.    Escrow Agreement...............................................................................27
         7.14.    Public Announcements...........................................................................27
         7.15.    Exclusivity....................................................................................27
         7.16.    Confidentiality Agreement......................................................................27
         7.17.    Continuing Confidentiality Obligations.........................................................27
         7.18.    Consents.......................................................................................28
         7.19.    Delivery of Documents at Closing...............................................................28
                  7.19.1.  Secretary's Certificates..............................................................28
                  7.19.2.  Sales Tax Resale Certificate..........................................................28
                  7.19.3.  Use of Computer System................................................................28

8.       Conditions to Obligations of Real Property Seller, Seller and Shareholder...............................28
         8.1.     Correctness of Representations and Warranties..................................................28
         8.2.     Performance of Covenants and Agreements........................................................29
         8.3.     No Legal Bar...................................................................................29
         8.4.     Title Escrow Agreement.........................................................................29
         8.5.     License........................................................................................29

9.       Conditions to Obligations of Buyer and Real Property Buyer..............................................29
         9.1.     Correctness of Representations and Warranties..................................................29
         9.2.     Performance of Covenants and Agreements........................................................29
         9.3.     Opinion of Counsel for Real Property Seller and Seller.........................................30
         9.4.     No Legal Bar...................................................................................30
         9.5.     Material Adverse Effect........................................................................30
         9.6.      Covenant Not to Compete.......................................................................30
         9.7.     Third-Party Consents and Approvals.............................................................30
         9.8.     Transfer Documents.............................................................................30
         9.9.     Escrow Agreement...............................................................................30
         9.10.    Lien Releases..................................................................................30
         9.11.    Certificate of Non-Foreign Status..............................................................31
         9.12.    Permits, Authorizations of Governmental Authorities............................................31
         9.13.    Owner's Title Policy...........................................................................31
         9.14.    Title Escrow Agreement.........................................................................31
         9.15.    License........................................................................................31

10.      Indemnification.........................................................................................31
         10.1.     Indemnification Obligations of Real Property Seller, Seller and Shareholder
                   ..............................................................................................31
         10.2.    Indemnification Obligations of Buyer...........................................................32
         10.3.    Indemnification Limitations....................................................................32
                  10.3.1.  Time Limitations......................................................................32
                  10.3.2.  Indemnification Limits................................................................33



                                                        iii


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         10.4.    Claims.........................................................................................33
         10.5.    Defense by Indemnifying Party..................................................................33
         10.6.    Notice.........................................................................................34
         10.7.    Manner of Indemnification......................................................................34
         10.8.    NEGLIGENCE OF INDEMNIFIED PARTY................................................................34

11.      Termination of Agreement................................................................................34
         11.1.    Events of Termination..........................................................................34
                  11.1.1.  Misrepresentation by Real Property Seller, Seller or Shareholder......................35
                  11.1.2.  Misrepresentations by Buyer and Real Property Buyer...................................35
                  11.1.3.  Expiration of Time....................................................................35
         11.2.    Events of Termination..........................................................................35

12.      Miscellaneous Provisions................................................................................35
         12.1.    CONSTRUCTION...................................................................................35
         12.2.    Notices........................................................................................35
         12.3.    Assignment.....................................................................................36
         12.4.    No Third Party Beneficiaries...................................................................37
         12.5.    Amendments and Waivers.........................................................................37
         12.6.    Survival.......................................................................................37
         12.7.    Remedies.......................................................................................37
         12.8.    Binding Nature of Agreement....................................................................37
         12.9.    Expenses.......................................................................................37
         12.10.   Entire Agreement...............................................................................38
         12.11.   Severability...................................................................................38
         12.12.   Counterparts...................................................................................38
         12.13.   Section Headings...............................................................................38
         12.14.   Legal Fees and Expenses........................................................................38

13.      Arbitration.............................................................................................38
         13.1.    Agreement to Arbitrate.........................................................................38
         13.2.    Notice of Arbitration..........................................................................39
         13.3.    Selection of Arbitrator........................................................................39
         13.4.    Award Final....................................................................................39
         13.5.    Availability of Injunctive Relief..............................................................39

14.      Submission to Jurisdiction; Agent for Service...........................................................39



</TABLE>

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<TABLE>
<CAPTION>


                                                                                                             Page
                                                                                                             ----
<S>      <C>               <C>                                                                               <C>
Exhibits
--------

         Exhibit A         Real Property
         Exhibit B         Form of General Warranty Deed
         Exhibit C         Title Escrow Agreement
         Exhibit D         Financial Statements
         Exhibit E         Covenant Not to Compete
         Exhibit F         Escrow Agreement
         Exhibit G         Real Property License
         Exhibit H         License Agreement
         Exhibit I         Certification of Non-Foreign Status

Schedules
---------

         Schedule 1.1.1    Fixed Assets
         Schedule 1.1.3    Assigned Contracts
         Schedule 1.1.6    Prepaid Items and Deposits
         Schedule 1.2.9    Other Excluded Assets
         Schedule 1.3.2    Survey Requirements

         Schedule 2.6      Purchase Price Allocation
         Schedule 3.1      States Where Qualified to Do LaPorte Business
         Schedule 3.3      Liens on Tangible Personal Property
         Schedule 3.4.3    Changes Since December 31, 1999
         Schedule 3.7      Employee Plans and Agreements
         Schedule 3.8.1    ERISA Welfare Plans
         Schedule 3.8.2    ERISA Pension Plans
         Schedule 3.8.3    Non-ERISA Plans
         Schedule 3.9.1    Litigation
         Schedule 3.9.2    Licenses, Permits and Authorizations
         Schedule 3.9.3    Environmental Matters
         Schedule 3.10.1   Consents
         Schedule 3.10.2   Contracts
         Schedule 3.10.3   Outstanding Bids and Disputes
         Schedule 3.13.1   Officers and Directors
         Schedule 3.13.2   Debt to Insiders
         Schedule 3.14     Powers of Attorney
         Schedule 3.15     Insurance
         Schedule 3.16     Customers
         Schedule 3.17     No Undisclosed Liabilities
         Schedule 3.19     Brokers
         Schedule 3.20     Taxes
         Schedule 4.3      Required Shareholder Consents

</TABLE>

                                                         v


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                             Index of Defined Terms

Term                                               Section
----                                               -------
AAA Rules                                          13.1
AAA                                                13.1
Accounts Receivable                                1.1.6
Acquisition Assets                                 1.1
Agreement                                          Preamble
Annual Financial Statements                        3.4.1
Arbitrator                                         13.1
Arbitration Rules                                  13.1
Assigned Contracts                                 1.1.7
Assumed Liabilities                                2.4
buyer indemnified parties                          10.1
Buyer                                              Preamble
Closing                                            6
Closing Date                                       6
Closing Inventory                                  2.3.1
Closing Statement                                  2.2.1
COBRA                                              7.13
Code                                               3.8.2
Covenant Not to Compete                            7.11
Employee Benefit Plans                             3.8.3
Environmental Damages                              3.9.3(e)(ii)
Environmental Requirements                         3.9-3,(e)(iii)
ERISA                                              3.8.1
ERISA Pension Plan                                 3.8.2
ERISA Welfare Plans                                3.8.1
Escrow Account                                     2.1.2
Escrow Agent                                       2.1.2
Escrow Agreement                                   7.14
Escrow Amount                                      2.1.1
Estoppel Certificate                               7.21
Excluded Assets                                    1.2
Financial Statements                               3.4.1
Fixed Assets                                       1.1.3
Governmental Authorities                           3.6
Hazardous Materials                                3.9.3(e)(i)
Indemnification Threshold                          10.3.2
Indemnified party                                  10.4
Indemnifying party                                 10.4
Initial Payment                                    2.2


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Intellectual Property                              1.1.8
Interim Financial Statements                       3.4.1
Inventory                                          1.1.4
Inventory                                          .1.1.4
LaPorte Business                                   Recitals
Leases                                             3.5.1
Liens                                              3.3
Losses                                             10.1
Material Adverse Effect                            3.4.3
Missing Items Amount                               2.3.1
Missing Items Statement                            2.3.1
Missing Items-                                     2.3.1
Mortgage -                                         2.1.2
Non-ERISA Plans                                    3.8.3
Note Assumption Amount                             2.1.2
Property                                           3.9.3(e)(iv)
Purchase Price                                     2.1
Real Property                                      3.5.1
Rolling Stock                                      1.1.2
Seller                                             Preamble
Seller indemnified parties                         10.2
Shareholder                                        Preamble
Solvent                                            3.4.5
TGAA                                               13.1
Taxes                                              3.19
Tax Returns                                        3.19.




                                       vii


<PAGE>



                            ASSET PURCHASE AGREEMENT

         THIS ASSET PURCHASE  AGREEMENT  (this  "Agreement") is made and entered
into as of this 2nd day of June, 2000, but effective as of the close of business
on May 3 1,  2000,  by and  among  Pacific  Logistics,  L.P.,  a  Texas  limited
partnership ("Buyer"),  P&O Cold Properties H, LLC, a Delaware limited liability
company  ("Real  Property  Buyer"),  Alford  Refrigerated  Warehouses,  a  Texas
corporation  ("Seller"),  LaPorte  Properties,  LLC, a Texas  limited  liability
company (the "Real Property Seller") and Castor Capital Corporation,  an Ontario
corporation, the majority shareholder of Seller (the "Shareholder").

                                    RECITALS

         1. Seller is engaged in the business of operating  public  refrigerated
warehouses,  including among other locations, a public refrigerated warehouse in
LaPorte, Texas (the "LaPorte Business").

         2.  Seller  desires to sell the LaPorte  Business  to Buyer,  and Buyer
desires to acquire the LaPorte Business and the assets  associated  therewith on
the terms and conditions hereinafter set forth.

         3.  Real  Property  Seller  is the  owner  of  the  Real  Property  (as
hereinafter  defined),  and desires to sell,  and Real Property Buyer desires to
buy, the Real Property.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual covenants and agreements  contained  herein,  the parties hereto agree as
follows:

         1.       Agreement to Sell and Agreement to Purchase.

                  1.1. Assets of Seller to be Conveyed.  On the Closing Date (as
hereinafter  defined) Seller and the Real Property  Seller,  with respect to the
Real Property, shall convey, transfer, assign, grant, sell and deliver, free and
clear of any and all Liens (as  hereinafter  defined),  other than the Permitted
Exceptions  (as  hereinafter  defined)  to Buyer and,  with  respect to the Real
Property, Real Property Buyer, and Buyer and, with respect to the Real Property,
Real Property Buyer, shall acquire,  accept and purchase,  free and clear of any
and all Liens, other than the Permitted Exceptions, the Real Property and all of
the  assets,  properties  and  rights  of Seller of every  kind,  character  and
description,  whether tangible or intangible, relating to or used in the LaPorte
Business,  including,  without  limitation,  those assets  described in Sections
1.1.1 - 1.1.9 of this  Section  1.1, but  excluding  those  assets  described in
Section 1.2 (hereinafter collectively referred to as the "Acquisition Assets"):

                           1.1.1.   All of Seller's machinery, equipment, tools,
furniture and fixtures (collectively, the "Fixed Assets") used in or relating to
the LaPorte  Business,  including  but not limited to the Fixed Assets listed in
Schedule 1.1.1 attached hereto;


                                        1


<PAGE>



                           1.1.2.   All office supplies, drums, containers, tote
bins and other packaging material,  spare parts,  safety equipment,  maintenance
supplies and other  similar items of Seller used in the LaPorte  Business  which
exist on the  Closing  Date,  whether or not  reflected  in  Seller's  books and
records;

                           1.1.3. Subject to Section 7.8 hereof, all of Seller's
right, title and interest in and to each real property lease, equipment or other
lease,  license,  contract,  agreement,  purchase or sales  order,  indenture or
commitment,  written or oral, with respect to the LaPorte Business, (i) to which
Seller is a party on the Closing Date or by which any of the Acquisition  Assets
is then  bound and (ii) which is listed on  Schedule  1.1.3  (collectively,  the
"Assigned Contracts");

                           1.1.4.  Customer lists  and records, sales brochures,
books,  records and accounts,  correspondence,  production  records,  employment
records  and any  confidential  information  relating  to or arising  out of the
LaPorte Business;

                           1.1.5.  All rights of Seller under express or implied
warranties  from the  suppliers  to the  LaPorte  Business  with  respect to the
Acquisition Assets;

                           1.1.6.  All prepaid  items  and  deposits  of  Seller
relating to the LaPorte  Business  set forth in Schedule  1.1.6  (which shall be
delivered at Closing and shall be reasonably acceptable to Buyer);

                           1.1.7.  The licenses, permits,  certificates of occu-
pancy or use and other governmental approvals relating to the Acquisition Assets
or the operation of the LaPorte Business to the extent assignable to the Buyer;

                           1.1.8.   The real property  located in LaPorte, Texas
and more  particularly  described  on  Exhibit  A  attached  hereto  (the  "Real
Property"); and


                           1.1.9.   All  goodwill  associated  with  the LaPorte
Business.

                  1.2.     Excluded Assets.  Notwithstanding Section 1.1 hereof,
Seller is not selling, and Buyer is not purchasing,  pursuant to this Agreement,
any of the following (the "Excluded Assets"),  all of which shall be retained by
Seller:

                           1.2.1.   Seller's  income  tax returns and any income
tax refunds in respect thereof;

                           1.2.2.   Cash, cash equivalents and bank accounts of
Seller;

                           1.2.3.   All insurance policies of Seller;

                           1.2.4.   All employee benefit plans, employment
contracts,  collective  bargaining  agreements  and the assets of such  employee
benefit plans;



                                        2


<PAGE>



                           1.2.5.   Seller's corporate minute books and stock
records;

                           1.2.6.   Any and all Contracts (as hereinafter
defined), other than the Assigned Contracts;

                           1.2.7.   All prepaid items and deposits of Seller not
listed on Schedule 1.1.6,

                           1.2.8.   All assets of Seller not used in the LaPorte
Business;

                           1.2.9.   Seller's accounts receivable; and

                           1.2.10. Items listed on Schedule 1.2.10.

                  1.3.     Real Property Provisions.

                           1.3.1.   Title Commitment. On or before ten (10) days
after the date hereof, Real Property Seller, at Real Property Seller's sole cost
and  expense,  shall  deliver  to Real  Property  Buyer a  Commitment  for Title
Insurance or a Commitment  to Insure (the  "Commitment")  dated not earlier than
the date of this  Agreement,  issued by Republic  Title (the  "Title  Company"),
showing  Real  Property  Seller's  title  to the  Real  Property  to be good and
indefeasible,  together with true,  correct and legible  copies of all items and
documents  referred to  therein.  Real  Property  Buyer shall have ten (10) days
after receipt of said items (and the Survey hereinafter  referred to) to examine
the condition of title and approve or disapprove the same. Those items listed in
the Commitment  and not  disapproved of by Real Property Buyer shall be referred
to as the  "Permitted  Exceptions."  In  the  event  that  Real  Property  Buyer
disapproves  of all or any item  referred to in the  Commitment,  Real  Property
Seller  shall  have a period  of ten (10)  days  within  which it shall  use its
commercially  reasonable  efforts  (including  an  obligation  to  spend  up  to
$150,000.00  in  such  efforts  to  cure  objections  which  can be  cured  by a
liquidated  sum of money) to cure or remove such  exceptions.  In the event Real
Property  Seller  fails to cure all of such items  within such ten (10) day cure
period,  or in the event that Real Property  Seller notifies Real Property Buyer
(the "Cure  Notice")  of which items Real  Property  Seller will cure (the "Cure
Items") and which  items Real  Property  Seller  will not be able to cure,  Real
Property Buyer shall have the right,  exercisable within five (5) days after the
earlier of (i) the  expiration  of said ten (10) day cure period or (ii) receipt
of Real Property  Seller's Cure Notice indicating that Real Property Seller will
not cure all of Buyer's objections, to terminate this Agreement,  whereupon Real
Property  Buyer shall be entitled to a claim under  Section 11.2  hereunder.  If
Real Property Buyer shall not so terminate,  Real Property Seller shall cure all
Cure Items and shall deliver the title in its existing  condition  with the Cure
Items having been cured and Real  Property  Buyer shall,  by  acceptance of such
title, waive any objections to such title which have not been cured except as to
any uncured Cure Item and warranties contained in the documents of conveyance.

                           1.3.2.   Survey. Contemporaneously with the execution
and  delivery of this  Agreement,  Real  Property  Seller  shall  furnish at its
expense to Real Property Buyer a new as-built  survey (the "Survey") of the Real
Property,  prepared  by a duly  licensed  land  surveyor  in the State of Texas,
sufficient to enable the Title Company to delete the survey  exception  from the
Owner's


                                        3


<PAGE>



Title Policy.  In addition,  the surveyor's  certificate  shall be substantially
similar to Schedule 1.3.2 attached hereto.

                           1.3.3.   Owner's Title Policy.  Real Property  Seller
shall famish Real Property Buyer with an Owner's Policy of Title  Insurance (the
"Owner's  Title  Policy") at  Closing,  in the amount of  $8,560,000  (the "Real
Property  Purchase  Price"),  wherein the Title  Company  shall  insure that fee
simple title to the Real Property is vested in Real Property  Buyer,  containing
no  exception  to such title other than the  Permitted  Exceptions  (hereinafter
defined)  and the  standard  printed  exceptions  (provided  that  the  area and
boundaries exceptions shall, at Real Property Buyer's election and sole cost and
expense,  be amended to except only to  "Shortages  in Area," the  exception for
restrictive  covenants  shall be  endorsed  "Deleted"  or shall  list only those
restrictive  covenants as may be Permitted  Exceptions,  and the  exception  for
standby fees, taxes and assessments  shall be limited to standby fees, taxes and
assessments  for the year in which  Closing  occurs and  subsequent  years,  and
subsequent  assessments  for  prior  years  due  to  change  in  land  usage  or
ownership),  any exception for parties in possession of the Real Property  shall
be limited to rights of tenants in  possession;  as tenants  only,  pursuant  to
unrecorded  written  leases,  and there  shall be no  exception  for visible and
apparent  easements,  roads and  highways  or any other  matters  which would be
disclosed by a current survey of the Real Property.  Real Property  Seller shall
pay the cost of the Owner's Title Policy, excluding any premium for amendment of
the survey exception.

                           1.3.4.   Closing Deliveries.  At the  Closing  or  at
such time as is provided in Section  1.3.6 hereof,  Real  Property  Seller shall
cause to be delivered to Real Property Buyer the items specified  herein and the
following   documents  and  instruments  duly  executed  and  acknowledged,   in
recordable form:

                           (a)      A general warranty  deed with  vendor's lien
reserved  for any  lender  making a loan to Real  Property  Buyer to enable  the
acquisition  of the Real  Property (the "Deed") dated as of the Closing Date, in
the form of Exhibit B attached  hereto and made a part hereof by  reference  for
all purposes, in favor of Real Property Buyer or its permitted assignee;

                           (b)      All keys to  all locks on  the Real Property
and all  documents  in the  possession  of the Real  Property  Seller  or Seller
pertaining to the Real Property; and

                           (c)      To the extent not previously delivered to
Real Property Buyer, current tax statements, if available.

                           1.3.5.   Cooperation with Respect to Like-Kind
Exchange. Seller and Real Property Seller agree that Real Property Buyer may, at
its election prior to the Closing Date, direct that all or a portion of the Real
Property  Purchase  Price be paid by a "qualified  intermediary"  (as defined in
Treasury Regulation Section 1.1031(k)-(g)(4)) as to enable Real Property Buyer's
purchase  of the Real  Property  to qualify as part of a  like-kind  exchange of
property  covered by  Section  1031 of the  Internal  Revenue  Code of 1986,  as
amended (the "Code"). If Real Property Buyer so elects, Seller and Real Property
Seller shall use  reasonable  efforts to cooperate with Real Property Buyer (but
without being required to incur any out-of- pocket costs in the course  thereof)
in connection with Real Property Buyer's efforts to effect such


                                        4


<PAGE>



like-kind exchange,  which cooperation shall include taking such actions as Real
Property Buyer  reasonably  requests,  but at no cost to Seller or Real Property
Seller,  in order to enable Real Property Buyer to qualify such transfer as part
of a  like-kind  exchange  of  property  covered  by  Section  1031 of the  Code
(including  any  actions   required  to  facilitate  the  use  of  a  "qualified
intermediary"),  and Seller and Real  Property  Seller agree that Real  Property
Buyer may  assign  all or part of its  rights  and  delegate  all or part of its
obligations under this Agreement to a person acting as a qualified intermediary,
but only to the extent  necessary,  to qualify the transfer of the Real Property
as part of a like-kind exchange of property covered by Section 1031 of the Code;
provided that no assignment or delegation  shall relieve Real Property  Buyer of
its  obligations  under this  Agreement.  Seller,  Real Property Seller and Real
Property Buyer agree in good faith to use reasonable  efforts to 'Coordinate the
transactions  contemplated by this Agreement with any other transactions engaged
in by the Real Property Buyer with respect to such Re-kind exchange.

                           1.3.6.   Delayed Transfer of Real Property.  In the
event the  holder of the Note and  Mortgage  (as  hereinafter  defined)  has not
consented to the  assignment of the Note and Mortgage to Real Property  Buyer or
its  designee,  at  Closing,  Buyer shall pay the  Purchase  Price less the Note
Assumption  Amount as set forth in Section  2.1.  The Deed shall be executed but
undated and shall be placed in escrow with the Title Agent in accordance  with a
Title Escrow  Agreement  substantially  in the form attached hereto as Exhibit C
(the "Title  Escrow  Agreement").  On the earlier of the holder of the  Mortgage
approving  assignment  of the Mortgage to Real  Property  Buyer,  receipt by the
Title Agent of written  instructions  from Real  Property  Buyer  following  the
rejection by the holder of the Mortgage for an application  for  assumption,  or
the sixtieth  (60th) day after the Closing,  the Title  Company  shall cause the
Deed to be  recorded  in the  appropriate  county  deed  records in the State of
Texas.  Unless  Buyer or Real  Property  Buyer are in material  default of their
obligations under Section 2 of the License  Agreement (as hereinafter  defined),
Seller,  Real  Property  Seller and  Shareholder  shall be jointly and severally
liable for any Losses (as hereinafter defined) incurred by any buyer indemnified
parties (as hereinafter  defined) as a result of the  transactions  contemplated
hereunder,  including  without  limitation,  such recording of the Deed, being a
default  under the  Mortgage.  In the event any such default  under the Mortgage
results in the Note Assumption Amount being accelerated,  Real Property Buyer or
its assignee shall pay to the holder of the Mortgage, on behalf of Real Property
Seller, the Note Assumption Amount. In the event the Mortgage is in default as a
result  of the  material  default  of  Buyer  and Real  Property  Buyer of their
obligations  under Section 2 of the License  Agreement,  in addition to the Note
Assumption Amount, Buyer and Real Property Buyer shall be responsible and liable
for any other amounts due as a result of acceleration of the Mortgage.

                  1.4. Further  Assurances.  From time to time after the Closing
(as hereinafter defined),  (a) Seller and Real Property Seller shall execute and
deliver to Buyer and Real Property  Buyer such  instruments  of sale,  transfer,
conveyance,  assignment and delivery, consents,  assurances,  powers of attorney
and other instruments as may be reasonably  requested by Buyer and Real Property
Buyer in order to vest in Buyer and Real  Property  Buyer all  right,  title and
interest of Seller and Real Property  Seller in and to the  Acquisition  Assets,
and  otherwise  in order to carry out the purpose and intent of this  Agreement;
and (b) Seller,  the Real Property  Seller,  Buyer and Real Property  Buyer will
cooperate  in order to  ensure  an  orderly  transition  of  benefit  and  other
administrative matters.


                                        5


<PAGE>



         2.       Consideration to be Paid by Buyer.

                  2.1.  Purchase  Price for  Acquisition  Assets.  The aggregate
purchase  price (the  "Purchase  Price") to be paid to Seller and Real  Property
Seller for the Acquisition Assets shall be $9,295,000.00; provided, however that
the Purchase  Price shall be subject to  adjustment  under Section 2.2 after the
Closing and shall be paid as follows:

                           2.1.1. Buyer shall pay $250,000 (the "Escrow Amount")
by wire transfer at the Closing to an account (the "Escrow Account")  designated
in writing by Chase Bank of Texas, National Association (the "Escrow Agent").

                           2.1.2.  In accordance with and subject to Section
1.3.6 hereof,  Buyer or Real Property Buyer shall assume the obligation  secured
by the Mortgage,  Deed of Trust and Security Agreement,  dated as of February 6,
1998 (the  "Mortgage'),  made by Real  Property  Seller  originally  in favor of
Amresco Capital,  L.P., a Delaware limited partnership,  in the principal amount
of $5,264,358.78,  which shall be deemed to be a payment of $5,264,358.78 of the
Real Property Purchase Price (the "Note Assumption Amount").

                           2.1.3.  Buyer or Real Property Buyer shall pay the
Real Property Purchase Price to Real Property Seller in cash by wire transfer to
an account designated in writing by Real Property Seller.

                           2.1.4.  Buyer shall pay the Purchase Price less (i)
the Real Property Purchase Price, (ii) the Note Assumption Amount; and (iii) the
Escrow Amount to Seller,  in cash by wire  transfer to an account  designated in
writing by Seller.

                  2.2.     Warehoused Goods Inventory.  At Closing, Seller shall
deliver to Buyer a listing of all Warehoused Goods as of the Closing Date.

                  2.3.  Executory  Liabilities  Assumed  by  Buyer.  As  further
consideration for consummation of the transactions  contemplated hereby, subject
to Section 2.4 hereof, at the Closing Buyer shall assume and agree to thereafter
pay and discharge and indemnify  Seller and hold Seller harmless with respect to
the executory liabilities and obligations of Seller to be performed on and after
the Closing Date under each Assigned  Contract in effect on the Closing Date and
conveyed pursuant to Section 1.1.3 (the "Assumed Liabilities").

                  2.4.     Seller Liabilities Not Assumed by Buyer.  Except for
the  Assumed  Liabilities.  Buyer  shall not  assume  or be  deemed by  anything
contained in this  Agreement to have assumed,  and Seller hereby agrees to fully
pay and perform in a prompt and timely  manner and to  indemnify  Buyer and hold
Buyer harmless with respect to (collectively, the "Excluded Liabilities"):

                           2.4.1.   Any liability of Seller to any person or
entity the existence of which  constitutes a breach of any covenant,  agreement,
representation or warranty of Seller contained in this Agreement;


                                        6


<PAGE>



                           2.4.2.   Any indebtedness of Seller, including any
principal,  interest,  penalty,  charge or other  amount owing in respect of any
such indebtedness;

                           2.4.3. Any liability of Seller for any United States,
state,  local or foreign  income,  franchise  or payroll  taxes,  state or local
sales, use or property taxes or other taxes of any kind or description;

                           2.4.4.  Any accrued, contingent or other liability or
obligation  to or with  respect to any  current or former  employee  relating in
whole or in part to service  prior to the Closing;  any accrued,  contingent  or
other liability or obligation under any plan,  contract,  policy or agreement of
the type  described  in  Sections  3.7.1 or Section  3.8 with  respect to any of
Seller's employees, past or present; any liability under any plan, program, law,
regulation or insurance policy relating to workers'  compensation claims arising
or which may arise as a result of occurrences prior to the Closing Date; and any
severance payments or other payments due any employees or officers of the Seller
as a result of transactions contemplated by this Agreement;

                           2.4.5.   Any liability or obligation (contingent or
otherwise)  of Seller  arising  out of any  threatened  or  pending  litigation,
charge, arbitration or grievance, whether or not set forth in Schedule 3.9.1, or
arising out of any claim  (including a workers'  compensation  claim) or dispute
under any Contract  presently or heretofore in effect,  whether or not set forth
in Schedule 3.10.3,  or arising out of any violation of law, rule or regulation,
or any other event,  occurrence,  condition, act or omission which was incurred,
took place or in effect, in whole or in part, prior to Closing;

                           2.4.6.   Any liabilities or obligations arising from
products sold,  services  provided,  or equipment,  including Rental  Equipment,
leased,  rented or sold by Seller prior to the Closing Date,  including  without
limitation all liabilities and obligations for property damage,  personal injury
or death,  whether arising under products liability laws, tort laws, contract or
warranty or  otherwise,  whether  relating to design,  manufacture,  inspection,
testing, packaging,  warnings or instructions,  transportation or otherwise, and
whether arising as a result of negligence,  strict liability,  breach of express
or implied warranties,  failure to warn,  misrepresentation,  negligence per se,
res ipsa loquitor, gross negligence,  conspiracy,  fraud, intentional infliction
of emotional distress, loss of consortium, wrongful death, punitive or exemplary
damages, survival damages, prejudgment interest or otherwise;

                           2.4.7.   Any liabilities or obligations, whether
arising  before or after the  Closing,  arising  under  warranties  relating  to
products  invoiced  by the  Seller  prior  to the  Closing  and  all  additional
obligations  and  commitments  to  replace,   repair  or  exchange,  or  provide
replacements,  refunds or credits, or provide service,  product support or other
goods and  services,  with  respect to any  products  previously  shipped by the
LaPorte Business to any customer,  whether arising by law,  contract,  warranty,
industry custom, course of dealing or otherwise;

                           2.4.8. Any liabilities or obligations of Seller under
any Contract  which are  required to be paid or  performed  prior to the Closing
Date;




                                        7


<PAGE>



                           2.4.9.   Any liabilities or obligations for any
accounts payable of Seller or trade payables incurred by the Seller,  whether or
not listed on the Financial  Statements  (as  hereinafter  defined) or any other
financial  statements  of Seller,  and whether or not  incurred  on, prior to or
after the Closing Date;

                           2.4.10.  Any negative cash balances, bank overdrafts
(including  uncleared checks as of the date of Closing),  held checks or similar
liabilities of Seller;

                           2.4.11.  Any liabilities for contribution obligations
to any Employee Benefit Plans (as hereinafter defined) or multiernployer pension
plans; and

                           2.4.12.  Any liabilities or obligations of Seller or
Real  Property  Seller of any nature  whatsoever,  whether due or to become due,
whether absolute,  accrued,  contingent or otherwise and whether or not known by
Seller or Real Property Seller on the Closing Date, unless specifically  assumed
by Buyer under Section 2.4.

                  2.5. Allocation of Purchase Price. The Purchase Price shall be
allocated by Buyer and Real Property  Buyer among the  Acquisition  Assets,  and
such  allocation  shall be  delivered  to Seller  within 45 days after  Closing.
Except  as  provided  in  Treasury  Regulation  1103 1 (d)- I T,  Buyer and Real
Property  Buyer shall complete and deliver to Seller a Form 8594 with respect to
such  allocation  prior to the date Seller is required to file a federal  income
tax return  containing such form.  Buyer,  Real Property Buyer,  Seller and Real
Property  Seller  shall  separately  file such Form 8594 with  their  respective
federal  income tax returns for the tax year in which the Closing Date occurs in
accordance with such allocation,  and none of Buyer, Real Property Buyer, Seller
or Real Property  Seller shall take a position on any income,  transfer or gains
tax return, or before any governmental agency charged with the collection of any
such tax or in any judicial proceeding,  that is in any manner inconsistent with
the terms of any such  allocation  without  written consent of the other in each
instance.

                  2.6.     Sales Taxes and Pro-Rations.


                           2.6.1.   Sales Taxes. Seller shall be responsible for
preparing  and filing any sales tax  returns  and paying any sales,  transfer or
similar  tax  arising  as a  result  of the  transactions  contemplated  by this
Agreement.  The  provisions  of this  Section  2.6.1  shall in no way modify the
obligation of Seller to collect and remit all sales and similar  taxes  relating
to operation of the LaPorte Business prior to Closing.

                           2.6.2.   Personal Property and Real Property Taxes.
At Closing,  (i) 2000 personal property taxes upon the Acquisition  Assets shall
be pro-rated between Real Property Buyer and Real Property Seller, and (ii) 2000
real  property  taxes for the Real  Property  shall be  pro-rated  between  Real
Property Buyer and Real Property Seller. For such taxes, amounts due for periods
prior to the  Closing  shall be for the  account  of Real  Property  Seller  and
Seller,  and  amounts  due for  periods  on and after  Closing  shall be for the
account of Real Property  Buyer and Buyer.  To the extent any pro-ration is made
using an estimated tax amount,  the pro-ration shall be adjusted,  if necessary,
promptly after the actual tax amount is known. .


                                        8


<PAGE>



                           2.6.3.   Prepaid Items.  At Closing, Buyer shall
reimburse  Seller for the prepaid items fisted on Schedule  1.1.6, to the extent
Buyer can take an assignment  of such items.  In the event such an assignment is
not possible,  Seller shall be responsible for obtaining a refund of such items,
and Buyer shall bear no responsibility or liability in respect thereof.

         3.       Representations and Warranties of Seller, Real Property Seller
and  Shareholder.  Seller,  Real  Property  Seller and  Shareholder  jointly and
severally represent and warrant to Buyer and Real Property Buyer as follows:

                  3.1. Organization and Good Standing. Seller is duly organized,
validly existing and in good standing under the laws of the State of Texas, with
full power to carry on its business as it is now and has since its  organization
been  conducted and to own,  lease or operate the  Acquisition  Assets which are
owned,  leased or operated by it. Except as set forth in Schedule 3.1,  there is
no other  jurisdiction in which the nature or conduct of the LaPorte Business or
the  character  of Seller's  properties  related to the LaPorte  Business  makes
qualification  to do business  by Seller in such  jurisdiction  necessary.  Real
Property Seller is a duly organized,  validly existing limited liability company
in good standing under the laws of the State of Texas,  with full power to carry
on its business as it is now and has since its  organization  been conducted and
to own,  lease or operate the assets which are owned,  leased or operated by it.
Except asset forth in Schedule 3.1, there is no other  jurisdiction in which the
nature or conduct of the Real Property Seller's business or the character of the
Real Property  Seller's  properties  makes  qualification to do business by Real
Property Seller in such jurisdiction necessary.

                  3.2.  Authorization  of  Agreement.  Each of  Seller  and Real
Property  Seller  has all  requisite  power  and  authority  to enter  into this
Agreement and to consummate the transactions contemplated hereby. This Agreement
and all other  agreements  and  instruments  to be  executed  by Seller and Real
Property  Seller in connection  herewith have been (or upon  execution will have
been) duty executed and delivered by Seller and Real Property Seller,  have been
effectively  authorized by all  necessary  action  (corporate or otherwise)  and
constitute  (or  upon  execution  will  constitute)  legal,  valid  and  binding
obligations  of Seller and Real  Property  Seller,  enforceable  against each of
Seller and Real  Property  Seller in  accordance  with their  respective  terms,
subject to applicable  bankruptcy,  insolvency,  reorganization,  moratorium and
similar laws affecting creditors' rights and remedies generally, and subject, as
to  enforceability,  to  general  principles  of equity  (regardless  of whether
enforcement is sought in a proceeding at law or in equity).

                  3.3.  Ownership of  Acquisition  Assets.  Seller is the lawful
owner of, or in the case of leased assets,  has the right to use and transfer to
Buyer,  each of the  Acquisition  Assets,  other  than the Real  Property.  Real
Property Seller is the lawful owner of the Real Property. The Acquisition Assets
are free  and  clear  of all  liens,  mortgages,  pledges,  security  interests,
restrictions, prior assignments,  encumbrances, options or claims of any kind or
nature whatsoever  (collectively,  "Liens"),  other than (i) the Liens listed on
Schedule 3.3,  which Seller and Real Property  Seller shall cause to be released
at or before Closing, and (ii) the Permitted  Exceptions.  The delivery to Buyer
of the instruments of transfer of ownership  contemplated by this Agreement will
vest good and marketable title, or good and indefeasible  title, as the case may
be,  to the  Acquisition  Assets  in Buyer,  free and  clear of all  Liens.  The
Acquisition Assets include all assets,


                                        9


<PAGE>



rights and  interests  used in the  LaPorte  Business  (whether  or not owned by
Seller)  other  than the  Excluded  Assets  and other  than  assets,  rights and
interests  which Seller has the right to use under the Assigned  Contracts,  and
which Buyer shall have the right to use after the Closing  Date  pursuant to the
Assigned Contracts.

                  3.4.     Financial Condition.

                           3.4.1.   Financial Statements.  Attached as Exhibit D
are the  following:  the income  statement  of the  Business at and for the year
ended December 31, 1999 (collectively,  the "Annual Financial Statements"),  and
(b) an  income  statement  at and for the 4 months  ended  April  30,  2000 (the
"Interim Financial  Statements,"  together with the Annual Financial Statements,
the "Financial Statements").

                           3.4.2.    Accounting Standards.  The Financial
Statements:  (i) have been prepared in accordance  with the books and records of
Seller; (ii) have been prepared in accordance with generally accepted accounting
principles  consistently  applied  throughout the periods covered except for (A)
the omission of notes to the Interim Financial  Statements,  and (B) the lack of
standard  immaterial year-end  adjustments in the Interim Financial  Statements;
(iii)  provide  adequate  reserves  in  respect  of all  liabilities  of Seller,
including  without  limitation  all contingent  liabilities or reserves  against
assets, as of their respective dates; (iv) present fairly the financial position
and  results of  operations  of Seller at and for the fiscal  periods  indicated
therein;  and (v) with  respect to  contracts  and  commitments  for the sale or
rental of goods or the  provision  of  services,  contain and  reflect  adequate
reserves for all reasonably  anticipated losses and costs and expenses in excess
of expected receipts.

                           3.4.3.   Absence of Certain Changes.  Except as set
forth on Schedule 3.4.3. since December 31, 1999 there has not been:


                           (a)      any sale, distribution, transfer or
subjection to any Lien of any Acquisition Assets;

                           (b)      any increase in the salary, benefits or
other  compensation  payable  or to become  payable  to or with  respect  to any
current or former officer, director or employee of Seller working in the LaPorte
Business, or the declaration,  payment, commitment or obligation of any kind for
the payment of a bonus or other additional  salary,  compensation or benefit for
such officers, directors or employees;

                           (c)      any transaction by Seller in the LaPorte
Business not in the ordinary and usual course of business  consistent  with past
practice;

                           (d)      any Material Adverse Effect (as defined
below in this Section 1.4.3);

                           (e)      any damage, destruction or loss, whether or
not  covered  by  insurance,  which has had or is  expected  to have a  Material
Adverse Effect;




                                       10


<PAGE>



                           (f)      any alteration in the manner in which Seller
keeps its books,  accounts or records or in the  accounting  practices  therein.
reflected;

                           (g)      the incurrence by Seller of any indebtedness
for borrowed  money or any commitment by Seller to borrow money or any guaranty,
direct or indirect,  of indebtedness of others,  or any prepayment by the Seller
of any indebtedness;

                           (h)      a termination, or a threatened termination,
or material  modification of any Contract or the relationship of Seller with any
material  customer or supplier or the occurrence of any adverse event  affecting
any business practice, product or process used by or in the LaPorte Business;

                           (i)      except as provided elsewhere herein, any
acquisitions,  dispositions or leases of or commitments to acquire,  dispose of,
or lease  any real  property,  or any  other  assets  in excess of $5,000 in the
aggregate;

                           (J)      any change in the operations, business or
manner of conducting  the LaPorte  Business,  other than changes in the ordinary
and usual  course of  business  consistent  with past  practice,  none of which,
individually  or in the  aggregate,  has had or is  expected  to have a Material
Adverse Effect; or

                           (k)      any declaration or payment of a dividend or
any  distribution  of assets of any kind  whatsoever  by Seller,  including  any
distribution  in redemption of, or as the purchase price for, any capital stock,
or in  discharge  or  cancellation,  in whole or in part,  of any  indebtedness,
whether in payment of principal,  interest or otherwise,  owing to  Shareholder,
and whether or not characterized as a "management fee" or other similar fee.

         As used in this Agreement,  "Material  Adverse Effect" means any change
in or effect on the Seller or  LaPorte  Business  that has had or is  reasonably
likely  to  have  a  material  adverse  effect  on  the  business,   operations,
properties,  condition (fmancial or otherwise), assets, liabilities or prospects
of the LaPorte Business in excess of $50,000.

                           3.4.4.   Books and Records.  With respect to the
LaPorte  Business,  Seller  (i) keeps  books,  records  and  accounts  that,  in
reasonable   detail,   accurately  and  fairly  reflect  the   transactions  and
dispositions  of  assets  and (ii)  maintains  a system of  internal  accounting
controls  sufficient to provide  reasonable  assurance that (A) transactions are
executed in accordance with management's general or specific authorization,  (B)
transactions  are  recorded as  necessary  to permit  preparation  of  financial
statements  to  maintain  accountability  for  assets,  (C)  access to assets is
permitted   only  in   accordance   with   management's   general  or   specific
authorization,  and (D) the recorded  accountability for assets is compared with
existing  assets at reasonable  intervals and  appropriate  action is taken with
respect to any differences.

                  3.4.5.   Solvency. Each of Seller and Real Property Seller is,
both before and after giving  effect to the  transactions  contemplated  by this
Agreement,  Solvent (as hereinafter  defined).  Neither Seller nor Real Property
Seller has any intention of delaying, hindering or defrauding its



                                       11


<PAGE>



creditors.  "Solvent" shall mean, with respect to any person (including  without
limitation  the Seller) as of the date of any  determination,  that on such date
(i) the assets of such  person at a fair  valuation  is  greater  than the total
amount of liabilities, including, without limitation, contingent liabilities, of
such person, (ii) the present fair salable value of the assets of such person is
not less than the amount that will be required to pay the probable  liability of
such person on its debts as they become absolute and matured,  (iii) such person
is able to  realize  upon its  assets  and pay its debts and other  liabilities,
contingent obligations and other commitments as they mature in the normal course
of business,  (iv) such person has not incurred,  does not intend to incur,  and
does not believe that it will incur debts or  liabilities  beyond such  person's
ability to pay such debts and liabilities as they become due or mature,  and (v)
such person is not engaged in  business  or a  transaction,  and is not about to
engage in business or a  transaction,  for which such  person's  property  would
constitute  unreasonably small capital after giving due consideration to current
and anticipated  future capital  requirements and current and anticipated future
business  conduct  and the  prevailing  practice  in the  industry in which such
person is engaged.  In computing  the amount of  contingent  liabilities  at any
time,  such  liabilities  shall be computed at the amount which, in light of the
facts and  circumstances  existing at such time,  represents the amount that can
reasonably be expected to become an actual or matured liability.

                  3.5.     Property of Seller.

                           3.5.1.   Real Property.

                           (a)      Except for the Real Property and the
buildings,  fixtures  and other  improvements  located  thereon  as set forth in
Schedule  3.5.  1,  there  is no  parcel  of real  property,  building  or other
structure presently owned or leased by Seller or Real Property Seller for use in
the LaPorte Business;

                           (b)      There are no conditional use permits to
which  Seller or the Real  Property  are bound  which  would  interfere  with or
prohibit  Buyer's  using the Real Property in the same manner as it is now being
used by Seller;

                           (c)      All of the buildings, fixtures and other
improvements  located on the Real Property are in good  operating  condition and
are fit for their  intended use. The operation of such  buildings,  fixtures and
other improvements as presently  conducted is not in violation of any applicable
building code, zoning ordinance or other law or regulation;

                           (d)      Seller holds valid and effective
certificates  of occupancy,  underwriters'  certificates  relating to electrical
work, zoning, building, housing, safety, fire and health approvals and all other
permits and licenses required by applicable law relating to the operation of the
Real Property;

                           (e)      Seller has not experienced during the three
years  preceding  the date hereof any material  interruption  in the delivery of
adequate   quantities  of  any   utilities   (including,   without   limitation,
electricity,  natural gas, potable water,  water for cooling or similar purposes
and fuel oil) or other public services (including, without limitation,  sanitary
and industrial sewer service) required by Seller in the operation of the LaPorte
Business during such period; and


                                       12


<PAGE>



                           (f)      There is no pending or, to Seller's best
knowledge,  threatened condemnation or eminent domain proceeding with respect to
or that could affect the Real Property.

                           3.5.2.   Tangible Personal Property.  There is listed
in Schedule 1.1.1 and Schedule  1.1.3(i) each  depreciable  item (whether or not
fully  depreciated) of tangible personal property owned by Seller which is to be
transferred to Buyer pursuant hereto;  and (ii) an  identification  of the owner
of,  and any  agreement  relating  to the use of,  each  such  item of  tangible
personal  property,  the rights to which are to be transferred to Buyer pursuant
hereto  under  leases  or other  similar  agreements  included  in the  Assigned
Contracts. Each item of such tangible personal property listed in such Schedules
is located on the Real  Property,  is in good  operating  condition  and repair,
subject to normal wear and tear, and is fit for its intended use.

                           3.5.3.   Intangible Personal Property. The conduct of
the  LaPorte  Business  does not  conflict  with or  infringe  upon any  patent,
copyright,  trademark,  trade secret, trade name or other intellectual  property
rights of others.

                  3.6.  Agreement  Not  in  Breach  of  Other  Instruments.  The
execution,  delivery  and  performance  of this  Agreement  by  Seller  and Real
Property Seller and the  consummation of the  transactions  contemplated  hereby
will not result in a breach of any of the terms and provisions of, or constitute
a default under, or conflict with any Contract or any other agreement, indenture
or other instrument to which either of Seller or Real Property Seller is a party
or by which either of them is bound,  the charter  documents of either of Seller
or Real Property Seller,  or any judgment,  decree,  order,  award, law, rule or
regulation of any United States,  state, local, or other goveniunental entity or
municipality or subdivision  thereof or any authority,  department,  commission,
agency,  board, bureau, court or other  instrumentality  thereof  (collectively,
"Governmental Authorities").

                  3.7.     Labor and Employment Matters.

                           3.7.1.   Except as set forth in Schedule 3.7 attached
hereto,  with  respect  to the  LaPorte  Business,  there  is no (a)  collective
bargaining  agreement or other labor  agreement to which Seller is a party or by
which it is bound; (b) employment, plant closing, change of control, performance
pay, pension, disability, health, life insurance,  multiernployer,  loan or loan
guaranty,  profit sharing,  deferred'compensation,  bonus,  stock option,  stock
purchase, stock appreciation, phantom stock, or other equity-based compensation,
retainer, consulting,  retirement, welfare, incentive or severance plan, policy,
contract or agreement to which Seller is a party or by which it is bound; or (c)
plan or agreement under which "fringe benefits" (including,  but not limited to,
vacation plans or programs,  sick leave plans or programs and related  benefits)
are afforded any of the employees of the LaPorte Business.

                           3.7.2.   All such agreements, policies, plans and
contracts  are in full  force and  effect,  and no party to any such  agreement,
plan,  policy or contract is in default  with  respect to any term or  condition
thereof, nor has any event occurred which through the passage of time


                                       13


<PAGE>



or the giving of notice, or both, would constitute a default thereunder or would
cause the acceleration of any obligation of any party thereto.

                           3.7.3.  Seller has complied with all applicable laws,
rules and  regulations  relating to the  employment  of labor,  including  those
related to wages, hours, immigration, health, safety, discrimination,  benefits,
collective bargaining and the payment and withholding of taxes and other sums as
required by appropriate  Governmental  Authorities  and has withheld and paid to
the appropriate  Governmental  Authorities or is holding for payment not yet due
to such authorities,  all amounts required to be withheld from such employees of
the  LaPorte  Business  and is not  liable  for any  arrears  of  wages,  taxes,
penalties  or other sums for failure to comply with any of the  foregoing.  With
respect to the LaPorte Business, there is no (a) unfair labor practice complaint
against Seller pending before the National Labor Relations Board or any state or
local  agency or any basis for any such  complaint;  (b) pending or, to the best
knowledge of Seller,  threatened  labor strike or other  material  labor trouble
affecting  the LaPorte  Business;  (c) labor  grievance  pending or, to the best
knowledge  of  Seller,  threatened  against  Seller  or any  basis  for any such
grievance;  (d)  pending  or,  to  the  best  knowledge  of  Seller,  threatened
representation  question  respecting the employees of the LaPorte Business;  (e)
pending or, to the best knowledge of Seller,  threatened arbitration proceedings
arising out of or under any collective bargaining agreement to which Seller is a
party;  (f) basis for which a claim may be made under any collective  bargaining
agreement  to  which  Seller  is a party;  or (g) any  pending  or,  to the best
knowledge of Seller,  threatened,  claim, charge,  investigation,  or proceeding
against  Seller  regarding  the  hiring,  employment,   promotion,   discipline,
compensation,  discharge  or dismissal of any employee of Seller and there is no
basis for any such claim. All reasonably anticipated  obligations of Seller with
respect to the  LaPorte  Business  (whether  arising  by  operation  of law,  by
contract,  by past custom or otherwise) for salaries,  vacation and holiday pay,
sick pay,  bonuses and other forms of  compensation  and benefits  payable to or
with respect to the current or former officers, directors or employees of Seller
in respect of the  services  rendered  by any of them have been paid or adequate
accruals  therefor  have been made in the  ordinary  course of  business  in the
Interim Financial  Statements for obligations  accrued through the date thereof,
and in the books and records of Seller for obligations accruing thereafter.

                  3.8.     Pension and Employee Benefit Plans.

                           3.8.1.   ERISA Welfare Plans.  With respect to the
LaPorte Business, all employee welfare benefit plans, as defined in Section 3(l)
of the Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"),
currently  maintained by or on behalf of Seller, or with respect to which Seller
is required to contribute,  or may have any liability or obligation,  are listed
on Schedule 3.8.1 (the "ERISA Welfare  Plans").  Except as described on Schedule
3.8.1, no ERISA Welfare Plans provide for any retiree medical coverage.

                           3.8.2.   ERISA Pension Plans.  Except as set forth on
Schedule 3.8.2 attached  hereto,  there are and for the last six years have been
no  employee  pension  benefit  plans,  as  defined  in  Section  3(2) of  ERISA
(including,  without limitation,  any defined benefit plan, defined contribution
plan, simplified employee pension plan, annuity plan, multiple employer plan, or
multiernployer  plan, as defined in ERISA and the Code,  currently maintained by
or on


                                       14


<PAGE>



behalf of Seller, or with respect to which Seller is required to contribute,  or
may have any liability or obligation,  or is otherwise bound (the "ERISA Pension
Plans").  Each ERISA  Pension  Plan that is intended to be tax  qualified  is so
qualified,  has been so qualified since its inception,  has received one or more
United States  Internal  Revenue  Service  determination  letters to such effect
covering such Plan from  inception to date,  and nothing has occurred that would
adversely affect or jeopardize such Plan's tax qualification.

                           3.8.3.   Non-ERISA Plans.  Except as set forth on
Schedule   3.8.3   there  are  no  bonus,   deferred   compensation,   executive
compensation,  fringe benefit,  incentive,  severance, stock option, performance
pay,  loan or loan  guarantee,  plant  closing,  change  of  control,  or  other
non-ERISA plans that Seller currently maintains, or with respect to which Seller
has any liability or obligation (the "Non-ERISA  Plans," and  collectively  with
the ERISA  Welfare  Plans and the ERISA Pension  Plans,  the  "Employee  Benefit
Plans").

                           3.8.4.   Delivery of Documents.  Seller has made
available  to Buyer for its  review  correct  and  complete  copies of- (a) each
Employee  Benefit Plan,  including all  amendments to such plan, and all summary
plan  descriptions  and other summaries of such plan, (b) each trust  agreement,
annuity or insurance  contract,  or other funding instrument  pertaining to each
Employee Benefit Plan, (c) the most recent annual report (IRS Form 5500 Series),
including all  schedules to such report,  if  applicable,  filed with respect to
each Employee  Benefit Plan for which such a report is required to be filed, (d)
the most recent plan audit, financial statement,  and accountant's opinion (with
footnotes),  if  applicable,  for each  Employee  Benefit Plan for which same is
required to be prepared,  and (e) the most recent of all relevant  schedules and
reports  concerning the  administrative  costs,  benefit payments,  employee and
employer contributions,  claims experience, financial information, and insurance
premiums for each  Employee  Benefit  Plan,  to the extent any of same have been
prepared by, or are in the possession of, Seller.

                  3.9.     Litigation and Compliance with Laws.

                           3.9.1.   Litigation Pending or Threatened.  Except as
set forth in Schedule 3.9.1, there is no action, suit, arbitration,  proceeding,
grievance  or  investigation,  pending  or,  to the best  knowledge  of  Seller,
threatened,   before  any  court,  tribunal,   arbitration,   panel,  master  or
governmental  agency,  authority or body in which Seller or Real Property Seller
is a party or to which Seller,  Real Property Seller or the  Acquisition  Assets
are subject, nor is Seller or Real Property Seller or any officer or employee of
either of them enjoined from any action or subject to any continuing restriction
which may adversely affect Seller,  Real Property Seller or the LaPorte Business
including, without limitation,  litigation with customers or with contractors or
suppliers who have performed  work on or supplied  equipment or materials to the
LaPorte Business or the properties of Seller or Real Property Seller relating to
the  LaPorte  Business.  None  of the  matters  listed  on  Schedule  3.9.1  can
reasonably be expected to (i) result in a Material Adverse Effect or (ii) result
in any material  adverse effect on the Acquisition  Assets or Buyer's ability to
freely use the Acquisition Assets in the LaPorte Business.

                           3.9.2.   Violation of Law. Seller is not in violation
of any provision of any law,  decree,  order or regulation  (including,  without
limitation, those relating to antitrust or



                                       15


<PAGE>



prohibiting  other  anti-competitive  business  practices,   those  relating  to
employment  practices,  such as  discrimination,  health and  safety,  and those
relating to minority business  enterprises).  Seller has all federal,  state and
local licenses,  permits and other governmental  authorizations  required in the
conduct of the  LaPorte  Business  and the  operation  of its  properties.  Such
licenses,  permits  and  other  governmental  authorizations,   including  those
obtained under  applicable  present  Environmental  Requirements (as hereinafter
defined),  are fisted in Schedule  3.9.2. No notice to, filing with, or approval
or consent of, any  governmental  agency'or  body  issuing  any of the  permits,
licenses or other governmental authorizations,  or otherwise having jurisdiction
over  Seller or the LaPorte  Business or the  operations  or  properties  of the
LaPorte  Business,  is required in 'order to pennit the  execution,  delivery or
performance of this Agreement, the consummation of the transactions contemplated
hereby or the sale,  transfer  and  delivery  of the  Acquisition  Assets or the
continuation of the LaPorte Business after the Closing. Seller is not a party to
any consent decree issued by any Governmental  Authority relating to the LaPorte
Business.  Seller has obtained valid resale  certificates from all customers who
have purchased  goods or services from Seller without paying sales or use taxes,
and Seller has otherwise complied with all applicable sales and use tax laws.

                           3.9.3.   Environmental Matters.  Except as set forth
in Schedule  3.9.3  attached  hereto,  to the best  knowledge of Seller and Real
Property Seller:

                           (a)      Hazardous Materials.  No Hazardous Materials
(as hereinafter  defined) are presently  deposited,  stored or otherwise located
on, under or in the Property (as hereinafter  defined);  no Hazardous  Materials
have  migrated or threaten to migrate from other  properties to (whether upon or
beneath) the  Property;  no  Hazardous  Materials  have  migrated or threaten to
migrate from the Property to (whether  upon or beneath) any other  property;  no
activity on or  condition  of the  Property has  constituted  or  constitutes  a
nuisance or has constituted or constitutes a tortious  condition with respect to
any third party; and no Hazardous  Materials generated from the LaPorte Business
or located under, in or about the Property in the past have been  transported to
any waste  disposal  facility or other site in  violation of any present or then
applicable Environmental Requirements,  and such generation or transport has not
and shall not result in any Environmental Damages (as hereinafter defined).

                           (b)      Environmental Requirements.  The conduct of
the LaPorte  Business and the Property and Seller's  existing and prior uses and
activities and, to the best of Seller's knowledge,  prior uses and activities of
other parties,  thereon,  comply and have at all times complied with all present
or then applicable Environmental Requirements.

                           (c)      Notice of Violations. Neither Seller nor, to
the best knowledge of Seller, any other owner,  tenant,  occupant or user of the
Property has received any notice or other  communication  concerning any alleged
or  actual  violation  of  Environmental   Requirements,   or  notice  or  other
communication  concerning alleged or actual liability for Environmental  Damages
in connection with the Property, and there is no (i) writ,  injunction,  decree,
order or judgment outstanding,  nor any lawsuit,  claim,  proceeding,  citation,
directive,  summons  or  investigation,  pending  or, to the best  knowledge  of
Seller, threatened, relating to the ownership,. use, maintenance or operation of
the Property by any person or concern, (ii) alleged violation of


                                       16


<PAGE>



Environmental  Requirements,  (iii) suspected presence of any Hazardous Material
thereon,  or (iv) alleged disposal of Hazardous Material  therefrom.  Seller has
not been ordered or requested by any Governmental Authority to take any steps to
remedy  any  condition  on  the  Property  not   constituting   a  violation  of
Environmental Requirements.

                           (d)      Underground Inspection and Storage Tanks. No
(i)  underground  improvement,  including  without  limitation  any treatment or
storage tank or water, gas or oil well or (ii) above-ground storage tank, is or,
to the best knowledge of Seller, ever has been located on any Property.

                           (e)      Definitions.  For the purposes of this
Agreement:

                                    (i)     "Hazardous Materials" means any
substance: (A) the presence of which requires investigation or remediation under
any applicable federal,  state or local statute,  rule,  regulation,  ordinance,
order,  action or policy or common  law;  (B) that is  defined  as a  "hazardous
waste" or "hazardous  substance"  under any applicable  federal,  state or local
statute, rule, regulation or ordinance, including without limitation any statute
referred  to in Section  3.9.3(e)(iii)  hereof-,  (C) that is toxic,  explosive,
corrosive,  flammable,  infectious,  radioactive,   carcinogenic,  mutagenic  or
otherwise hazardous and is regulated by any applicable  Governmental  Authority;
(D) the  presence  of which  on the  Property  causes  or  threatens  to cause a
nuisance  upon the Property or to adjacent  properties  or poses or threatens to
pose a hazard to the health or safety of persons on or about the  Property;  (E)
the  presence of which on adjacent  properties  could  constitute  a trespass by
Seller, or by Buyer after the Closing;  (F) that contains gasoline,  diesel fuel
or other petroleum  hydrocarbons in any unconfined  manner; or (G) that contains
PCBs, asbestos, or urea formaldehyde foam insulation.

                                    (ii)    "Environmental Damages" shall mean
all claims,  judgments,  damages,  losses, costs, penalties,  fines, liabilities
(including  strict  liability),  encumbrances,  liens,  costs  and  expenses  of
investigation and defense of any claim,  whether or not such claim is ultimately
defeated,  and of any  settlement  or  judgment,  of  whatever  kind or  nature,
contingent or otherwise,  matured or unmatured,  foreseeable  or  unforeseeable,
including without  limitation  reasonable  attorneys' fees and disbursements and
consultants'  fees,  any of which  are  incurred  at any time as a result of the
existence  prior to the Closing Date of Hazardous  Material  upon or beneath the
Property or migrating or  threatening  to migrate to or from the  Property,  the
transport or disposal of any Hazardous Materials to or from the Property, or the
existence  of a  violation  of  Environmental  Requirements  pertaining  to  the
Property  or LaPorte  Business,  regardless  of whether  the  existence  of such
Hazardous   Material,   such  disposal  or  transport,   or  such  violation  of
Environmental  Requirements arose prior to the present ownership or operation of
the Property, and including without limitation:

                    (A)  damages for personal  injury,  or injury to property or
                         natural  resources  occurring  on or off the  Property,
                         including,    without    limitation,    lost   profits,
                         consequential  damages,  the  cost  of  demolition  and
                         rebuilding of any improvements on Property, interest


                                       17


<PAGE>



                         and penalties including but not limited to claims
                         brought by or on behalf of employees of the LaPorte
                         Business;

                    (B)  reasonable fees incurred for the services of attorneys,
                         consultants, contractors, experts, laboratories and all
                         other costs,  including  without  limitation  costs for
                         material and equipment, incurred in connection with the
                         investigation   or   remediation   of  such   Hazardous
                         Materials or violation  of  Environmental  Requirements
                         including,  but not liniited to, the preparation of any
                         feasibility  studies or reports or the  performance  of
                         any cleanup, remedial,  removal,  response,  abatement,
                         containment,   closure,  restoration,   reclamation  or
                         monitoring work required by any federal, state or local
                         governmental  agency  or  political   subdivision,   or
                         reasonably  necessary to make full  economic use of the
                         Property or any other property or otherwise expended in
                         connection with such conditions,  and including without
                         limitation  any  attorneys'  fees,  costs and  expenses
                         incurred in enforcing  this Agreement or collecting any
                         sums due hereunder;

                    (C)  liability to any third person or governmental agency to
                         indemnify  such person or agency for costs  expended in
                         connection  with the items  referenced in  subparagraph
                         (B) herein; and

                    (D)  diminution  in the value of the  leasehold  interest of
                         Buyer in the Property  and damages for the  restriction
                         on the use of or adverse  impact on the usable space or
                         of any amenity of the Property.

                                    (iii)   "Environmental Requirements" shall
mean all applicable present or future statutes,  regulations, rules, ordinances,
codes, licenses,  permits, orders, approvals,  plans, authorizations and similar
items, of all governmental agencies, departments,  commissions,  boards, bureaus
or instrumentalities of the United States, the states and political subdivisions
thereof and all applicable  judicial and administrative and regulatory  decrees,
judgments  and  orders  relating  to  the  protection  of  human  health  or the
environment,  including,  without  limitation:  all  requirements  pertaining to
emissions,   discharges,  releases  or  threatened  releases  of  any  Hazardous
Materials into the air,  surface water,  groundwater or land, or relating to the
manufacture,   processing,  distribution,  use,  treatment,  storage,  disposal,
transport or handling of any Hazardous Materials; all requirements pertaining to
the  protection of the health and safety of employees or the public  (including,
without  limitation,  all requirements under the Occupational  Safety and Health
Act and all rules and regulations promulgated thereunder); all


                                       18


<PAGE>



requirements  pertaining to the  reclamation  or  restoration  of land;  and all
requirements pertaining to underground storage tanks.

                                    (iv)    "Property" means the Real Property.

                  3.10.    Contracts and Other Instruments.

                           3.10.1.  Seller is not a party to any contract
involving  more than $1,500 to supply goods or  services,  whether or not in the
ordinary,  and usual course of business,  the remaining  cost of  performance of
which  (including  overhead)  is  expected  to  exceed  the  remaining  revenues
therefrom  other  than  to the  extent  provided  for in the  Interim  Financial
Statements.  Each  Contract is a valid,  binding and  enforceable  agreement  of
Seller and, to the best knowledge of Seller,  the other parties  thereto.  There
has not occurred any default under any Contract on the part of Seller or, to the
best knowledge of Seller, on the part of the other parties thereto, and no event
has  occurred  which,  with the giving of notice or the lapse of time,  or both,
would constitute any default under any Contract. Seller is not aware of any fact
which is  reasonably  likely  in the  future  to cause  Seller or Buyer to be in
default under any Contract. Except asset forth in Schedule 3.10.1, no consent of
any party to any Contract is required in order to permit the execution, delivery
or  performance  of  this  Agreement,   the  consummation  of  the  transactions
contemplated hereby, or the sale, transfer or delivery of the Acquisition Assets
or the assumption of the liabilities to be assumed by Buyer under Section 2.4.

                           3.10.2.  Schedule 3.10.2 attached hereto lists each
contract,  agreement,  purchase order, lease, license, indenture or comm itment,
written  or oral,  to which  Seller is a party or by which any of its assets are
bound and which relates to the LaPorte Business,  except: (A) agreements for the
purchase by Seller of goods, materials, supplies or services in the ordinary and
usual course of the LaPorte  Business  consistent  with past practice  involving
less than $1,500 in  consideration in each such case or $5,000 in the aggregate;
and (B) agreements  for the sale of goods or services  (other than the rental or
lease of Rental  Equipment)  in the  ordinary  and usual  course of the  LaPorte
Business consistent with past practice by Seller in which the sales price of the
goods to be sold and the services to be rendered pursuant to each such agreement
is less  than  $1,500  for  each  such  agreement  or  $5,000  in the  aggregate
(collectively,  the "Contracts"). True and complete copies of such Contracts, or
where they are oral,  true and complete  written  summaries  thereof,  have been
delivered to Buyer by Seller.

                           3.10.3.  Schedule 3.10.3 attached hereto lists (i)
each  binding  outstanding  bid or proposal  for a contract  (A) under which the
value  of  services  to be  performed  or goods to be  provided  by the  LaPorte
Business  or the cost of goods to be sold or rented by the  LaPorte  Business is
expected  to exceed  $1,500 or (B) under  which  Seller  expects to have a gross
margin loss, and a description of and projected dollar value of each such bid or
proposal;  and (ii) the aggregate dollar amount of all outstanding or threatened
claims or disputes  involving more than $1,500  individually under each Contract
presently or heretofore in effect  (including,  without  limitation,  claims for
back  charges,  rebates,  price  reductions  or  settlements  or for breaches of
product or service  warranties or for product or service  liability for products
leased, rented or


                                       19


<PAGE>



sold).  True and complete  copies of each of such bids and  proposals  have been
delivered to Buyer by Seller.

                  3.11.     Intentionally Deleted.

                  3.12.  Warehoused Goods  Inventory.  The warehoused goods from
Seller's  customers  stored  by  Seller on the Real  Property  (the  "Warehoused
Goods")  are in good  condition,  are  stored.in  accordance  with the orders of
Seller's  customers,  and are fit to be distributed in accordance with orders of
customer.  There are not any current or, to Seller's  knowledge,  pending claims
against Seller in respect of any consigned inventory.

                  3.13.    Compensation of and Indebtedness to and from
Employees.

                           3.13.1.  Schedule 3.13.1 attached hereto sets forth a
true and  complete  list of the names of and offices and  positions  held by the
employees of the Seller in the LaPorte  Business,  and the current  compensation
from Seller of each such employee  (including  salary,  bonus,  other  incentive
compensation,  profit  sharing,  and  deferred  compensation).  No loans or loan
agreements  exist  between  Seller  and  any  current  or  former  employees  or
independent  contractors or the LaPorte Business, and Seller has not directly or
indirectly  guaranteed  or  otherwise  obligated  itself  with  respect  to  any
indebtedness of any such employee or independent contractor.

                           3.13.2.  Except as set forth on Schedule 3.13.2
attached  hereto,  Seller  has no  financial  obligation  and  is not  otherwise
indebted to any person who is an employee of the Seller in the LaPorte Business,
or to any  relative of any such person or to any entity  controlled  directly or
indirectly  by,  or  otherwise  affiliated  with,  such  person,  in any  amount
whatsoever other than for compensation for services  rendered since the start of
the current

                                       20


<PAGE>



pay period of the LaPorte Business  generally utilized for its employees and for
business expenses.

                  3.14.  Powers  of  Attorney  and  Suretyships.  Seller  has no
general or special powers of attorney outstanding (whether as grantor or grantee
thereof) and has no obligation or liability (whether actual, accrued,  accruing,
contingent or otherwise) as guarantor,  surety, co- signer, endorser,  co-maker,
indemnitor or otherwise in respect of the obligation of any person.

                  3.15.  Insurance.  Schedule 3.15 sets forth a true and correct
list of all insurance policies of any nature whatsoever maintained by Seller for
the  LaPorte  Business  at any time  during the three years prior to the date of
this Agreement and the annual or other premiums  payable  thereunder.  Except as
set forth in Schedule  3.15,  all such  insurance is on an occurrence  basis and
will continue to provide  coverage after the Closing Date for occurrences  prior
to the Closing Date. There are no outstanding requirements or recommendations by
any  insurance  company  that  issued  any such  policy  or by any Board of Fire
Underwriters  or other  similar  body  exercising  similar  functions  or by any
governmental authority exercising similar functions which requires or recommends
any  changes in the  conduct  of, or any  repairs or other work to be done on or
with respect to any of the properties or assets of, the LaPorte Business. Seller
has not  received  any  notice or other  communication  from any such  insurance
company within the three years preceding the date hereof canceling or materially
amending or materially increasing the annual or other premiums payable under any
of said  insurance  policies,  and to the  best  knowledge  of  Seller,  no such
cancellation,, amendment or increase of premiums is threatened.

                  3.16.    Customers.  Except as set forth on Schedule 3.16,
during the year ended December 31, 1999, not more than $50,000 (on an annualized
basis) of the revenues of the LaPorte  Business was  attributable  to any single
customer or to any group of affiliated customers.

                  3.17.  No  Undisclosed  Liabilities.  Except  as set  forth on
Schedule  3.17  attached  hereto and to the  extent  specifically  reflected  or
reserved against in the Interim  Financial  Statements,  and except for accounts
payable to suppliers and accrued expenses  incurred after April 30, 2000, in the
ordinary  and usual course of business  consistent  in nature and amounts to the
accounts payable and accrued expenses reflected in the Financial  Statements for
comparable periods, Seller has no liability or obligation of any nature, whether
absolute,  accrued,  contingent or  otherwise,  and whether due or to become due
(including,  without limitation, any liability for taxes and interest, penalties
and other charges payable with respect to any such liability or obligation) with
respect to the LaPorte Business.

                  3.18.  Disclosure.  Seller  has  disclosed  to Buyer all facts
known to it material to the LaPorte  Business  and the  businesses,  properties,
operations,  prospects  and  financial  condition  of the LaPorte  Business.  No
representation  of or  warranty  by Seller in this  Agreement  or any  document,
written statement, certificate, Schedule or Exhibit furnished or made available,
or to be  furnished  or made  available,  to Buyer  by or on  behalf  of  Seller
pursuant  hereto,  considered  as a whole,  contains  any untrue  statement of a
material fact or omits to state a material fact necessary to make the statements
of facts contained therein not misleading.

                                       21


<PAGE>



                  3.19. Brokerage.  Except as set forth on Schedule 3.19, Seller
is not obligated to make any payment to any finder, broker, investment banker or
financial  advisor in connection  with any of the  transactions  contemplated by
this  Agreement or the  negotiations  looking  toward the  consummation  of such
transactions.  Seller  acknowledges that Buyer has no obligation to pay any such
finder, broker,  investment banker or financial advisors,  whether or not listed
on Schedule 3.19.

                  3.20. Taxes.  Within the times and in the manner prescribed by
law,  each of Seller and Real  Property  Seller  has  correctly  and  completely
prepared and filed or caused to be filed all tax returns, declarations, reports,
claims for refi ' md, or information  returns,  including any attachments and/or
amendments thereof,  (collectively,  "Tax Returns") for income, franchise, gross
receipts,  sales,  use, real property,  personal  property,  payroll,  and other
taxes,  including,  without  limitation,  those relating to the LaPorte Business
required to be filed by it with any Governmental Authority, and has paid in full
all taxes ( and any other associated assessments, judgments, costs, interest and
penalties) owing to or assessed by each such Governmental Authority,  whether or
not reported on such Tax Returns (collectively, "Taxes"). Except as set forth in
Schedule  3.20,  (a) neither  Seller nor Real  Property  Seller is currently the
beneficiary  of any extension of time within which to file any Tax Returns,  (b)
no claim has been made by any  Governmental  Authority  in any  jurisdiction  in
which either  Seller or Real  Property  Seller do not file Tax Returns  claiming
that neither  Seller nor Real Property  Seller is or may be subject to any Taxes
within that  jurisdiction,  (c) no ongoing  audits are being  conducted  against
Seller or Real Property  Seller by any  Governmental  Authority,  nor has Seller
received any notice from any Governmental  Authority that any such audit will be
conducted, (d) neither Seller nor Real Property Seller has waived any statute of
limitations or agreed to any extension of time with respect to the review of any
Tax Returns or Taxes thereby imposed, (e) no security interests have been filed,
perfected or otherwise  claimed on any of the assets of Seller or Real  Property
Seller in  connection  with the  failure to pay any  Taxes,  (f) Seller and Real
Property  Seller have withheld and paid all Taxes required to have been withheld
and  paid  in  connection  with  amounts  paid  for or  owing  to any  employee,
independent contractor, creditor, stockholder, or other third party, (g) neither
Seller nor Real Property  Seller is required to include in income any adjustment
pursuant  to  Section  481 of the Code (or  similar  provisions  of other law or
regulation) by reason of a change in accounting; and (h) neither Seller nor Real
Property  Seller is a party to any tax allocation or sharing  agreement with any
third  party  and has not  assumed  the  liability  of any  other  person  under
contract. Seller has never filed and will not file on or before the Closing Date
any consent under Section 341(f) of the Code.

         4.       Representations and Warranties of Shareholder.

         Shareholder  represents and warrants to and for the benefit of Buyer as
follows:

                  4.1.   Organization  and  Good  Standing.   Shareholder  is  a
corporation duly organized, validly existing and in good standing under the laws
of Ontario,  with full power to carry on its business as it is now and has since
its  organization  been  conducted and to own, lease or operate the assets which
are owned, leased or operated by it.

                                       22


<PAGE>



                  4.2.  Power  and  Authority.  Shareholder  has fall  power and
authority to make and perform this  Agreement,  and to perform the  transactions
contemplated  by this  Agreement.  This  Agreement and all other  agreements and
instruments  executed and delivered by Shareholder  in connection  herewith have
been  duly  executed  and  delivered  by  Shareholder.  This  Agreement  and the
transactions and other agreements and instruments contemplated by this Agreement
constitute a legal,  valid and binding  obligation of  Shareholder,  enforceable
against  Shareholder  in  accordance  with  its  terms,  subject  to  applicable
bankruptcy,  insolvency,  reorganization,  moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability,  to
general principles of equity  (regardless of whether  enforcement is sought in a
proceeding at law or in equity).

                  4.3.  Agreement  Not  in  Breach  of  Other  Instruments.  The
execution,  delivery and  performance of this  Agreement by Shareholder  and the
consummation of the transactions contemplated hereby will not result in a breach
of any of the terms  and  provisions  of, or  constitute  a  default  under,  or
conflict with, or, except as set forth on Schedule 4.3 attached hereto,  require
the consent of any party under, any agreement,  indenture or other instrument to
which Shareholder is a party or by which Shareholder is bound (except where such
consent has already been obtained), or any judgment,  decree, order, award, law,
rule or regulation of any Governmental Authority.

                  4.4.  Disclosure.   No  representation  or  warranty  made  by
Shareholder  contained  in this  Agreement  or in any other  writing  fin-nished
pursuant hereto contains or will contain an untrue  statement of a material fact
or omits or will omit to state a material fact  necessary to make the statements
and facts contained  herein or therein,  in light of the  circumstances in which
they were or are made, not false or misleading.

         5.       Representations and Warranties of Buyer and Real Property
Buyer.

         Buyer and Real  Property  Buyer  jointly and  severally  represent  and
warrant to the Shareholder, Real Property Seller and Seller that:

                  5.1.  Organization  and Corporate  Authority.  Buyer is a duly
organized,  validly existing limited partnership in good standing under the laws
of Texas.  Real Property Buyer is a duly  organized,  validly  existing  limited
liability company in good standing under the laws of the State of Texas. Each of
Real  Property  Buyer and Buyer has all  requisite  power and authority to enter
into this Agreement and to consummate the transactions contemplated hereby. This
Agreement  and all  other  agreements  herein  contemplated  to be  executed  in
connection  herewith have been (or upon  execution will have been) duly executed
and delivered by each of Real Property  Buyer and Buyer,  have been  effectively
authorized by all necessary action,  corporate or otherwise,  and constitute (or
upon execution will constitute) legal, valid and binding  obligations of each of
Real Property Buyer and Buyer,  enforceable  against each of Real Property Buyer
and Buyer in  accordance  with their  respective  terms,  subject to  applicable
bankruptcy,  insolvency,  reorganization,  moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability,  to
general principles of equity  (regardless of whether  enforcement is sought in a
proceeding at law or in equity).


                                       23


<PAGE>



                  5.2.  Agreement  Not  in  Breach  of  Other  Instruments.  The
execution,  delivery and  performance of this Agreement by each of Real Property
Buyer and Buyer and the  consummation of the  transactions  contemplated  hereby
will not result in a breach of any of the terms or provisions  of, or constitute
a default under,  or conflict with, any material  agreement,  indenture or other
instrument to which each of Real Property Buyer and Buyer is a party or by which
it is bound,  each of Real Property  Buyees and Buyees  charter  documents,  any
judgment,  decree,  order,  award,  law, rule or regulation of any  Governmental
Authority applicable to Real Property Buyer or Buyer.

                  5.3.   Regulatory   Approvals.   All   consents,    approvals,
authorizations and other requirements  prescribed by any law, rule or regulation
which must be obtained or satisfied by each of Real Property Buyer and Buyer and
which are necessary for the  consummation  of the  transactions  contemplated by
this Agreement have been obtained and satisfied.

                  5.4.     Brokerage.  Neither Real Property Buyer nor Buyer has
dealt with,  or is  obligated  to make any  payment  to, any  finder,  broker or
investment   banker  or  financial   advisor  in  connection  with  any  of  the
transactions  contemplated by this Agreement or the negotiations  looking toward
the consummation of such transactions.

         6.       Closing.

         The closing of the  transactions  herein  contemplated  (the "Closing")
shall, unless another date, time or place is agreed to in writing by the parties
hereto,  take place at 10: 00 a.m.,  local time,  on June 2, 2000 (the  "Closing
Date"),  at the offices of Gibson,  Dunn & Crutcher LLP,  2100 McKinney  Avenue,
Suite 1100, Dallas, Texas 75201.

         7.       Certain Understandings and Agreements of the Parties.

                  7.1.     Access.

                           7.1.1.   General Diligence Investigation.  Until the
Closing Date,  (a)  authorized  representatives  of Buyer shall have  reasonable
access  during  normal  business  hours  to  all  properties,   books,  records,
contracts,  and documents of Seller relating to the LaPorte Business, (b) Seller
shall furnish to Buyer all information with respect to the LaPorte Business that
Buyer may reasonably request,  and (c) Buyer shall have the right to discuss the
affairs  and  LaPorte  Business  of Seller  with the  employees  of the  LaPorte
Business.  Between  the date  hereof  and the  Closing,  Buyer  shall be able to
contact  customers  of  the  LaPorte  Business  for  diligence  purposes  and to
facilitate Closing.

                           7.1.2.   [Intentionally Deleted]

                           7.1.3.   Preservation of Records.  For a period of
five  years  after the  Closing,  Buyer  shall  preserve  all files and  records
relating  to the LaPorte  Business  and shall  allow  representatives  of Seller
access to such  files and  records  and the right to make  copies  and  extracts
therefrom  during  normal  business  hours,  provided that at any time after the
Closing Buyer may give Seller  written notice of its intention to dispose of any
specified part of such files and records,

                                       24


<PAGE>



in which case Seller may notify  Buyer  within 60 days of receipt of such notice
of  Seller's  desire to retain  one or more of the items to be  disposed  of and
Buyer shall thereupon deliver such items to Seller at Seller's expense.

                  7.2. Conduct of LaPorte  Business.  The LaPorte Business shall
be conducted  from the date hereof  through the Closing Date in the ordinary and
usual course of the LaPorte Business consistent with past practice,  and without
limiting the generality of the foregoing Seller shall not (except with the prior
written consent of Buyer) do or cause or permit to occur any act, event or other
occurrence which is represented or warranted not to have occurred since December
31, 1999 in Section 3.4.3 hereof.

                  7.3.  Preservation  of  Organization.  Seller  shall  use  its
commercially  reasonable  efforts  to  preserve  the  LaPorte  Business  and the
organization of the LaPorte Business, to keep available to Buyer the services of
the present  employees  of the LaPorte  Business,  and to preserve for Buyer the
favorable  business  relationships  of the LaPorte  Business with its suppliers,
customers and others with whom business relationships exist.

                  7.4.     Current Information.  Seller and Real Property Seller
will advise Buyer in writing immediately, but in any event prior to the Closing,
of-

                           7.4.1.  the occurrence of any event which renders any
of the representations or warranties set forth herein inaccurate in any material
respect  or  the  awareness  of  Seller  or  Real   Property   Seller  that  any
representation  or warranty  set forth  herein was not  accurate in all material
respects when made; and

                           7.4.2.  the failure of any of Seller or Real Property
Seller to comply with or accomplish any of the covenants or agreements set forth
herein in any material respect.  Seller will also provide to Buyer,  promptly on
becoming  available,  copies of all operating and financial reports prepared by,
or in the normal  conduct of business of, Seller in connection  with the LaPorte
Business.

                  7.5. Contracts.  Between the date hereof and the Closing Date,
Seller shall not,  without the prior written consent of Buyer,  (a) amend in any
material  respect or  terminate  any  contract,  agreement,  right,  instrument,
purchase  order,  lease,  license,   warranty,   indenture,   bid,  proposal  or
commitment,  whether written or oral,  relating to the LaPorte Business to which
Seller is a party,  or (b) enter  into or become a party to or submit any bid or
proposal for any contract, agreement, instrument, arrangement, purchase order or
commitment  with any customer of the LaPorte  Business under which (i) the value
of services to be performed  by the LaPorte  Busmiess or the cost of goods to be
sold by the LaPorte  Business will exceed $5,000  individually or $20,000 in the
aggregate;  or (ii) the reasonably anticipated costs and expenses of the LaPorte
Business will exceed its anticipated receipts.

                  7.6.     Insurance.  Between the date hereof and the Closing
Date, Seller shall continue in force existing insurance policies relating to the
LaPorte Business or substantially  equivalent  replacement policies without gaps
in coverage.


                                       25


<PAGE>



                  7.7.     Waiver of Compliance with Bulk Sales Laws. Subject to
Section  10.1.7  hereof,  Buyer and  Seller  hereby  waive  compliance  with the
requirements of the applicable bulk sales laws of any jurisdiction.

                  7.8.     Condition to Transfer of Certain Contracts.

                           7.8.1.   Seller and Real Property  Seller shall use
their  commercially  reasonable efforts to procure.  all consents,  approvals or
waivers which must be obtained by Seller and Real Property  Seller and which are
necessary for completion of the  transactions  described  herein,  including all
required  consents from third parties under the Assigned  Contracts or otherwise
and all  required  consents  of any  governmental  agency  or body  issuing  any
permits,  licenses or other governmental  authorizations affecting Real Property
Seller or Seller or its  businesses or  properties so that the LaPorte  Business
may continue to be operated by Buyer without  interruption or any adverse effect
following the Closing.

                           7.8.2.  At the Closing Buyer and Real Property Buyer
may elect to close the transactions contemplated hereby notwithstanding the fact
that Seller or Real  Property  Seller may have failed to obtain  consents to the
transfer of one or more  Assigned  Contracts  which by their  terms  require the
consent of any other  contracting  party  thereto to the  assignment  thereof to
Buyer or Real Property  Buyer - The terms of this Section 7.8.2 shall govern the
transfer  of the  benefits  of  each  such  Assigned  Contract.  Notwithstanding
anything herein to the contrary,  the parties hereto  acknowledge and agree that
at the Closing  Seller will not assign to Buyer or Real Property  Buyer any such
Assigned  Contract  which  by its  terms  requires  the  consent  of  any  other
contracting  party thereto  unless each such consent has been obtained  prior to
the Closing Date. With respect to each such unassigned Assigned Contract,  after
the  Closing  Date Seller or Real  Property  Seller,  as the case may be,  shall
continue to deal with the other contracting party(ies) to such Assigned Contract
as the prime contracting party and shall use its commercially reasonable efforts
to obtain the consent of all required parties to the assignment of such Assigned
Contract,  but  Buyer or Real  Property  Buyer,  as the  case  may be,  shall be
entitled to the benefits of such Assigned  Contract  accruing  after the Closing
Date to the extent that Seller or Real Property Seller,  as the case may be, may
provide  Buyer or Real  Property  Buyer,  as the case may be, with such benefits
without  violating the terms of such Assigned  Contract;  Buyer or Real Property
Buyer,  as the case may be, agrees to perform the  obligations of Seller or Real
Property  Seller,  as the case may be, to be performed  under any such  Assigned
Contract to the extent that Buyer or Real Property  Buyer  receives the benefits
provided under such Assigned Contract after the Closing Date.

                  7.9.  Permits,  Authorizations  or  Consents  of  Governmental
Authorities.  On or prior to the Closing Date,  the parties  hereto shall obtain
all permits,  authorizations  or consents of any  governmental  authorities  and
third parties  required prior to consummation of the  transactions  contemplated
hereby.   The  parties  hereto  shall  comply  with  the   requirements  of  the
Hart-Scott-Rodino  Antitrust Improvements Act of 1976, if applicable,  and shall
obtain any necessary government approvals or consents required thereunder.

                                       26


<PAGE>



                  7.10.  Employees.  Seller shall be responsible  for all costs,
obligations and  liabilities  (including  severance and accrued  vacation pay or
other claims by any of Seller's employees) which may result from the termination
by Seller of the employment of any employee of the LaPorte Business on or before
the Closing Date.

                  7.11.  Covenant Not to Compete.  At the Closing,  Seller, Real
Property Seller and the  Shareholder  shall enter into a Covenant Not to Compete
and  Confidentiality  Agreement  substantially  in the form  attached  hereto as
Exhibit E (the "Covenant Not to Compete.")

                  7.12.  COBRA.  Buyer does not assume,  and Seller agrees to be
solely  responsible  for and indemnify and hold Buyer harmless from, any and all
liabilities relating to health care continuation coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), with respect to
(i)  qualifying  events'that  occur on or prior to the  Closing  Date;  (ii) any
coverage  elections made under or which relate to any Seller health plan;  (iii)
any employee or qualified  beneficiary whose COBRA coverage rights relate to his
employment  or  relationship  with Seller;  or (iv) events  arising out of or in
connection with the events contemplated by this Agreement.

                  7.13.    Escrow Agreement.  At the Closing, Seller, Real
Property Seller, Shareholder,  Buyer and Real Property Buyer shall enter into an
Escrow  Agreement  substantially  in the form attached  hereto as Exhibit E (the
"Escrow Agreement").

                  7.14. Public Announcements.  Prior to the Closing Date, Buyer,
on the one hand, and Seller and Real Property  Seller,  on the other hand,  will
consult with each other before issuing any press release or otherwise making any
public   statements   with  respect  to  this  Agreement  or  the   transactions
contemplated  hereby and shall not issue any such press release or make any such
public statement to which the other party shall reasonably object, except as may
be  required  by law or any  rule or  regulation  or  listing  agreement  with a
securities exchange.

                  7.15.  Exclusivity.  Until the  first to occur of the  Closing
Date or termination of this Agreement in accordance with its terms,  neither the
Seller  nor  Real  Property  Seller  nor  any of  their  respective  affiliates,
shareholders, directors, officers, representatives, or agents shall, directly or
indirectly,  knowingly encourage, solicit, initiate or participate in any way in
discussions  or  negotiations   with,  or  knowingly  provide  any  confidential
information to, any  corporation,  partnership,  person or other entity or group
(other than Buyer and its officers,  employees and  representatives)  concerning
any  acquisition  or  purchase  of all or a material  amount of the  Acquisition
Assets, including without limitation the Real Property.

                  7.16.    Confidentiality Agreement.  As of the Closing, any
prior  confidentiality  agreements  between  Buyer  and  Seller  shall  be of no
fin-ther force or effect.

                  7.17. Continuing Confidentiality Obligations. Unless otherwise
required  by  applicable  law,  no party  hereto  shall make any public or other
announcement  without  the prior  consent  of the other  parties  hereto,  which
consent shall not be unreasonably  withheld or delayed,  regarding the terms and
conditions (including without limitation the Purchase Price) of this

                                       27


<PAGE>



Agreement.  Nothing in this Section 7.17 shall prevent any of the parties hereto
from  announcing  after the Closing the fact that a  transaction  has  occurred,
including the names of the parties,  without  disclosing  the specific terms and
conditions of this Agreement.

                  7.18.  Consents.  Seller and Real  Property  Seller  shall use
commercially  reasonable  efforts to obtain the third party  consents  listed on
Schedule   3.10.1  and  those  consents  not  listed  on  Schedule   3.10.1  but
subsequently identified by Buyer as material prior to the Closing Date.

                  7.19.    Delivery of Documents at Closing.  In addition to any
other  instruments,  documents  or payments to be made or  delivered  at Closing
pursuant to the terms and conditions of this Agreement:

                           7.19.1.  Secretary's Certificates.  Each of Buyer,
Real Property Buyer, Seller and Real Property Seller shall provide duly executed
Secretary's  Certificates certifying to their respective Charter documents,  the
incumbency of their respective officers, and the resolutions of their respective
boards of directors,  members,  shareholders,  or partners,  as the case may be,
authorizing  and approving  this Agreement and the  transactions,  documents and
instruments contemplated thereby.

                           7.19.2.  Sales Tax Resale Certificate.  Buyer shall
deliver to Seller a duly executed sales tax resale certificate.

                           7.19.3.  Use of Computer System.  For a period of 60
days after the  Closing,  Seller shall make  available  to Buyer,  for an agreed
consideration,  access to Seller's computer hardware and its Maves International
Public  Warehousing  software  to  facilitate  the  transition  to  Buyer's  own
software.

                  7.20.  In the  event  the  holder  of  the  Mortgage  has  not
consented  to the  assignment  of the  Mortgage  to Real  Property  Buyer,  Real
Property  Seller and Real Property Buyer shall enter into the License  Agreement
substantially   in  the-  form  attached  hereto  as  Exhibit  G  (the  "License
Agreement!).

         8.       Conditions to Obligations of Real Property Seller, Seller and
Shareholder.

         The  obligations  of Real Property  Seller,  Seller and  Shareholder to
consummate the transactions contemplated by this Agreement shall, in addition to
the conditions set forth elsewhere herein, be subject to satisfactory completion
on or prior to the  Closing  Date of each of the  following  conditions,  any of
which may be waived by Real Property Seller, Seller. and Shareholder:

                  8.1.     Correctness of Representations and Warranties. All of
the representations and warranties of Buyer and Real Property Buyer contained in
this Agreement shall have been true and complete on the date hereof and shall be
true and complete on the Closing Date



                                       28


<PAGE>



with the same effect as if made on the Closing Date, and Buyer and Real Property
Buyer shall have executed and  delivered to Seller at Closing a  certificate  to
such effect.

                  8.2.  Performance  of  Covenants  and  Agreements.  All of the
covenants  and  agreements of Buyer and Real  Property  Buyer  contained in this
Agreement  and required to be performed by Buyer and Real  Property  Buyer on or
before the Closing Date shall have been performed in all material respects,  and
Buyer and Real  Property  Buyer shall have  executed and  delivered to Seller at
Closing a certificate to such effect.

                  8.3.     No Legal Bar.

                           8.3.1.   There shall not have been instituted or
threatened  any legal  proceeding  seeking to prohibit the  consummation  of the
transactions  contemplated  by this  Agreement or to obtain damages with respect
thereto.

                           8.3.2.   None of the parties hereto shall be
prohibited by any order, writ,  injunction or decree of any governmental body of
competent  jurisdiction from consummating the transactions  contemplated by this
Agreement, and no action or proceeding shall then be pending which questions the
validity of this Agreement,  any of the transactions  contemplated hereby or any
action which has been taken by any of the parties or any  corporate  entity,  in
connection herewith, or in connection with any of the transactions  contemplated
hereby.

                  8.4.     Title Escrow Agreement.  Real Property Buyer shall
have executed and delivered the Title Escrow Agreement.

                  8.5.     License.  Each of Buyer and Real Property Buyer shall
have  executed  and  delivered  a License  Agreement  substantially  in the form
attached hereto as Exhibit H (the "License Agreement").

         9.       Conditions to Obligations of Buyer and Real Property Buyer.

         The  obligations  of Buyer and Real Property  Buyer to  consummate  the
transactions contemplated by this Agreement shall, in addition to conditions set
forth elsewhere herein, be subject to the satisfactory completion on or prior to
the Closing Date of each of the following conditions, any of which may be waived
by Buyer and Real Property Buyer:

                  9.1.  Correctness  of  Representations  and  Warranties.   All
representations  and warranties of Real Property Seller,  Seller and Shareholder
contained in this Agreement shall have been true and complete on the date hereof
and shall be true and  complete on the  Closing  Date with the same effect as if
made on the  Closing  Date,  and  each  of  Real  Property  Seller,  Seller  and
Shareholder  shall have executed and delivered to Buyer at Closing a certificate
to that effect.

                  9.2.     Performance of Covenants and Agreements.  All of the
covenants  and  agreements  of Real  Property  Seller,  Seller  and  Shareholder
contained  in this  Agreement  and  required  to be  performed  on or before the
Closing Date shall have been performed in all material


                                       29


<PAGE>



respects,  and each of Real Property Seller,  Seller and Shareholder  shall have
delivered to Buyer at Closing a certificate to that effect.

                  9.3.  Opinion of Counsel for Real Property  Seller and Seller.
Buyer shall have  received an opinion of Jenkens &  Gilchrist,  counsel for Real
Property  Seller,  Seller  and  Shareholder,  in form and  substance  reasonably
satisfactory  to and addressed to Buyer and Real Property  Buyer,  and dated the
Closing Date.

                  9.4.     No Legal Bar.

                           9.4.1.   There shall not have been instituted or
threatened  any legal  proceeding  seeking to prohibit the  consummation  of the
transactions  contemplated  by this  Agreement or to obtain damages with respect
thereto.

                           9.4.2.   None of the parties hereto shall be
prohibited by any order, writ,  injunction or decree of any governmental body of
competent  jurisdiction from consummating the transactions  contemplated by this
Agreement and no action or proceeding  shall then be pending which questions the
validity of this Agreement,  any of the transactions  contemplated hereby or any
action which has been taken by any of the parties in  connection  herewith or in
connection with any of the transactions contemplated hereby.

                  9.5.     Material Adverse Effect. Neither the LaPorte Business
nor Seller shall have  experienced a Material  Adverse Effect since December 31,
1999.

                  9.6.      Covenant Not to Compete.  The Seller, Real Property
Seller and  Shareholder  shall have  executed and  delivered the Covenant Not to
Compete.

                  9.7.  Third-Party  Consents  and  Approvals.  Seller  and Real
Property  Seller shall have obtained all consents and approvals of third parties
required under the Contracts or otherwise in connection with the consummation of
the transactions  contemplated hereby, including but not limited to those listed
on Schedule  3.10.1,  which consents and approvals shall be in forms  reasonably
satisfactory to Buyer.

                  9.8. Transfer Documents. Seller and Real Property Seller shall
have executed and delivered to Buyer and Real Property  Buyer such deeds,  bills
of sale and other  instruments  of sale,  transfer,  conveyance,  assignment and
delivery  covering the Acquisition  Assets or any part thereof as Buyer and Real
Property  Buyer may  reasonably  require to assure the full and effective  sale,
transfer,  conveyance,  assignment  and  delivery  to Buyer  of the  Acquisition
Assets, free and clear of any Liens other than the Permitted Exceptions.

                  9.9.     Escrow Agreement.  Each of Real Property Seller,
Seller and Shareholder shall have executed and delivered the Escrow Agreement.

                  9.10.    Lien Releases.  Seller and Real Property Seller shall
have delivered to Buyer valid termination statements or releases with respect to
any and all Liens affecting the



                                       30


<PAGE>



Acquisition Assets,  other than the Permitted  Exceptions,  or other evidence in
form  and  substance  satisfactory  to Buyer  and its  counsel,  in  their  sole
discretion,  from each creditor or Lien-holder of Seller,  that the liability or
indebtedness,  including any accrued and unpaid  interest on such  indebtedness,
represented by any such Lien has been paid or satisfied as of the Closing Date.

                  9.11.  Certificate of Non-Foreign  Status. Each of the Seller,
Real  Property  Seller  and   Shareholder   shall  have  delivered  to  Buyer  a
Certification of Non-Foreign Status substantially in the form attached hereto as
Exhibit I.

                  9.12.    Permits, Authorizations of Governmental Authorities.
The parties  hereto shall have  complied  with the  requirements  of Section 7.9
hereof.

                  9.13.    Owner's Title Policy.  Buyer shall have received the
duly issued Owner's Title Policy.

                  9.14.    Title Escrow Agreement.  Real Property Seller shall
have executed and delivered the Title Escrow Agreement.

                  9.15.    License.  Each of Seller and Real Property Seller
shall have executed and delivered the License Agreement.

         10.      Indemnification.

                  10.1.  Indemnification  Obligations  of Real Property  Seller,
Seller and  Shareholder.  Subject to the  limitations set forth in Section 10.3,
Real  Property  Seller,  Seller and  Shareholder  shall  jointly  and  severally
indemnify and hold harmless  Buyer,  Real  Property  Buyer and their  respective
agents, directors, officers, employees,  representatives,  subsidiary and parent
entities,  affiliates,  successors  and assigns  (collectively  with Buyer,  the
"buyer indemnified parties") in respect of any and all claims,  actions,  causes
of action, arbitrations,  proceedings, losses, damages, liabilities and expenses
whether  or not  currently  due  and  payable  (including,  without  limitation,
settlement  costs,   reasonable  attorneys'  fees  and  any  other  expenses  of
investigating or defending any actions or threatened  actions) incurred by Buyer
or any other buyer  indemnified  party,  in connection  with each and all of the
following (collectively, the "Losses"):

                  10.1.1. Any breach of any representation or warranty of either
of Real  Property  Seller,  Seller  or  Shareholder  contained  herein or in any
instrument delivered at the Closing by either of Real Property Seller, Seller or
Shareholder;

                  10.1.2. The breach of any covenant, agreement or obligation of
either  of  Real  Property  Seller,  Seller  or  Shareholder  contained  in this
Agreement  or any other  instrument  (including  the  Covenants  Not to Compete)
contemplated by this Agreement;

                  10.1.3.  Any misrepresentation contained in any written
document  ftu-nished  to Buyer by  either  of Real  Property  Seller,  Seller or
Shareholder;




                                       31


<PAGE>



                  10.1.4.   Any   obligations  or  liabilities  of  the  LaPorte
Business,  Seller or Real  Property  Seller  not  specifically  assumed by Buyer
pursuant to Section 2.4 hereof,  including without  limitation each liability or
obligation described in Section 2.5;

                  10.1.5. Any obligations or liabilities relating to the conduct
of the LaPorte  Business  prior to the Closing Date,  including any liability or
obligation  arising from any act,  occurrence or event which occurs prior to the
Closing Date,  including without  limitation any liability arising from goods or
services sold by the LaPorte  Business  prior to the Closing Date or included in
Inventory on the Closing Date; and

                  10.1.6. Any failure or alleged failure to comply with the laws
of any jurisdiction  relating to so called bulk sales, bulk transfers or similar
laws which may be applicable to the transfer of the Acquisition  Assets to Buyer
and Real Property Buyer.

                  10.2.  Indemnification  Obligations  of Buyer.  Subject to the
limitations  set forth in Section  10.3,  Buyer and Real  Property  Buyer  shall
jointly and severally  indemnify and hold harmless Seller,  Real Property Seller
and  Shareholder  and  their  respective  agents,  employees,   representatives,
subsidiary   and   parent   entities,   affiliates,   successors   and   assigns
(collectively,  the  "seller  indemnified  parties")  in  respect of any and all
Losses incurred by Seller or any other seller  indemnified  party, in connection
with each and all of the following:

                           10.2.1.  Any breach of any representation or warranty
of Buyer or Real Property Buyer contained herein or in any instrument  delivered
at the Closing by Buyer or Real Property Buyer;

                           10.2.2.  The breach of any covenant, agreement or
obligation of Buyer or Real Property  Buyer  contained in this  Agreement or any
other instrument contemplated by this Agreement;

                           10.2.3.  Any misrepresentation contained in any
written document fin- nished to Seller,  Real Property Seller and Shareholder by
Buyer or Real Property Buyer; and

                           10.2.4. Any obligations or liabilities of the LaPorte
Business or Seller expressly assumed by Buyer pursuant to Section 2.4 hereof.

                  10.3.    Indemnification Limitations.

                           10.3.1.  Time Limitations. Claims for indemnification
made under this  Agreement for breach of  representation  or warranty under this
Agreement  may be made only during the.  period from the Closing  Date until 3 6
months after the Closing  Date;  provided,  however,  that:  (a) claims made for
breach of any  representation  or  warranty  set forth in  Section  3.9.3 or any
matter set forth on  Schedule  3.9.3 may be made at any time  after the  Closing
Date until the fourth  anniversary  of the Closing Date; (b) claims based upon a
willful,   fraudulent  or  intentional   misrepresentation   of  either  of  the
Shareholder or Seller  contained in this Agreement or any other document,  list,
exhibit or instrument ftumished in connection herewith may be made


                                       32


<PAGE>



at any time after the Closing  Date and shall not  expire;  (c) claims made with
respect to the  representations  and  warranties  in Section 3.3 may be made any
time after the  Closing  Date and shall not  expire;  and (d)  claims  made with
respect to the  representations  and warranties in Section 3.20 may be made from
the Closing Date until the expiration of the applicable statutes of limitations.

                           10.3.2.  Indemnification Limits.

                  (a) Expiration of Shareholder Obligation.  Notwithstanding any
other  provision of this Agreement,  the obligation of Shareholder  hereunder to
indemnify any buyer indemnified  parties shall expire on the second  anniversary
hereof; provided,  however, that Shareholder's indemnity obligation with respect
to claims for  indemnification  made prior to such expiration shall continue and
shall not expire.

                  (b) Maximum  Liability  for  Breaches of  Representations  and
Warranties.  The joint and several liability of Seller, Real Property Seller and
Shareholder  to the buyer  indemnified  parties with respect to  indemnification
claims of the type  described  in  Sections  10.1.1 and 10.1.3  shall not exceed
$2,000,000.

                  10.4.   Claims.   Whenever   any   claim   shall   arise   for
indemnification,  the party seeking indemnification  hereunder (the "indemnified
party")  shall notify the party or parties from whom  indemnification  is sought
(collectively,  the "indemnifying  party") of the claim pursuant to Section 10.6
hereunder and, when known,  the facts  constituting the basis for such claim and
the amount or estimate of the amount of the  liability  arising from such claim.
The indemnified  party shall not settle or compromise any claim by a third party
for which the indemnified party is entitled to indemnification hereunder without
the  prior  written  consent  of the  indemnifying  party  (which  shall  not be
unreasonably  withheld  or delayed)  unless (i) suit shall have been  instituted
against the  indemnified  party and (ii) the  indemnifying  party shall not have
taken c ontrol of such suit as  provided  in Section  10.5  within 25 days after
notification thereof.

                  10.5.  Defense by  Indemnifying  Party. In connection with any
claim giving rise to indemnity  hereunder  resulting  from or arising out of any
claim or legal proceeding by a third party, the indemnifying  party, at its sole
cost and expense,  may, upon written notice to the indemnified party, assume the
defense of any such claim or legal  proceeding,  provided that the  indemnifying
party  acknowledges  its  obligation to  inderrinify  the  indemnified  party in
respect of the claims asserted  therein.  If the indemnifying  party assumes the
defense of any such claim or legal  proceeding,  the  indemnifying  party  shall
select counsel  reasonably  acceptable to the  indemnified  party to conduct the
defense of such claims or legal proceedings and at the indemnifying party's sole
cost and expense  shall take all steps  necessary  in the defense or  settlement
thereof.  The  indemnifying  party shall not consent to a settlement  of, or the
entry of any judgment arising from, any such claim or legal proceeding,  without
the prior written consent of the indemnified party,  unless (a) the indemnifying
party admits in writing its  liability to hold the  indemnified  party  harmless
from and against any losses,  damages,  expenses and liabilities  arising out of
such settlement,  (b) concurrently  with such settlement the indemnifying  party
pays into court the full amount of all losses, damages, expenses and liabilities
to be paid by the


                                       33


<PAGE>



indemnifying party in connection with such settlement and obtains a full release
of any  liability of the  indemnified  party which is not  conditioned  upon any
further  payment and (c) such  settlement  would not  otherwise  have a material
adverse effect on the indemnified party. The indemnified party shall be entitled
to participate in (but not control) the defense of any such action, with its own
counsel and at its own expense.  If the  indemnifying  party does not assume the
defense of any such claim or litigation  resulting  therefrom in accordance with
the terms  hereof,  the  indemnified  party may  defend  against  such  claim or
litigation in such manner as it may deem appropriate including,  but not limited
to,  settling such claim or  litigation,  after giving notice of the same to the
indemnifying party, on such terms as the indemnified party may deem appropriate.
The  indemnifying  party shall be entitled to  participate in the defense of any
action  by the  indemnified  party,  which  participation  shall be  limited  to
contributing  information to the defense and being advised of its status. In any
action by the indemnified  party seeking  indemnification  from the indemnifying
party in accordance with the provisions of this Section,  the indemnifying party
shall not be  entitled  to question  the manner in which the  indemnified  party
defended  such  claim  or  litigation  or the  amount  or  nature  of  any  such
settlement.

                  10.6.  Notice.  In the event of any occurrence  which may give
rise to a claim by an indemnified party against an indemnifying party hereunder,
the  indemnified  party  will give  notice  thereof to the  indemnifying  party;
provided,  however,  that  failure of the  indemnified  party to timely give the
notice  provided in this Section 10.6 shall not be a defense to the liability of
an indemnifying  party for such claim, but such  indemnifying  party may recover
from the  indemnified  party any actual  damages  arising  from the  indemnified
party's failure to give such timely notice.

                  10.7.   Manner  of   Indemnification.   All  claims  by  buyer
indemnified  parties for  indemnification  shall be recovered initially from the
Escrow Account until such time as the Escrow Account has been  terminated or the
funds  therein  fully  utilized.  Subject to Section  10.3.2(b),  Real  Property
Seller,  Seller and  Shareholder  shall  remain  liable  under  this  Section 10
notwithstanding  the  expiration or  termination'of  the Escrow  Account or full
utilization of the funds therein.

                  10.8.  NEGLIGENCE OF INDEMNIFIED  PARTY.  THE  INDEMNIFICATION
PROVIDED FOR IN THIS AGREEMENT SHALL BE APPLICABLE WHETHER OR NOT THE NEGLIGENCE
OF THE INDEMNIFIED PARTY IS ALLEGED OR PROVEN; PROVIDED,  HOWEVER, THAT RECOVERY
OF AN INDEMNIFIEDPARTY HEREUNDER FOR A PARTICULAR CLAIM SHALL BE ADJUSTED TO THE
EXTENT OF THE NEGLIGENCE OF SUCH INDEMNIFIED PARTY IN RESPECT OF SUCH CLAIM.

         11.      Termination of Agreement.

                  11.1.  Events of  Termination.  This  Agreement  (except as to
Section  13  hereof)  shall  terminate  prior to the  Closing  Date and be of no
further  force or effect  between the  parties  hereto,  except as to  liability
arising out of a breach of this  Agreement,  upon the  occurrence  of any of the
following:


                                       34


<PAGE>



                           11.1.1.  Misrepresentation by Real Property Seller,
Seller or Shareholder.  By Buyer at its election immediately upon the expiration
of ten days from the date that Buyer has given notice to Real  Property  Seller,
Seller or Shareholder of any material misrepresentation or material breach of or
material  failure  to  satisfy  timely  on any of  their  parts  any  condition,
warranty,  representation  or agreement  contained herein,  unless Seller,  Real
Property Seller or Shareholder shall have cured such  misrepresentation,  breach
or failure within such ten day period.

                           11.1.2.  Misrepresentations by Buyer and Real
Property  Buyer.  By Real  Property  Seller,  Seller  and  Shareholder  at their
election  immediately  upon the  expiration  of ten days from the date that Real
Property  Seller,  Seller and  Shareholder  have given  notice to Buyer and Real
Property  Buyer of any  material  misrepresentation  or  material  breach  of or
material failure to satisfy timely any condition,  warranty,  representation  or
agreement on the part of Buyer and Real Property Buyer contained herein,  unless
Buyer and Real Property Buyer shall have cured such misrepresentation, breach or
failure within such ten day period.

                           11.1.3.  Expiration of Time.  By either Real Property
Seller,  Seller  and  Shareholder  on the one hand,  or Buyer and Real  Property
Buyer, on the other hand,  immediately if the Closing shall not have taken place
by the later of [May  31],  2000 or the  expiration  of the  applicable  ten day
period set forth in  Sections  11.1.1 and 11.1.2  herein,  other than due to the
failure of the party  seeking to terminate  this  Agreement to comply fully with
its material obligations under this Agreement.

                  11.2. Events of Termination. The termination of this Agrepment
will in no way limit  any  obligation  or  liability  of any  party  based on or
arising  from a breach or  default  by such  party  with  respect  to any of its
representations, warranties, covenants or agreements contained in this Agreement
including, but not limited to, legal and audit costs and out of pocket expenses.

         12.      Miscellaneous Provisions.

                  12.1.  CONSTRUCTION..  THIS  AGREEMENT  SHALL BE CONSTRUED AND
ENFORCED IN  ACCORDANCE  WITH AND GOVERNED BY THE INTERNAL  LAWS OF THE STATE OF
TEXAS,  WITHOUT  REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF THAT WOULD
RESULT IN THE APPLICATION OF ANY OTHER LAW.

                  12.2.  Notices.  All  notices,  requests,  demands  and  other
communications  called for or  contemplated  hereunder  shall be in writing  and
shall be deemed to have been duly given when sent to the party to whom addressed
by registered or certified mail, return receipt requested,  postage prepaid,  by
overnight  courier,  with the fees therefore prepaid or billed to the sender, or
by telecopy, telegram, telex or wire (if promptly confirmed by mail or overnight
courier as provided  above) to the parties,  their  successors  in interest,  or
their  assignees at the following  addresses,  or at such other addresses as the
parties may designate by written notice in the manner aforesaid:

                                       35


<PAGE>



         If to Buyer and Real Property Buyer:

                                            Pacific Logistics, L.P.
                                            19840 S. Rancho Way
                                            Dominguez Hills, California 90020
                                            Attn: C. Philip Evans
                                            Facsimile No.: (310) 900-7050

         With copies to:                    Gibson, Dunn & Crutcher LLP
                                            One Montgomery Street
                                            Telesis Tower, 26th Floor
                                            San Francisco, California 94104-4505
                                            Attn: Kenneth R. Lamb, Esq.
                                            Facsimile No.: (415) 986-5309

         If to Real Property Seller, Seller or Shareholder:

                                            Alford Refrigerated Warehouses, Inc.
                                            318 Cadiz Street
                                            Dallas, Texas 75207
                                            Facsimile No.: (214) 426-0245

         With copies to:                    Castor Capital Corporation
                                            3500 Dufferin Street
                                            Suite 300
                                            Downsview, Ontario M3K IN2
                                            CANADA
                                            Facsimile No.:__________________

         With copies to:                    Jenkens & Gilchrist, P.C.
                                            1400 Frost Bank Tower
                                            100 W. Houston Street
                                            San Antonio, Texas 78205
                                            Attn: J. Scott Rose, Esq.
                                            Facsimile No. (210) 246-5999


                  12.3.  Assignment.  Neither  this  Agreement  nor  any  right,
remedy, obligation or liability arising hereunder or by reason hereof nor any of
the  documents  executed  in  connection  herewith  may be assigned by any party
without the consent of the other parties; provided, however, that Buyer and Real
Property Buyer shall have the right to assign all of its rights and  obligations
under this Agreement to any direct or indirect affiliate of Buyer, provided that
such affiliate agrees to assume all Buyees obligations under this Agreement, and
provided  that such  transfer  shall not  discharge  Buyer  from its  obligation
hereunder unless Real Property Seller and Seller consent to such discharge;  and
provided,  further,  that  Buyer and Real  Property  Buyer may assign its rights
hereunder for security purposes to any financing institution extending credit to


                                       36


<PAGE>



Buyer and Real Property  Buyer or any of their  affiliates.  Real Property Buyer
may assign all or part of its rights or delegate all or part of its duties under
this  Agreement,  without the prior  written  consent of Seller or Real Property
Seller,  to a  qualified  intermediary  chosen  by the  Real  Property  Buyer to
structure  all or part of the  transactions  contemplated  hereby as a like-kind
exchange of property  covered by Section 1031 of the Code (provided that no such
assignment by the Real Property Buyer shall in any way operate to enlarge, alter
or change any obligations due to Seller or Real Property Seller,  or relieve the
Real Property Buyer of its obligations hereunder if such qualified  intermediary
fails to perform such obligations, with the understanding that the Real Property
Buyer and Buyer  shall be  jointly  and  severally  liable  with such  qualified
intermediary for any  nonperformance  of the Real Property  Buyer's  obligations
hereunder.

                  12.4.  No Third  Party  Beneficiaries.  Except as set forth in
Section 10 hereto,  nothing contained herein, express or implied, is intended to
confer  upon any  person or  entity  other  than the  parties  hereto  and their
successors in interest and permitted  assignees any rights or remedies  under or
by reason of this Agreement unless so stated herein to the contrary.

                  12.5.  Amendments and Waivers. This Agreement and all Exhibits
and Schedules hereto may be modified only by a written  instrument duly executed
by each party.  No  condition  to any party's  obligations  and no breach of any
covenant,  agreement,  warranty or representation  shall be deemed waived unless
expressly  waived in writing by the party whose  obligations are subject to such
condition  or who might  assert such  breach.  No waiver of any right  hereunder
shall  operate as a waiver of any other right or of the same or a similar  right
on another occasion.

                  12.6.    Survival.  The covenants, agreements, warranties and
representations entered into or made pursuant to this Agreement, irrespective of
any  investigation  made by or on behalf of any party,  shall be continuing  and
shall survive the Closing, subject to Section 10.3.


                  12.7.  Remedies.  No remedy  conferred  by any of the specific
provisions  of this  Agreement is intended to be exclusive of any other  remedy.
Each and every  remedy  shall be  cumulative  and shall be in  addition to every
other remedy given hereunder now or hereafter existing at law or in equity or by
statute or otherwise,  and the election by a party of one or more remedies shall
not  constitute  a waiver of the  party's  right to pursue  any other  available
remedies.

                  12.8. Binding Nature of Agreement. The Agreement includes each
of the Schedules and Exhibits  which are referred to herein or attached  hereto,
all of which are incorporated by reference herein.  All the terms and provisions
of this Agreement  shall be binding upon and inure to the benefit of the parties
hereto and their respective executors, heirs, legal representatives,  successors
and permitted assigns.

                  12.9.  Expenses.  Except as otherwise  set forth  herein,  the
costs and expenses of Real Property Seller, Seller and Shareholder shall be home
by Real Property Seller,  Seller and Shareholder.  Except as otherwise set forth
herein,  the costs and expenses of Buyer and Real Property  Buyer shall be borne
by Buyer and Real Property Buyer.


                                       37


<PAGE>



                  12.10.    Entire Agreement.  This Agreement contains the
entire  understanding  of the parties and  supersedes  all prior  agreements and
understandings relating to the subject matter hereof.

                  12.11. Severability.  Any provision of this Agreement which is
invalid,  illegal  or  unenforceable  in  any  jurisdiction  shall,  as to  that
jurisdiction,  be  ineffective to the extent of such  invalidity,  illegality or
unenforceability,  without affecting in any way the remaining  provisions hereof
in such  jurisdiction or rendering that or any other provision of this Agreement
invalid, illegal or unenforceable in any other jurisdiction.

                  12.12.    Counterparts.  This Agreement may be executed by the
parties in separate  counterparts,  each of which when so executed and delivered
shall be an original,  but all such counterparts  shall together  constitute but
one and the same instrument.

                  12.13.   Section Headings.  The headings of each Section,
subsection or other  subdivision  of this  Agreement are for reference  only and
shall not limit or control the meaning thereof.

                  12.14.  Legal Fees and  Expenses..  If any legal action or any
arbitration  or  other  proceeding  is  brought  for  the  enforcement  of  this
Agreement,   or  because   of  an   alleged   dispute,   breach,   default,   or
misrepresentation  in connection  with any of the provisions of this  Agreement,
the  prevailing  party or  parties  shall be  entitled  to  recover  actual  and
reasonable   attorneys'  fees  and  other  costs  incurred  in  that  action  or
proceeding, in addition to any other relief to which it or they may be entitled.
"Prevailing  party" within the meaning of this Section 12.14  includes,  without
limitation,  the party who agrees to dismiss  an action  upon the other  party's
payment  of all or a portion of the sums  allegedly  due or  performance  of the
covenants allegedly breached,  or who obtains substantially the relief sought by
it.

         13.      Arbitration.

                  13.1.  Agreement to  Arbitrate.  Except as expressly  provided
herein, all disputes between Buyer and Real Property Buyer, on the one hand, and
Seller, Real Property Seller and Shareholder,  on the other hand, arising out of
or in connection  with the  execution,  interpretation  and  performance of this
Agreement  (including the validity,  scope and enforceability of this Section 13
shall, to the fullest extent  permitted by law, be solely and finally settled by
a sole  arbitrator,  as set forth  below  (the  "Arbitrator").  THE  ARBITRATION
PROCEEDINGS  SHALL BE HELD IN  DALLAS,  TEXAS9 AND  EXCEPT AS  OTHERWISE  MAY BE
PROVIDED IN THIS  SECTION 13, THE  ARBITRATION  PROCEEDINGS  SHALL BE  CONDUCTED
PURSUANT TO AND IN ACCORDANCE WITH THE TEXAS GENERAL  ARBITRATION ACT, TEX. CIV.
PRAC. & REM. CODE ss. 171.000 ET SEQ.  (VERNON 1996) ("TGAA") AND THE COMMERCIAL
ARBITRATION RULES (THE "AAA RULES") OF THE AMERICAN ARBITRATION ASSOCIATION (THE
"AAA"), TO THE EXTENT THE AAA RULES ARE NOT INCONSISTENT WITH THE TGAA (THE TGAA
AND THE AAA RULES ARE COLLECTIVELY REFERRED TO AS THE "ARBITRATION RULES").


                                       38


<PAGE>



                  13.2. Notice of Arbitration.  If Buyer or Real Property Buyer,
on the one hand, or Seller,  Real Property Seller or  Shareholder,  on the other
hand,  determines to submit a dispute to arbitration pursuant to this Section 13
such party shall furnish the AAA and the other  party(s)  with a dated,  written
statement indicating (i) such party's intent to commence arbitration proceedings
pursuant  to this  Section  13,  (ii) the name and  address  of such party and a
designated officer or agent thereof,  (iii) the nature,  with reasonable detail,
of the  dispute,  (iv)  the  remedy  such  party  will  seek  and (v) any  other
information required under the Arbitration Rules.

                  13.3.  Selection of Arbitrator.  The Arbitrator,  who shall be
selected in accordance  with the  procedures  of the AAA,  shall be a retired or
former  judge of any Federal  court  appointed  under  Article III of the United
States  Constitution  who presided in a court  located in the State in which the
arbitration is conducted.

                  13.4. Award Final. To the extent  permissible under applicable
law, the parties hereto agree that the award of the  Arbitrators  shall be final
and shall not be subject to judicial  review,  except as permitted by Texas law.
Judgment  on the  arbitration  award may be entered and  enforced.  in any court
having  jurisdiction  over the parties or their assets.  It is the intent of the
parties that the arbitration provisions hereof be enforced to the fullest extent
permitted by applicable law.

                  13.5.  Availability of Injunctive Relief. Any party hereto may
request a court of competent jurisdiction to grant provisional injunctive relief
to such party  solely for the  purpose  of  maintaining  the status quo until an
arbitrator  can render an award on the matter in question  and such award can be
confirmed by a court having jurisdiction thereof

         14.      Submission to Jurisdiction; Agent for Service.

         EACH OF THE PARTIES HERETO CONSENTS TO THE JURISDICTION OF ANY STATE OR
FEDERAL  COURT  LOCATED  WITHIN  THE  COUNTY  OF  HARRIS,  STATE OF  TEXAS,  AND
IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR
ANY  AGREEMENT  OR  INSTRUMENT  EXECUTED  HEREUNDER,  OTHER  THAN ANY  ACTION OR
PROCEEDING  REQUIRED  BY SECTION 13 TO BE  SUBMITTED  TO  ARBITRATION,  SHALL BE
LITIGATED IN SUCH COURTS,  AND EACH OF THE PARTIES WAIVES ANY OBJECTION WHICH IT
MAY HAVE BASED ON PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON COIVVENIENS
TO THE  CONDUCT OF ANY SUCH  ACTION OR  PROCEEDING  IN ANY SUCH COURT AND WAIVES
PERSONAL  SERVICE  OF ANY AND ALL  PROCESS  UPON IT,  AND  CONSENTS  TO ALL SUCH
SERVICE OF PROCESS MADE IN THE MANNER SET FORTH IN SECTION 12.2.

Nothing  contained  in this  Section  14 shall  affect the right of any party to
serve legal  process on any other party in any other  manner  permitted  by law.
Nothing contained in this Section 14 shall affect the obligations of the parties
with respect to the arbitration of disputes under Section 13.

                        [SIGNATURES APPEAR ON NEXT PAGE]


                                       39


<PAGE>



         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on
the date first above written.

                              PACIFIC LOGISTICS, L.P.




                              By:        Pacific CS Management, Inc., as General
                                         Partner

                                         By: ___________________________________
                                         Name: _________________________________
                                         Title: ________________________________


                               P&O COLD PROPERTIES II, LLC



                                          By:___________________________________
                                          Name: ________________________________
                                          Title: _______________________________


                               ALFORD REFRIGERATED WAREHOUSES, INC.



                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________


                               LAPORTE PROPERTIES, LLC



                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________




                                       40


<PAGE>



                                CASTOR CAPITAL CORPORATION




                                             By: _______________________________
                                             Name: _____________________________
                                             Title: ____________________________




                                       41


<PAGE>


         IN WfINESS WHEREOF,  the parties hereto have executed this Agreement on
the date first above written.

                              PACIFIC LOGISTICS, L.P.



                              By:        Pacific CS Management, Inc., as General
                                         Partner

                                         By: ___________________________________
                                         Name: _________________________________
                                         Title: ________________________________


                              P&O COLD PROPERTIES II, LLC



                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________


                               ALFORD REFRIGERATED WAREHOUSES, INC.



                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________





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