EXECUTION COPY

                            ASSET PURCHASE AGREEMENT

                                      among

                          RT ACQUISITION FLORIDA CORP.,

                             a Delaware corporation

                                 ("Purchaser"),

                                   RTP CORP.,

                             a Florida corporation,

                                   ("Seller")

                                       and

                            COMPUTER PRODUCTS, INC.,

                              a Florida corporation

                                   ("Parent"),

                            Dated as of July 5, 1997

<PAGE>

                                TABLE OF CONTENTS

                                                                 Page No.

             DEFINITIONS                                               1
             1.1      Definitions                                      1

ARTICLE II

             SALE AND PURCHASE OF ASSETS                               10
             2.1      Purchase of Assets                               10
             2.2      Assignment of Certain Contracts and Permits      12
             2.3      Excluded Assets                                  13
             2.4      Assumed Liabilities                              13
             2.5      Closing                                          14
             2.6      Payment of Purchase Price                        14
             2.7      Consistent Treatment                             17
             2.8      Procedures for Purchased Assets not Transferable 17
             2.9      Accounts Receivable                              18

ARTICLE III

         REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER           19
             3.1      Due Incorporation; Subsidiaries                  19
             3.2      Due Authorization                                19
             3.3      Consents and Approvals                           19
             3.4      Financial Statements                             20
             3.5      No Adverse Effects or Changes                    20
             3.6      Title to Properties                              21
             3.7      Computer System                                  21
             3.8      Real Property                                    22
             3.9      Personal Property                                23
             3.10     Inventories                                      23
             3.11     No Third Party Options                           23
             3.12     Intellectual Property                            23
             3.13     Contracts                                        24
             3.14     Permits                                          26
             3.15     Insurance                                        26
             3.16     Employee Benefit Plans and Employment Agreements 27
             3.17     Employees                                        27
             3.18     Taxes                                            27
             3.19     No Defaults or Violations                        28
             3.20     Environmental Matters                            28
             3.21     Litigation                                       29
             3.22     Related Parties                                  30
             3.23     Intercompany Services, Transactions

                      and Indebtedness                                 30

             3.24     Customers and Suppliers                          30
             3.25     Product Warranties                               31
             3.26     Due Diligence Materials                          31
             3.27     Brokers                                          31
             3.28     Accuracy of Statements                           31
             3.29     Reserves and Accruals                            31
             3.30     [intentionally omitted]                          31
             3.31     Acceleration of Employee Stock Options.          31
             3.32     Other Seller Information.                        31

ARTICLE IV

         REPRESENTATIONS AND WARRANTIES OF PURCHASER                   32
             4.1      Due Incorporation                                32
             4.2      Due Authorization                                32
             4.3      Consents and Approvals                           32
             4.4      Brokers                                          33
             4.5      Financing and Initial Capitalization             33

ARTICLE V

         COVENANTS                                                     33
             5.1      Maintenance of Insurance                         33
             5.2      Supplemental Information                         33
             5.3      Noncompetition; Confidentiality                  34
             5.4      Use of Name                                      35
             5.5      Product Liability and Warranty Claims            35
             5.6      Access                                           36
             5.7      [intentionally omitted]                          36
             5.8      Employees                                        36
             5.9      Payroll Transition                               36
             5.10     Inventory Resale Certificates                    36

ARTICLE VI

         CLOSING DELIVERIES                                            37

ARTICLE VII[INTENTIONALLY OMITTED]                                     38

ARTICLE VIII[INTENTIONALLY OMITTED]                                    38

ARTICLE IX

         INDEMNIFICATION                                               38
             9.1      Survival                                         38
             9.2      Indemnification by Parent and Seller             38
             9.3      Indemnification by Purchaser                     39
             9.4      Claims                                           40
             9.5      Third Party Claims; Assumption of Defense        40
             9.6      Exclusive Remedy                                 41

ARTICLE X

         MISCELLANEOUS                                                 42
             10.1     Expenses                                         42
             10.2     Amendment                                        42
             10.3     Notices                                          42
             10.4     Effect of Investigation                          43
             10.5     Waivers                                          43
             10.6     Counterparts                                     43
             10.7     Interpretation                                   43
             10.8     Applicable Law                                   44
             10.9     Binding Agreement                                44
             10.10    No Third Party Beneficiaries                     44
             10.11    Publicity                                        44
             10.12    Further Assurances                               45
             10.13    Severability                                     45
             10.14    Liability of Parent and Seller                   45
             10.15    Bulk Sales.                                      45
             10.16    Entire Understanding                             45


<PAGE>

                            ASSET PURCHASE AGREEMENT

         THIS AGREEMENT is made as of the 5th day of July, 1997, by and among RT
Acquisition Florida Corp., a Delaware  corporation  ("Purchaser"),  RTP Corp., a
Florida  corporation  ("Seller"),   and  Computer  Products,   Inc.,  a  Florida
corporation  ("Parent").  Certain  capitalized  terms used herein are defined in
Article I.

                               W I T N E S E T H:

     WHEREAS,  Purchaser  wishes to purchase from Seller,  and Seller desires to
sell to Purchaser, all of the Purchased Assets (as defined below) subject to the
terms and conditions of this Agreement.

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

                                   ARTICLE  I

                                   DEFINITIONS

1.1 Definitions.  The following terms shall have the following meanings for the
purposes of this Agreement:

         "Affiliate" shall mean, with respect to any specified  Person,  (a) any
other Person which,  directly or indirectly,  owns or controls,  is under common
ownership or control with, or is owned or controlled by, such specified  Person,
(b) any other Person which is a director,  officer or partner or is, directly or
indirectly, the beneficial owner of 10 percent or more of any class or series of
equity securities of the specified Person or a Person described in clause (a) of
this  paragraph,  or (c)  another  Person  of which  the  specified  Person is a
director, officer or partner or is, directly or indirectly, the beneficial owner
of 10 percent or more of any class of equity securities.

         "Agreement"  shall mean this Asset  Purchase  Agreement,  including all
exhibits and schedules hereto, as it may be amended from time to time.

         "Assigned Contracts" shall have the meaning set forth in Section 2.2.

         "Assignment"  means  the  bill  of  sale,  assignment,  and  assumption
agreement  to be  dated as of the  Closing  Date,  substantially  in the form of
Exhibit A attached hereto.

         "Assumed Liabilities" shall have the meaning set forth in Section 2.4.
         "Assumed  Payables"  shall  mean all trade  accounts  payable of Seller

outstanding on the Closing Date that (i)arose in the ordinary course of Seller's
business as  historically  conducted and (ii) are reflected in the Final Closing
Schedule; provided, that the Assumed Payables shall not include any intercompany
obligation  to any Affiliate of Seller,  other than amounts  payable to Heurikon
Corporation and Power Conversion North America for products  delivered to Seller
in accordance with Seller's  historic  ordering and pricing practices and listed
or  described  in Schedule  3.23.  It is agreed that all of the items  listed as
Assumed Payables in Schedule 2.4 constitute Assumed Payables.

         "Balance  Sheet" shall mean the audited  balance  sheet of Seller dated
January 3, 1997, a copy of which is set forth on Schedule 3.4.

         "Business"  means the  business  conducted  by Seller as of the date of
this  Agreement,  including,  without  limitation,  the  manufacture and sale of
engineered  real-time  products  used in data  acquisition  and control  systems
(including input/output products and intelligent controllers).

         "Business Day" shall mean any day other than (a) any Saturday or Sunday
or (b) any other day on which banks located in Chicago,  Illinois  generally are
closed for business.

         "Closing" shall mean the consummation of the transactions contemplated
herein.

         "Closing  Date" shall mean July 5, 1997,  as of which the Closing shall
be deemed to have occurred.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Computer System" shall have the meaning set forth in Section 3.7.

         "Contract" shall mean any contract,  lease, commitment,  understanding,
sales order, purchase order, agreement,  indenture, mortgage, note, bond, right,
warrant, instrument, plan, permit or license, whether written or oral.

         "Controlled  Affiliate"  shall  mean,  with  respect  to any  specified
Person,  (a) any  other  Person  which,  directly  or  indirectly,  is  owned or
controlled  by such  specified  Person,  or (b)  another  Person  of  which  the
specified Person is, directly or indirectly,  the beneficial owner of 10 percent
or more of any class of equity securities.

         "Current  Accrued  Obligations"  shall mean all accrued  obligations of
Seller (other than trade  accounts  payable) as of the Closing Date that (i) are
reflected  on the  Balance  Sheet or have  arisen  since the date of the Balance
Sheet in the ordinary course of business as historically conducted,  (ii) do not
relate to indebtedness  for borrowed money, or liabilities with respect to Taxes
(other  than  Taxes of the types,  and in the  amounts,  expressly  set forth in
Schedule 2.4 as being assumed by Purchaser),  or any  intercompany  liability or
any payment due to any Affiliate of Seller or to Pinecrest Capital,  Inc. or any
other  broker or  investment  banker,  (iii) do not arise under or relate to the
Executive Employment Agreements or any intercompany  obligation to any Affiliate
of  Seller,   (iv)  arose  in  the  ordinary  course  of  Seller's  business  as
historically  conducted,  and (v) are reflected in the Final  Closing  Schedule.
Current Accrued  Obligations  shall not include (and the Final Closing  Schedule
shall not reflect as liabilities)  (A) obligations  under any Contract which has
not  been  effectively  assigned  to  Purchaser  on  the  Closing  Date  (unless
arrangements  reasonably  satisfactory  to  Purchaser  have been made to provide
Purchaser the benefit of such  Contract,  as  contemplated  by Section 2.8), (B)
obligations in respect of product  warranties or product  liability that are the
responsibility  of Seller under  Section 5.5,  (C)  liabilities  for any tort or
violation of Law that  relates to the  Pre-Closing  Period or (D) any  liability
relating to the  Pre-Closing  Period  arising or resulting from the breach of or
default  under any  Contract  (provided,  that the  exclusion  contained in this
clause  (D) shall not limit the  Purchaser's  assumption  of the  obligation  to
perform   obligations   under  the  Assigned   Contracts  with  respect  to  the
Post-Closing  Period).  It is  agreed  that all of the items  listed as  Current
Accrued  Obligations in Schedule 2.4,  other than the items  referenced as being
retained  by  Seller  (which  items  shall  constitute  Retained   Liabilities),
constitute Current Accrued Obligations.  As used herein, the phrases "relates to
the  Pre-Closing  Period" and  "relating  to the  Pre-Closing  Period"  shall be
interpreted,  for all purposes under this  Agreement,  in the same manner as set
forth under the definition of Retained Liabilities.

         "Environmental  Law" shall mean any applicable  Laws  pertaining to (a)
the  protection  of the indoor or outdoor  environment  (including  ambient air,
surface water,  ground water, land surface or subsurface  strata), or pertaining
to the  protection  of natural  resources  or the  environment;  (b)  treatment,
storage,   disposal,   generation,   transportation   or  Release  of  Hazardous
Substances;  (c) air, waste and noise pollution; (d) the protection of wildlife,
marine  sanctuaries  and  wetlands;  (e)  underground  or other storage tanks or
vessels,   abandoned  or  discarded   barrels,   containers   and  other  closed
receptacles;   and  including  (f)  the  Comprehensive  Environmental  Response,
Compensation,  and Liability Act  ("CERCLA") (42 U.S.C.  ss. 9601 et seq.),  the
Hazardous ") (42 U.S.C.  ss. 6901 et seq.),  the Clean Water Act (33 U.S.C.  ss.
1251 et seq.),  the  Clean  Air Act (33  U.S.C.  ss.  7401 et  seq.),  the Toxic
Substances   Control  Act  (15  U.S.C.  ss.  7401  et  seq.),  and  the  Federal
Insecticide,  Fungicide, and Rodenticide Act (7 U.S.C. ss. 136 et seq.), and the
regulations  promulgated  pursuant  to  any  of  the  foregoing,  and  any  such
applicable  state or local statutes,  and the regulations  promulgated  pursuant
thereto,  as such laws have been and may be amended or supplemented  through the
Closing Date.

         "Environmental  Permit"  shall  mean  any  permit,  license,  approval,
consent  or  other  authorization  required  by or  pursuant  to any  applicable
Environmental Law.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

         "Excluded Assets" shall have the meaning set forth in Section 2.3.

         "Excluded Cash Accounts" shall have the meaning set forth in Section
2.1(a).

         "Executive  Employment  Agreements"  shall  mean  the  five  employment
agreements with senior executives of Seller identified as such in Schedule 3.17.

         "Final Closing Schedule" shall have the meaning set forth in Section
2.6.

         "Financial  Statements" shall mean the audited financial  statements of
Seller for the fiscal year ended January 3, 1997.

         "GAAP" shall mean U.S. generally accepted accounting principles at the
 time in effect.

         "Governmental Authority" shall mean the government of the United States
or any foreign  country,  any state or  political  subdivision  thereof,  or any
entity,  body  or  authority  exercising   executive,   legislative,   judicial,
regulatory,  administrative  or  other  governmental  functions  or  any  court,
department, commission, board, agency, instrumentality or administrative body of
any of the foregoing.

         "Hazardous Substance" means any hazardous substance,  material or waste
which is regulated by any Governmental  Authority in the  jurisdictions in which
Seller conducts business, or the United States,  including,  without limitation,
petroleum products, asbestos, lead paint, and any material or substance which is
defined as a "hazardous waste,"  "hazardous  material,"  "hazardous  substance,"
"extremely hazardous waste," "restricted hazardous waste," "contaminant," "toxic
waste" or "toxic substance" under any provision of any Environmental Law.

         "Human Resources  Information  System" shall have the meaning set forth
in Section 2.1.

         "Intellectual Property"shall have the meaning set forth at Section 2.1.

         "Interim Closing Schedule" shall have the meaning set forth in Section
2.6.

         "Interim  Financial   Statements"  shall  mean  the  unaudited  monthly
financial statements of Seller for each of the months of February,  March, April
and May of 1997,  consisting  of a balance sheet as of the end of such month and
an income  statement  and  statement  of cash  flows for that  month and for the
portion  of the  calendar  year then  ended,  in each case  prepared  on a basis
consistent  with the Seller's  historical  practices  in preparing  such monthly
financial statements.

         "Inventories" shall have the meaning set forth in Section 2.1.

         "July 11 Payroll" shall have the meaning set forth in Section 5.9.

         "Law" shall mean any law, statute, regulation,  ordinance, rule, order,
decree,   judgment,   consent  decree,   settlement  agreement  or  governmental
requirement  enacted,  promulgated,  or entered  into,  agreed or imposed by any
Governmental Authority.

         "Lien" shall mean any  mortgage,  lien,  charge,  restriction,  pledge,
security interest,  option, lease or sublease, claim, easement,  encroachment or
encumbrance.

         "Loss" or "Losses" shall mean all liabilities,  losses,  costs, claims,
damages,  penalties  and  expenses  (including  reasonable  attorneys'  fees and
expenses and  investigation  and  litigation  costs  incurred in relation to the
indemnified matter or in enforcing such indemnity).

         "Material  Adverse Change" shall mean a material  adverse change in the
business, operations, assets, liabilities,  results of operations, cash flows or
condition (financial or otherwise) of Seller or the Business.

         "Material  Adverse Effect" shall mean a material  adverse effect on the
business, operations, assets, liabilities,  results of operations, cash flows or
condition (financial or otherwise) of Seller or the Business.

         "Material Contracts" shall have the meaning set forth in Section 3.13
hereof.

         "Non-Competition  Agreements"  shall mean the agreements to be executed
and  delivered by the officers and directors of Parent and Seller as provided in
Section 5.3.

         "Patent and Trademark  Assignment" shall mean the assignment of patents
and  trademarks  included in the  Intellectual  Property,  to be dated as of the
Closing Date, substantially in the form of Exhibit C.

         "Permits" shall have the meaning set forth in Section 2.2.

         "Person" shall mean any individual, corporation,  proprietorship, firm,
partnership, limited partnership, limited liability company, trust, association,
Governmental Authority or other entity.

         "Power  Conversion  North America" shall mean  Stevens-Arnold,  Inc., a
Massachusetts  corporation  and  a  wholly-owned  subsidiary  of  Parent,  doing
business,  variously, under the names "Power Conversion North America" or "Power
Conversion America."

         "Pre-Closing  Period"  shall  mean,  collectively,   all  time  periods
(regardless  of their  commencement  dates)  ending upon the  completion  of the
Closing,  which shall be deemed to have been  completed as of 11:59:59 p.m., New
York time, on July 4, 1997.

         "Post-Closing  Period"  shall  mean,  collectively,  all  time  periods
(regardless  of their  ending  dates)  commencing  after the  completion  of the
Closing.

         "Purchase Price" shall mean $6,250,000,  subject to adjustment pursuant
to Section 2.6.

         "Purchased Assets" shall have the meaning set forth in Section 2.1.

         "Real Property" shall mean, collectively,  (a) the real property leased
by Seller and  commonly  known as 2705 Gateway  Drive,  Pompano  Beach,  Florida
33069,  (b) the office  space  leased by Seller  located  at 1309  North  Borden
Street,  McHenry,  Illinois  60050 and (c) the office space leased by Parent for
the use of  Seller  located  at 21  Pleasant  Street,  Suite  240,  Newburyport,
Massachusetts 01950.

         "Receivables" shall have the meaning set forth in Section 2.1.

         "Release"  means  any  release,  spill,  effluent,  emission,  leaking,
pumping,  injection,  deposit,  disposal,  discharge,   dispersal,  leaching  or
migration into the indoor or outdoor  environment or movement  through or in the
air, soil, surface water or ground water or other property.

         "Remedial   Action"   means  all   actions,   including   any  studies,
investigations,  capital expenditures and/or operational expenditures,  required
by  a  Governmental  Authority  or  required  under  any  Environmental  Law  or
voluntarily  undertaken,  to (a) clean up,  remove,  treat,  or in any other way
ameliorate or address any Hazardous  Substances or other substance in the indoor
or  outdoor  environment;  (b)  prevent  the  Release or threat of  Release,  or
minimize the further Release of any Hazardous  Substance so it does not endanger
or threaten to  endanger  the public  health or welfare of the indoor or outdoor
environment; (c) perform preremedial studies and investigations or post-remedial
monitoring  and  care;  or  (d)  bring  a  Person  into   compliance   with  any
Environmental Law.

         "Retained   Liabilities"  means  all  debts  of,  claims  against,   or
obligations or other  liabilities  of, Seller or any of its  Affiliates,  of any
kind or nature (other than Assumed  Liabilities),  in each case whether absolute
or contingent,  known or unknown, in tort,  contract,  strict liability or under
any other legal theory,  to the extent that any of the foregoing  relates to the
Pre-Closing Period, including, without limitation:

    (a)  all  liabilities   with  respect  to  any  Taxes,

         including state, local or Federal Taxes (including interest, penalties,
         and additions to such Taxes), other than Taxes of the types, and in the
         amounts,  expressly  set  forth in  Schedule  2.4 as being  assumed  by
         Purchaser (it being understood that all Taxes set forth on Schedule 2.4
         that  are  not  expressly  being  assumed  by  Purchaser  are  Retained
         Liabilities);

    (b)  all liabilities  arising or resulting from the ownership,  operation or
         condition of the Real Property, including liabilities for violations of
         any Environmental  Laws,  off-site disposal of Hazardous  Substances or
         the Release of Hazardous Substances to or from the Real Property;

    (c)  all liabilities for borrowed funds;

    (d)  all liabilities, whether expressly stated in or implied by the
         provisions of, or arising from any breach of or default under,
         any Contracts;

    (e)  all warranty,  product liability or other claims for products of Seller
         manufactured prior to or on the Closing Date, whether or not sold prior
         to the Closing Date, except to the extent that Purchaser is responsible
         therefor as set forth in Section 5.5;

    (f)  all intercompany liabilities of Seller to any Affiliate of Seller
         except those which are expressly referred to in the  definition
         of "Assumed Payables";

    (g)  all liabilities to the employees of Seller,  including all
         employee  compensation  and  benefit  obligations  and any claims  with
         respect  to  termination   of  employment,   other  than  the  employee
         compensation and benefit  obligations of the types, and in the amounts,
         set forth on  Schedule  2.4 as being  assumed  by  Purchaser  (it being
         understood that all employee  compensation and benefit  obligations set
         forth on Schedule 2.4 that are not expressly being assumed by Purchaser
         are Retained Liabilities);

    (h)  all outstanding and uncleared checks, drafts and other payment
         instruments drawn against any of the Excluded Cash Accounts; and

    (i)  all  liabilities  arising  or  resulting  from  the  operation  of  the
         Purchased  Assets or any business carried on by Seller or, with respect
         only to any Purchased Assets heretofore owned in the name of Parent, by
         Parent, during the Pre-Closing Period,  including,  without limitation,
         liabilities arising or resulting from any tort, violation of any Law or
         breach of any Contract.

         As used herein, any of the foregoing debts, claims against, obligations
or  other  liabilities  of  Seller  or any of its  Affiliates  "relate  to"  the
Pre-Closing  Period if such item arose  from,  as a result of, or in  connection
with, (A) any fact,  condition,  event or occurrence existing at any time during
the Pre-Closing Period regardless of when such item was discovered or alleged to
be  discovered  by any  Person,  (B) any act or  omission  to act on the part of
Seller or any of its  Affiliates (as the case may be) that,  respectively,  took
place or should  have taken  place at any time  during the  Pre-Closing  Period,
regardless  of  whether  such  act  or  omission  was  in  connection  with  any
contractual  arrangement  or  other  transaction,  tort,  violation  of or other
failure to comply with any Law, or otherwise,  and  regardless of when such item
was  discovered  or alleged to be  discovered  by any  Person,  or (C) any legal
action  or  proceeding   based  upon  any  matter  described  in  the  preceding
sub-clauses  (A) and (B)  regardless  of when  such  action  or  proceeding  was
commenced.  In  furtherance  of the  intent of the  parties  hereto,  and not in
limitation  of the  foregoing,  it is understood  that the entire  definition of
"Retained  Liabilities"  is meant to operate as a mechanism to allocate  between
Seller and Parent,  on the one hand,  and  Purchaser on the other hand,  certain
Losses  relating  to the  conduct  of the  Business  during,  respectively,  the
Pre-Closing Period and the Post-Closing Period. To the extent that any such Loss
cannot readily be allocated solely to the Pre-Closing Period because Purchaser's
acts or omissions  during the  Post-Closing  Period are found to have increased,
exacerbated,  or  contributed  to the related debt,  claim,  obligation or other
liability, then that portion of the total amount of such debt, claim, obligation
or  other   liability  that  is   proportional  to  the  degree  of  Purchaser's
responsibility  therefor  shall not  constitute a Retained  Liability and shall,
instead, constitute an Assumed Liability.

         "Seller's Plans" shall have the meaning set forth in Section 3.16.

         "Subordination   Agreement"  shall  mean  that  certain   Subordination
Agreement  dated as of the date  hereof  between  Purchaser's  senior  lender or
lenders and Seller.

         "Subordinated   Note"  shall  mean  the   unsecured,   non-transferable
subordinated note of Purchaser,  in the form of Exhibit E hereto, to be executed
and delivered by Purchaser at Closing in partial  payment of the Purchase Price,
as provided by Section 2.6(a) hereof.

         "Supply  Agreement"  shall mean an  agreement  by and among  Purchaser,
Parent, Power Conversion North America,  Computer Products Asia-Pacific Limited,
a Hong Kong corporation,  and Heurikon Corporation, a Wisconsin corporation,  in
the form of Exhibit F hereto.

         "Tax  Return"  shall  mean any  report,  return  or  other  information
required to be supplied  to a  Governmental  Authority  in  connection  with any
Taxes.

         "Taxes" shall mean all taxes, charges,  fees, duties (including customs
duties),  levies or other  assessments,  including without  limitation,  income,
gross receipts, net proceeds, ad valorem,  turnover,  real and personal property
(tangible and intangible),  sales, use, franchise,  excise,  value added, stamp,
leasing,  lease, user, transfer,  fuel, excess profits,  occupational,  interest
equalization,  windfall profits,  severance,  license,  payroll,  environmental,
capital stock,  disability,  employee's income  withholding,  other withholding,
unemployment  and Social Security taxes,  which are imposed by any  Governmental
Authority,  and such term shall include any interest,  penalties or additions to
tax attributable thereto.

                                  ARTICLE II
                           SALE AND PURCHASE OF ASSETS

     2.1  Purchase  of  Assets.  Subject  to the  terms and  conditions  of this
Agreement,  at the  Closing,  Seller  and Parent  shall  sell,  assign,  convey,
transfer and deliver to Purchaser,  and Purchaser  shall  purchase,  acquire and
take assignment and delivery of, the Purchased  Assets.  The "Purchased  Assets"
shall mean all assets of Seller  (other  than the  Excluded  Assets) and certain
specified  assets  used by Seller  but owned or leased by Parent as set forth in
Schedule  3.22,  as the case  may be,  in each  case,  wherever  located  and in
whatever  form,  real,  personal,  tangible or  intangible,  including,  without
limitation, all right, title and interest of Seller in and to the following:

     (a)  Cash.  All cash on hand held by Seller as "petty  cash" but  excluding
          all  of  the  following  (collectively,   "Excluded  Cash  Accounts"):
          certificates  of deposit,  bank  deposits  and other cash  equivalents
          (including  all receipts  deposited  but not yet cleared or credited),
          together  with all  accrued  interest  thereon,  and all rights in all
          lockbox, deposit, checking, payroll and other bank accounts of Seller.
          All unpaid  checks or other items that,  in  accordance  with Seller's
          historic accounting practices,  constitute "negative" cash items shall
          constitute   Retained   Liabilities.

     (b)  Receivables.  All accounts  receivable,  notes  receivables  and other
          receivables  arising  from the  operation  of the  Business  as of the
          Closing Date (the "Receivables").

     (c)  Inventories.  All  inventories,  wherever  located,  including all raw
          materials,  work in process,  finished goods and supplies  inventories
          (the "Inventories").

     (d)  Prepaid  Items.  All rights of Seller under prepaid  items  (excluding
          rights  of  Seller  under  prepaid  insurance  policies,  which  shall
          constitute Excluded Assets).

     (e)  Real  Property.  Seller's  and Parent's  leasehold  estate in the Real
          Property,  together with all leasehold improvements owned by Seller or

          by Parent, as the case may be.

     (f)  Equipment. All machinery,  equipment,  furniture,  telephones,  tools,
          dies, molds, plugs,  castings,  spare and replacement parts,  tooling,
          supplies,  maintenance  equipment,  computer equipment,  materials and
          other  personal  property  located  or  usually  located  at the  Real
          Property or otherwise used in connection with the Business,  including
          those items listed on Schedule 2.1(f).

     (g)  Vehicles. All trucks, trailers, automobiles and other vehicles used in
          connection  with the  Business,  including  those  vehicles  listed on
          Schedule 2.1(g).

     (h)  Information and Records. All records, files,  notebooks,  confidential
          and nonconfidential  information  (including electronic  information),
          price lists, marketing information,  sales records, customer lists and
          files   (including   customer  credit  and  collection   information),
          personnel  and  labor  relations   records,   employee   benefits  and
          compensation plans and records,  environmental control, monitoring and
          test  records,  plats  and  surveys  of the Real  Property,  plans and
          designs of buildings,  structures,  fixtures and equipment, historical
          and   financial   records  and  files,   and  all  other   proprietary
          information,  in each case, to the extent related to, or used (whether
          by  Seller  or by  Parent)  in  connection  with,  the  Business  (but
          excluding legal, accounting and income tax records). Parent and Seller
          may retain copies of all records  delivered to  Purchaser,  subject to
          the provisions of Section 5.3.

     (i)  Intellectual  Property.  Subject to the provisions of Section 2.8, the
          name "RTP Corp." and any  derivation of the  foregoing,  and all other
          tradenames,  trade  dress,  corporate  names  and  logos,  trademarks,
          service marks,  patents,  copyrights (and any  registrations  with any
          Governmental  Authority of, and applications for registration  pending
          with respect to, any of the  foregoing),  trade  secrets,  mask works,
          technology,   inventions,   processes,   designs,  know-how,  computer
          software and data, formulas,  goodwill, any licenses related to any of
          the  foregoing,  and  all  other  intangible  assets  related  to  the
          Business,  including  (without  limitation)  those items  described on
          Schedule  2.1(i),  including  such  rights to sue and recover for past
          infringement  or  misappropriation  thereof and to receive all income,
          royalties,  damages  and  payments  for past and future  infringements
          thereof (collectively, the "Intellectual Property").

     (j)  Permits.  Subject to the  provisions  of Section  2.8,  all  licenses,
          permits, variances, interim permits, permit applications, approvals or
          other  authorizations  under any Law  applicable  to the  Business  or
          otherwise required in connection with the Business or the ownership or
          operation of the Purchased Assets,  including those listed on Schedule
          2.1(j) (the "Permits").

     (k)  Phone  Numbers,  Website,  Etc..  The phone numbers (954) 974-5400 and
          facsimile   numbers  (954)  979-7371,   the  world  wide  web  address
          "http://www.rtpcorp.com,  and all websites associated  therewith,  and
          the e-mail  addresses which have the ending  "@cpipad.cpi.sprint.com",
          and the mailbox associated  therewith,  but, in each case, only to the
          extent that Seller has any right to convey an interest in such items.

     (l)  Other Assets. To the extent not included in the foregoing,  any assets
          which were included in the Balance  Sheet (other than assets  disposed
          of in the  ordinary  course of business  since the date of the Balance
          Sheet) or  acquired  after the date of the  Balance  Sheet,  all other
          assets of Seller  (except for  Excluded  Assets) and the other  assets
          owned or  leased  by  Parent  that are used by  Seller as set forth in
          Schedule 3.22,  including the Assigned Contracts and any warranties or
          other  rights,  claims,  demands or causes of action  relating  to the
          Purchased Assets.

     (m)  Human Resources  Information  System.  The software licensed from Abra
          Software,  Inc.,  and the  employee  information  database and related
          files and records heretofore maintained, by Parent on behalf of Seller
          with respect to Seller's  employees (the "Human Resources  Information
          System").

     2.2 Assignment of Certain  Contracts and Permits.  Subject to the terms and
conditions of this Agreement, Seller or Parent, as the case may be, shall assign
and transfer to Purchaser,  effective as of the Closing Date,  all right,  title
and  interest in, and  Purchaser  will take  assignment  of (and shall assume as
provided in Section 2.4), the following (the "Assigned Contracts"):

     (a)  Personal  Property  Leases.   The  leases  of  equipment,   machinery,
          vehicles,  computer software and hardware, and other personal property

          set forth on Schedule 2.2(a).

     (b) Purchase Orders and Contracts. All Contracts for the purchase of goods,
          materials or services set forth on Schedule 2.2(b).

     (c)  Customer  Contracts.  All  contracts for the sale of goods or services
          relating to the Business which are listed on Schedule 2.2(c),  and all

          customer deposits made under such Contracts.

     (d)  Other  Contracts.  Those other Contracts listed on Schedule 2.2(d) and
          such other  Contracts as shall be entered into between the date hereof
          and the Closing Date in the ordinary  course of business and which, in
          the case of any contract  involving  total payments of $10,000 or more
          over the life  thereof,  shall be  expressly  accepted and approved in
          writing by Purchaser prior to the Closing.

     2.3 Excluded Assets. Notwithstanding the foregoing, Seller shall not assign
and  transfer,  and  Purchaser  shall not take  assignment  of, any Contract (a)
listed on Schedule 2.3 or (b) not referred to in Section  2.2.  Such  Contracts,
together with the rights of Seller under prepaid insurance policies,  the rights
of Seller under this Agreement,  all  inter-company  receivables not included in
the Final Closing  Schedule,  the Excluded Cash Accounts and the other assets of
Seller  listed on Schedule 2.3  (collectively  the "Excluded  Assets")  shall be
retained by Seller and are not being sold or assigned to Purchaser hereunder.

     2.4 Assumed Liabilities.  At the Closing, Purchaser shall assume, and agree
to pay,  perform,  fulfill and  discharge in  accordance  with their  respective
terms,  the  following  liabilities  of Seller,  or, in the case of the Assigned
Contracts only, of Parent (the "Assumed Liabilities"), and no others:

                  (a) the Assumed Payables, including those listed on Schedule
         2.4;

                  (b)  The Current Accrued Obligations, including those listed
         on Schedule 2.4;

                  (c)  obligations  that are required to be  performed  and that
         accrue after the Closing Date under the Assigned Contracts, but only to
         the extent that (i) all rights of Seller or Parent, as the case may be,
         under  the  Contract  to  which  the  Assumed   Liability  relates  are
         effectively   assigned  to   Purchaser  on  the  Closing  Date  (unless
         arrangements  reasonably  satisfactory  to Purchaser  have been made to
         provide  Purchaser with the benefit of such Contract as contemplated by
         Section 2.8),  and (ii) such Assumed  Liabilities do not constitute (A)
         indemnities,  warranties,  service  or other  obligations  relating  to
         matters  occurring  on or before the Closing Date (except to the extent
         of   warranty   claims   reserved   against   in  the   Final   Closing
         Schedule),(B)liabilities  for any tort or violation of Law that relates
         to  the  Pre-Closing  Period,  or (C)  any  liability  relating  to the
         Pre-Closing  Period  arising or resulting from the breach of or default
         under any Assigned Contract (provided,  that the exclusion contained in
         this  clause  (C) shall not limit  the  Purchaser's  assumption  of the
         obligation to perform  obligations  under the Assigned  Contracts  with
         respect to the Post-Closing Period); and

                   (d) with respect to any warranty claim for goods manufactured
         or sold by Seller on or before the Closing Date to the extent, but only
         to the extent,  that Purchaser  assumes  responsibility  for such claim
         under Section 5.5 below.

Except  as  specifically  set  forth  above,  neither  Purchaser  nor any of its
Affiliates  shall assume or  otherwise be liable in respect of any debt,  claim,
obligation or other liability of Seller or any of its Affiliates whatsoever.  As
used herein,  the phrases  "relates to the Pre-Closing  Period" and "relating to
the  Pre-Closing  Period"  shall be  interpreted,  for all  purposes  under this
Agreement,  in the same  manner as set forth  under the  definition  of Retained
Liabilities.

         To the extent that any of the Assumed  Liabilities  are required by law
to be paid by Seller or Parent,  Purchaser shall provide to Seller or Parent, as
applicable,  a reasonable  period of time prior to the date such payment is due,
funds sufficient to make such payment.

     2.5  Closing.  The  Closing  shall  take place at a  location  in  Chicago,
Illinois,  mutually  acceptable to Purchaser and Seller on July 7, 1997, or such
other date mutually acceptable to Purchaser and Seller. Upon consummation of the
Closing,  all  transactions  contemplated  hereby  shall be deemed to have taken
place at, and shall be effective as of, 12:01 a.m.,  Eastern  Daylight  Time, on
July 5, 1997.

     2.6 Payment of Purchase Price.

                          (a) In consideration for the transfer of the Purchased
         Assets, Purchaser shall pay to Seller the sum of $3,500,000.00 (subject
         to adjustment in accordance  with this Section 2.6),  representing  the
         cash portion of the Purchase  Price,  by  electronic  bank  transfer in
         accordance with Seller's written  instructions to be delivered at least
         two Business  Days prior to the Closing.  At Closing,  Purchaser  shall
         also  deliver  the  Subordinated   Note  in  the  principal  amount  of
         $2,750,000.00  (subject to adjustment in accordance  with Section 2.6),
         representing  the balance of the Purchase  Price.  Purchaser may offset
         against the Subordinated  Note any amount due under Section 9.2, or 2.9
         in accordance  with such sections.  The Purchaser shall not be entitled
         to any recovery  under  Section 9.2 in respect of any Loss if, and only
         to the extent that,  the condition or event giving rise to such Loss is
         reflected in the calculation of a Purchase Price Adjustment pursuant to
         Section 2.6(e) or recovery is made pursuant to Section 2.9.

                          (b)Prior  to the  Closing,  Seller  shall  prepare the
         initial  draft of, and  Purchaser  and Seller shall agree in good faith
         on, an  interim  Closing  Schedule  (the  "Interim  Closing  Schedule")
         setting forth the estimated net book value,  as of May 30, 1997, of the
         Purchased Assets and Assumed Liabilities  determined in accordance with
         GAAP  (including  working  capital  items,  and including  reserves and
         accruals  established in accordance  with GAAP and consistent with past
         practice),  with the  following  adjustments:  (i) all unpaid checks or
         other items that,  in  accordance  with  Seller's  historic  accounting
         practices,  constitute  "negative" cash items shall constitute Retained
         Liabilities  and (ii) all items listed on Schedule  2.4 as  adjustments
         for  liabilities  being  retained by Seller shall  constitute  Retained
         Liabilities.  The  Interim  Closing  Schedule  shall be the  basis  for
         determining the cash payment and the amount of the Subordinated Note to
         be  delivered  at Closing.  Within  sixty (60) days after the  Closing,
         Purchaser shall deliver to Seller a revised  schedule setting forth the
         net book value,  as of the Closing Date,  of the  Purchased  Assets and
         Assumed  Liabilities  determined  in  accordance  with GAAP  (including
         working capital items, and including reserves and accruals  established
         in  accordance  with  GAAP and  consistent  with  past  practice),  and
         adjusted on the same basis as the Interim Closing Schedule.  Seller and
         its representatives,  including Seller's accountants, will be given the
         opportunity to observe all physical inventories, which Purchaser hereby
         notifies  Seller  shall begin at 9:00 a.m. on July 14,  1997,  taken in
         connection  with  preparation  of  such  post-Closing   schedule.   The
         post-Closing  schedule  delivered by Purchaser pursuant to this section
         shall be audited and  accompanied  by a report of Arthur  Andersen LLP,
         Purchaser's  independent  accountants  ("Purchaser's  Auditors") to the
         effect that such  schedule and any related  notes thereto were prepared
         in accordance with GAAP and this Agreement.  In rendering the foregoing
         audit and report,  Purchaser's  Auditors  shall permit Arthur  Andersen
         LLP, Seller's independent  accountants ("Seller's Auditors") to review,
         at their  request,  the report of Purchaser's  Auditors,  including all
         work papers,  schedules and  calculations  related thereto prior to the
         issuance thereof.

                           (c)  If  Seller   does  not  dispute   such   audited
         post-Closing  schedule and report, such audited  post-Closing  schedule
         shall be the "Final Closing Schedule".  If Seller disputes such audited
         schedule or any item included  therein,  such dispute shall be resolved
         in the following manner:

                           (i) Seller shall notify  Purchaser in writing  within
                  sixty  (60)  days  after  Seller's   receipt  of  the  audited
                  schedule,  which notice shall specify in reasonable detail the
                  nature of the dispute;

                           (ii)  during  the  sixty  (60) day  period  following
                  Purchaser's receipt of such notice, Purchaser and Seller shall
                  attempt to resolve such dispute;

                           (iii) if at the end of such 60 day period  Seller and
                  Purchaser  shall  have  failed  to  resolve  such  dispute  in
                  writing,  the matter  shall be  referred  to the  offices of a
                  referee   having   expertise  in  financial,   accounting  and
                  acquisition  matter jointly selected by Seller's  Auditors and
                  Purchaser's Auditors (the "Referee"). The Referee shall act as
                  an  arbitrator  and  shall  issue  its  report  resolving  all
                  disputes as to the  audited  schedule  within  sixty (60) days
                  after such dispute is referred to it. The audited schedule, as
                  modified by any  adjustments  determined to be  appropriate by
                  the Referee, shall then be the Final Closing Schedule. Each of
                  the parties hereto shall bear all costs and expenses  incurred
                  by it in  connection  with such  arbitration,  except that the
                  fees and  expenses  of the  Referee  hereunder  shall be borne
                  equally  by  Seller  and   Purchaser.   This   provision   for
                  arbitration shall be specifically  enforceable by the parties.
                  The decision of the Referee in accordance  with the provisions
                  hereof shall be final and binding (absent  manifest error) and
                  there shall be no right of appeal therefrom; and

                           (iv)  Upon  the  final  determination  of  the  Final
                  Closing Schedule, any required adjustments to the amounts paid
                  or the  Subordinated  Note  delivered  by Purchaser at Closing
                  shall be made as  provided  in the last  sentence  of  Section
                  2.6(e).

                  (d) From the Closing Date until the final determination of the
         Final  Closing  Schedule,  each  party  will grant to the other and its
         respective  representatives  reasonable  access  during usual  business
         hours to the  agents  and  employees  of such  party and to the  books,
         records  and files of the  business  in its  possession  to enable such
         party to review and otherwise  satisfy itself as to the accuracy of the
         Final Closing Schedule and the preparation thereof.

                  (e) The amount of the  Purchase  Price shall be  increased  or
         reduced,  dollar  for  dollar  for the  amount by which  the  aggregate
         adjusted   net  book  value  of  the   Purchased   Assets  and  Assumed
         Liabilities, as reflected on the Interim Closing Schedule and the Final
         Closing  Schedule,  is  greater  or less  than  $7,404,000.  The  first
         $1,000,000 of any increase to be made  pursuant to this Section  2.6(e)
         shall be paid in cash,  and the balance of any such  increase  shall be
         added to the principal amount of the  Subordinated  Note. The amount of
         any reduction to be made pursuant to this Section 2.6(e) shall be first
         applied to reduce the cash  portion of the Purchase  Price,  until such
         cash  portion  shall have been  reduced to  $2,000,000.  Any  remaining
         amount of the  reduction  to be made  pursuant to this  Section  2.6(e)
         shall be  applied to reduce the  principal  amount of the  Subordinated
         Note.  If any  adjustment  to the  Interim  Closing  Schedule  is  made
         pursuant to the Final Closing  Schedule,  then the principal  amount of
         the Subordinated Note shall be adjusted, to the extent required, and/or
         Seller or Purchaser  shall make the required cash payment to the other,
         so that the net  amount of cash paid to  Seller  and the  amount of the
         Subordinated  Note are equal to the  amounts  that  would  have been in
         effect had the Final Closing  Schedule been delivered at the Closing in
         lieu of the Interim Closing  Schedule,  and such  adjustments  shall be
         retroactive to, and effective as of, the Closing Date.

     2.7  Consistent  Treatment.  The parties shall  allocate the purchase price
among the Purchased  Assets and the covenant not to compete set forth in Section
5.3 in  accordance  with  Schedule  2.7  (which  shall be  prepared  in a manner
consistent  with  Section 1060 of the Code),  treat and report the  transactions
contemplated by this Agreement in all respects consistently with such allocation
for purposes of any Taxes and the filing of all Tax Returns,  including  without
limitation  Internal  Revenue  Service  Form  8594,  and  not  take  any  action
inconsistent with such obligation.

     2.8 Procedures for Purchased Assets non Transferable.  If, either by virtue
of the provisions  thereof or under  applicable law, any of the Contracts or any
other property or rights included in the Purchased  Assets are not assignable or
transferable  without the consent of some other Person,  Seller and, in the case
of any  Contracts or Purchased  Assets  owned,  licensed or leased by Parent but
used by Seller,  Parent shall use all commercially  reasonable efforts to obtain
such consent prior to the Closing Date and Purchaser shall use all  commercially
reasonable  efforts to assist in that  endeavor.  If any such consent  cannot be
obtained  prior to the Closing Date and the Closing  occurs,  this Agreement and
the related  instruments  of transfer  shall not  constitute  an  assignment  or
transfer  thereof,  but Seller and, in the case of any  Contracts  or  Purchased
Assets owned,  licensed or leased by Parent but used by Seller, Parent shall use
all commercially  reasonable  efforts to obtain such consent as soon as possible
after the Closing Date or otherwise  obtain for Purchaser the practical  benefit
(and  Purchaser  shall  be  responsible  for the  related  obligations)  of such
property or rights and Purchaser shall use all commercially  reasonable  efforts
to assist in that endeavor.

     2.9 Accounts  Receivable.  (a) On the six-month  anniversary of the Closing
Date,  Seller shall  repurchase from Purchaser,  if requested by Purchaser,  all
Receivables  which have not been collected as of such date,  for the amount,  if
any, by which the net value of the Receivables  (after  reserves),  as stated on
the Final Closing  Schedule,  exceeds the amount  collected by Purchaser on such
Receivables  on or before the six-month  anniversary  of the Closing  Date.  The
purchase  price for such  Receivables  shall be paid  one-half in cash,  by wire
transfer of immediately  available funds to an account  designated by Purchaser,
and one-half by a reduction of the principal amount of the Subordinated Note. At
all times prior to and after such  repurchase  by Seller,  Purchaser  shall have
sole control over the collection of all Receivables,  and neither Parent, Seller
nor any of their  employees  or agents  shall  contact any  account  debtor with
respect to any such  Receivables  or make any other  effort to collect the same.
Purchaser  shall exercise  collection  practices  consistent with the historical
collection practices of Seller in collecting such Receivables. After the payment
by Seller of the full amount due to Purchaser hereunder, Purchaser shall deliver
to  Seller,  as  received,  cash equal to  one-half  of any  amounts  thereafter
actually collected with respect to Receivables for which Seller has made payment
to Purchaser  hereunder and shall retain the other one-half of such collections,
and the principal amount of the Subordinated  Note shall be increased dollar for
dollar by all  collections  so retained by  Purchaser.  In applying  payments to
Receivables,  any  customer  designation  shall be  controlling;  provided  that
Purchaser shall not attempt to influence any customer designation of the invoice
to which a payment is applicable. If the customer fails to designate the invoice
to which a payment is applicable, and if the invoice to which payment relates is
not  otherwise  readily  determinable  (based on the  amount of the  payment  or
otherwise),  then  payment  shall  be  allocated  pro  rata  to all  outstanding
undisputed   invoices  to  such  customer.   The  Purchaser  shall  not  settle,
compromise,  reduce the amount of or extend the time for  payment of any invoice
existing as of the Closing  Date except in the  ordinary  course of business and
consistent with the Seller's prior practice.

         (b) Seller shall co-operate with Purchaser in notifying account debtors
to make payments of receivables outstanding at the Closing Date to make payments
to an account  designated by Purchaser.  If any such  receivables are paid to or
received by Seller or Parent,  Seller and Parent shall hold the proceeds of such
receivables  in trust,  for the  benefit  of  Purchaser,  and shall  remit  such
proceeds  by wire  transfer  to  Purchaser's  senior  lender  at such  times  as
Purchaser  may request,  but no less often than weekly.  All such wire  transfer
costs shall be borne by  Purchaser.  At the request of  Purchaser,  Seller shall
enter into  reasonable  agreements  with  Purchaser's  senior lender to evidence
Purchaser's ownership of such proceeds and perfect such senior lender's security
interest therein.

                                 ARTICLE III

               REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER

         Parent  and Seller  jointly  and  severally  represent  and  warrant to
Purchaser, as of the date of this Agreement, as follows:

     3.1 Due incorporation;  Subsidiaries. Parent and Seller are duly organized,
validly  existing  and in good  standing  under  the  laws of  their  respective
jurisdictions of incorporation, and possess all requisite power and authority to
own,  lease  and  operate  their  respective  properties  and to  carry on their
respective  businesses  as they  are  now  being  owned,  leased,  operated  and
conducted.  Seller is duly  licensed or  qualified  to do  business  and in good
standing as a foreign  corporation in each jurisdiction  where the nature of the
properties  owned,  leased  or  operated  by it or the  Business  requires  such
licensing or  qualification,  except where the failure to be so qualified  would
not have a Material Adverse Effect on the Purchased Assets or the Business.

     3.2  Authorization.  Parent  and  Seller  have  full  power  and  corporate
authority  to enter  into this  Agreement  and to  consummate  the  transactions
contemplated  hereby and thereby.  The  execution,  delivery and  performance by
Parent and Seller of this Agreement  have been duly and validly  approved by all
necessary corporate action. Parent and Seller have duly and validly executed and
delivered  this  Agreement.  This  Agreement  constitutes  the legal,  valid and
binding  obligation of Parent and Seller, in each case enforceable in accordance
with its terms,  except as such  enforceability may be limited by (a) applicable
bankruptcy,  insolvency,  moratorium,  fraudulent conveyance,  reorganization or
similar  laws in effect  which  affect  the  enforcement  of  creditors'  rights
generally,  or (b) by  equitable  limitations  on the  availability  of specific
remedies.

     3.3  Consents  and  Approvals.  No consent,  authorization  or approval of,
filing or registration with, any Governmental  Authority or any other Person not
a party to this  Agreement  is  necessary  in  connection  with  the  execution,
delivery  and  performance  by  Parent  and  Seller  of this  Agreement  and the
consummation  by Parent and Seller of the  transactions  contemplated  hereby or
thereby, or otherwise necessary with respect to the Purchased Assets, other than
(a) the consents set forth on Schedule 3.3 and (b) filings and consents that may
be  required  under  any  Environmental  Law  necessitated  by the  transactions
contemplated  herein.  Except  for  matters  set  forth  in  Schedule  3.3,  the
execution,  delivery and performance by Seller and Parent of this Agreement does
not and will not (i) violate or conflict with, result in a breach or termination
of, constitute a default under, or permit cancellation of any Assigned Contract,
(ii) result in the  creation of any Lien upon any of the  Purchased  Assets,  or
(iii) violate or conflict with any provision of the Certificate of Incorporation
or By-laws of Seller or Parent.

     3.4 Financial  Statements.  (a) The Financial Statements have been prepared
in  accordance  with GAAP  consistently  applied and (b) the  Interim  Financial
Statements  have been prepared on a basis  consistent  with Seller's  historical
practices  in  preparing  its  unaudited  monthly   statements.   The  Financial
Statements  present  fairly the financial  position,  assets and  liabilities of
Seller as of the dates thereof and the revenues, expenses, results of operations
and cash  flows  of  Seller  for the  periods  covered  thereby.  The  Financial
Statements and the Interim  Financial  Statements are derived from the books and
records of Seller,  and do not reflect any transactions  which are not bona fide
transactions.  To the  knowledge  of Seller and  Parent,  except as set forth in
Schedule  3.4,  in  the  Financial   Statements  or  in  the  Interim  Financial
Statements, the Seller has no liabilities, debts, claims or obligations, whether
accrued, absolute,  contingent or otherwise, whether due or to become due, other
than trade  payables,  obligations  or liabilities  under  Contracts and accrued
expenses, in each case incurred in the ordinary course of business since January
3, 1997.

     3.5 No Adverse Effects or Changes.  Except as listed on Schedule 3.5, since
January 3, 1997 Seller and, with respect to Contracts or Purchased Assets owned,
licensed or leased by Parent but used by Seller,  Parent  have not (a)  suffered
any  damage or  destruction  to,  or loss of,  any of its  respective  assets or
properties  (whether or not covered by insurance);  (b) permitted the imposition
of a Lien on, or disposed of, any of its respective  assets (other than Excluded
Assets or sales of  Inventories in the ordinary  course of business,  consistent
with past  practice);  (c)  terminated,  modified or entered  into any  Material
Contract;  (d) canceled,  waived,  released or otherwise  compromised  any trade
debt,  receivable or claim  exceeding  $25,000  individually  or $100,000 in the
aggregate;  (e) made or  committed to make any capital  expenditures  or capital
additions or betterments in excess of $25,000, whether individually or as a part
of related  transactions;  (f) entered into, adopted,  amended or terminated any
bonus,  profit  sharing,   compensation,   termination,   stock  option,   stock
appreciation right,  restricted stock,  performance unit,  pension,  retirement,
deferred   compensation,   employment,   severance  or  other  employee  benefit
agreements,  trusts,  plans,  funds or other  arrangements  for the  benefit  or
welfare of any  director,  officer or  employee,  or increased in any manner the
compensation or fringe benefits of any director, officer or employee or paid any
benefit not required by any existing  plan and  arrangement  or entered into any
contract,  agreement,  commitment or arrangement to do any of the foregoing; (g)
disposed of or permitted the lapse in registration of any Intellectual Property;
(h) made any  significant  changes in its  accounting  methods  or  policies;(i)
incurred  indebtedness  that would be an Assumed Liability (other than for trade
payables in the ordinary course of business); (j) amended its charter documents;
or (k) otherwise experienced a Material Adverse Change.

     3.6 Title to  Properties.  Except as disclosed on Schedule  3.6,  Seller or
Parent,  as the case may be, has good title to, and is the lawful  owner of, the
Purchased  Assets (other than the Real Property and the other  property shown as
leased on Schedule  3.6).  The Purchased  Assets include all of the tangible and
intangible assets,  properties and rights used in connection with or material to
the Business  (other than assets  leased under the leases set forth on Schedules
2.2(a) or 3.6 and  Inventories  disposed of in the  ordinary  course of business
since the date of the  Balance  Sheet) and all of the  tangible  and  intangible
assets, properties and rights reflected in Seller's Balance Sheet. Except as set
forth in  Schedule  3.6,  (x) no other  person  (including  Parent or any of its
Affiliates),  owns any assets,  properties or rights relating to the Business or
performs or furnishes services for the benefit of the Business, and (y) no other
person  (including  Parent or any of its  Affiliates) is a party to or otherwise
enjoys  rights under any Contract or other  arrangement  under which such person
receives benefits on behalf of Seller that pertain to the operation of Seller or
the  Business.  Except as set forth on Schedule  3.6, all  tangible  property of
Seller is located at the Real Property.

     3.7 Computer  System.  Except as  disclosed  in Schedule  3.7, all computer
hardware  and  software  and related  materials  used by Seller,  other than the
"Hyperion"  software  which will not be  assigned  to  Purchaser  (collectively,
"Computer System") are in good working order and condition, normal wear and tear
excepted,  and Seller is not  experiencing  any  significant  defects in design,
workmanship or material with respect to the Computer System. To the knowledge of
Parent and Seller, the use of the Computer System by the Business (including any
software  modifications)  (a) has not  violated or  infringed  upon and will not
violate  or  infringe  upon the  rights  of any  third  parties  and (b) has not
resulted in the  termination of any  maintenance,  service or support  agreement
relating to any part of the  Computer  System or any  reduction  in the services
provided to the Business,  warranties available to the Business or rights of the
Business thereunder.  Seller has, and at the Closing will transfer to Purchaser,
copies of any user and service  documentation in Seller's or Parent's possession
for the Computer System.

3.8   Real Property

                (a) Seller does not own any real  estate.  Seller  operates  the
         Business at the Real Property and at no other locations. Neither Seller
         nor Parent has any  knowledge  of any  pending  or  threatened  eminent
         domain or condemnation  proceeding with respect to the Real Property or
         any portion thereof.  Neither Seller nor Parent is a party to any lease
         of any real property used in connection  with the Business,  whether as
         lessor  or as  lessee,  except  as set forth on  Schedule  3.8.  To the
         knowledge of Parent and Seller,  no notice has been  received  from any
         Governmental  Authority  requiring or advising the need for any repair,
         alteration,  restoration,  improvement or Remedial Action in connection
         with the Real Property  that has not been fully  complied  with.  Other
         than its respective  leasehold interests in the Real Property,  neither
         Seller nor Parent has any  interests in any other real property used in
         connection with the Business.

                 (b) All  contractors,  subcontractors,  suppliers,  architects,
         engineers,  and others  who have  performed  services  or labor or have
         supplied  materials on behalf of Seller or Parent,  as the case may be,
         in  connection  with the Real  Property  have been paid in full and all
         Liens  arising  therefrom  (or claims which with the passage of time or
         the giving of notice,  or both,  could  mature  into  Liens)  have been
         satisfied and released.

                (c) The leases set forth on  Schedule  3.8 cover all of the real
         estate  leased,  used or  occupied  by  Seller in  connection  with the
         Business. Each of the leases set forth on Schedule 3.8 is in full force
         and  effect  and Seller or  Parent,  as  applicable,  holds a valid and
         existing  leasehold  interest  under  each of such  leases.  Seller and
         Parent, as applicable,  are not in default,  and no circumstances exist
         which would result in such default (including upon the giving of notice
         or the  passage of time,  or both),  under any of such  leases,  and no
         other  party to such  leases  has the  right to  terminate,  accelerate
         performance  under  or  otherwise  modify  any of such  leases.  To the
         knowledge  of Seller and Parent,  no lessor  under any such lease is in
         default  under any of such leases in its duties to the lessee.  Neither
         Seller  nor  Parent,  as the case may be,  has  assigned,  transferred,
         conveyed, or otherwise encumbered any interest in any of the leases set
         forth on Schedule 3.8.

                  (d) Except as described in Schedule  3.8,  there is no current
         dispute between Seller or Parent, as the case may be, and the landlords
         under its respective leases of the Real Property, and Seller or Parent,
         as the case may be, is not  currently  obligated  to perform  any work,
         expend any funds, or reimburse the landlord for any expenditures, under
         Seller's or Parent's,  as the case may be, lease of the Real  Property,
         other  than  regularly  scheduled  payments  of basic  rent,  taxes and
         insurance thereunder.

     3.9 Personal  Property.  Except as  disclosed  on Schedule  3.9, all of the
tangible assets (whether owned or leased)  included in the Purchased  Assets are
in the aggregate in good  operating  condition and repair  (normal wear and tear
excepted).

     3.10 Inventories.  Except as described on Schedule 3.10, the Inventories of
Seller are of merchantable  quality,  usable and saleable in the ordinary course
of business,  except to the extent of obsolete or  slow-moving  items which have
been  written  down to net  realizable  value on the Balance  Sheet or for which
adequate  reserves  have been  established  on the  Balance  Sheet.  None of the
Inventories of Seller are held on assignment or consignment. The Inventories are
fairly reflected on the Balance Sheet, after giving effect to all reserves,  and
are valued at the lower of cost or market.  Other than as set forth in  Schedule
3.10,  Seller is not under any  obligation  with  respect  to the  return of any
Inventories. All of the Inventories are located at the Real Property.

     3.11 No Third Party Options. There are no agreements,  options, commitments
or rights with,  of or to any Person  (other than  Purchaser)  to acquire any of
Seller's assets,  properties or rights or shares (or any of Parent's assets used
by Seller in connection with the Business)  except for those  Contracts  entered
into for the sale of Inventories in the ordinary course of business,  consistent
with past practice.

     3.12  Intellectual  Property.  Schedule 2.1(i) includes a true and complete
list of all of the Intellectual  Property used in the conduct of the Business of
the following types: trade names, corporate names and logos, trademarks, service
marks,  patents,   copyrights  (and  any  registrations  with  any  Governmental
Authority of, and applications for registration  pending with respect to, any of
the foregoing),  computer  software,  and any licenses related to the foregoing.
Except as disclosed on Schedule 3.12 or Schedule 2.1(i):

                (a) All of the Intellectual  Property,  other than  Intellectual
         Property  shown as licensed by Seller or by Parent on Schedule  2.1(i),
         is owned by Seller or by Parent,  as the case may be, free and clear of
         all  Liens,  and is  not  subject  to any  license,  royalty  or  other
         agreement,  and  neither  Seller  nor  Parent,  as the case may be, has
         granted  any license or agreed to pay or receive any royalty in respect
         of any of the Intellectual  Property.  All of the Intellectual Property
         shown as licensed by Seller or by Parent on Schedule  2.1(i) is held by
         Seller  or by  Parent,  as the  case  may be,  pursuant  to  valid  and
         effective license agreements,  all royalties and other amounts required
         to be paid thereunder prior to the date hereof have been paid, and true
         and  complete  copies  of all such  license  agreements  and all  other
         agreements  related  thereto  have been  delivered  to  Purchaser.  All
         registration  and maintenance  fees that have become due and payable to
         any Governmental  Authority with respect to any  Intellectual  Property
         for which a  registration  has been issued have been paid and no act or
         omission of Seller or Parent has occurred to cancel,  impair,  dedicate
         to the public or entitle any Governmental  Authority to cancel, modify,
         forfeit or hold abandoned any such Intellectual Property.

                          (b)  To  the  knowledge  of  Parent  and  Seller,  the
         products manufactured or sold by Seller and any process,  method, part,
         design,  material or other  Intellectual  Property they employ, and the
         marketing  and use by  Seller  of any such  product,  service  or other
         Intellectual  Property,  do not infringe any  Intellectual  Property or
         confidential  or  proprietary  rights of  another.  Neither  Seller nor
         Parent  has  received  any  notice  contesting  its  right  to use  any
         Intellectual  Property.  To the  knowledge  of Parent  and  Seller,  no
         products  manufactured  or  activities  conducted  by any other  Person
         infringe on the Intellectual Property.

     3.13 Contracts

                      (a) All of the  Assigned  Contracts  are in full force and
         effect and  constitute  the legal,  valid and  binding  obligations  of
         Seller or of  Parent,  as the case may be,  and,  to the  knowledge  of
         Seller and  Parent,  the other  parties  thereto.  All of the  Assigned
         Contracts are  enforceable in accordance with their  respective  terms,
         except as such enforceability may be limited by applicable  bankruptcy,
         insolvency,  moratorium,  reorganization  or similar laws affecting the
         rights of  creditors  generally  and by  equitable  limitations  on the
         availability  of  specific  remedies.  No  termination  notice has been
         delivered  by any party to any other party with respect to any Assigned
         Contract.  Seller and  Parent  have  delivered  to  Purchaser  true and
         complete  copies of each Assigned  Contract and a complete and accurate
         written description of any Assigned Contract not reduced to writing.

                          (b)  Schedule   3.13  lists  all  the   Contracts  and
         arrangements  of the following types to which Seller or, in the case of
         Contracts to which Parent is a party in lieu of Seller and which relate
         to the Business,  Parent is a party,  by which it is bound, or to which
         any of its assets or properties is subject (collectively, the "Material
         Contracts", and each a "Material Contract"):

     (i) any collective bargaining or other labor agreement;

     (ii) any Contract or  arrangement  of any kind with any employee,  officer,
          director or stockholder of Seller or Parent or any of their respective
          Affiliates;

     (iii)any   Contract   or   arrangement   with   a   sales   representative,
          manufacturer's  representative,  distributor,  dealer,  broker,  sales
          agency,   advertising   agency  or  other  Person  engaged  in  sales,
          distributing or promotional activities,  or any Contract to act as one
          of the foregoing on behalf of any Person;

    (iv)  any Contract or arrangement of any nature having an aggregate value in
          excess of $100,000 or not  terminable on notice of thirty (30) days or
          less;

     (v)  any indenture,  credit  agreement,  loan  agreement,  note,  mortgage,
          security  agreement,  letter of  credit,  loan  commitment,  guaranty,
          repurchase  agreement or other Contract or arrangement relating to the
          borrowing of funds,  an extension of credit or financing,  pledging of
          assets or guarantying the obligations of any Person;

     (vi) any Contract or  arrangement  involving  Seller as a participant  in a
          partnership, joint venture or other cooperative undertaking;

    (vii) any Contract or arrangement involving any restrictions with respect to
          the  geographical  area of  operations or scope or type of business of
          Seller;

    (viii)any power of attorney or agency  agreement or arrangement  pursuant to
          which a Person is  granted  the  authority  to act for or on behalf of
          Seller,  or Seller is granted the authority to act for or on behalf of
          any Person;

    (ix)  any Contract relating to the Computer System;

    (x)   any Contract granting to any Person a right at such Person's option to
          purchase  or acquire  any asset or  property  of Seller  (or  interest
          therein);

    (xi)  any  Contract  for  capital  improvements  or  expenditures  having an
          aggregate value in excess of $15,000;

   (xii)  any Contract having an aggregate value in excess of $100,000 for which
          the full  performance  thereof may extend  beyond sixty (60) days from
          the date of this Agreement;

  (xiii)  any Contract not made in the ordinary  course of business  which is to
          be  performed  in  whole  or in  part  at or  after  the  date of this
          Agreement;

  (xiv)   any Contract or arrangement relating to management support, facilities
          support or similar arrangement; and

   (xv)   any Contract or  arrangement not specified  above that is material to
          Seller or to the Business.

     3.14 Permits.  Schedule  2.1(j) is a true and accurate list of all material
Permits held by Seller. Except for such Permits, there are no permits, licenses,
consents or authorizations,  whether federal, state, local or foreign, which are
materially necessary for the lawful operation of the Business. Seller is in full
compliance  with  all  requirements  and  limitations  under  such  Permits.  No
employee,  officer,  director or Affiliate of Seller owns or has any interest in
any such Permit.

     3.15 Insurance. Schedule 3.15 contains an accurate and complete list of all
policies  of  fire,  liability,  workmen's  compensation,   public  and  product
liability,  title and other forms of insurance  owned,  held by or applicable to
Seller, its assets or the Business. Seller has heretofore delivered to Purchaser
a true and complete copy of all such  policies,  including all  occurrence-based
policies  applicable  to Seller or the  Business  for all  periods  prior to the
Closing Date. All such policies are in full force and effect,  all premiums with
respect  thereto  covering all periods up to and including the Closing Date have
been paid, and no notice of  cancellation  or termination has been received with
respect to any such policy.  Seller has not been refused any  insurance  nor has
its coverage been limited during the past two (2) years.

3.16  Employee Benefit Plans and Employment Agreements.

                         (a)Schedule  3.16 is a list of all employee  contracts,
         and  employee  benefit  plans,  programs,   policies  and  arrangements
         (including all collective  bargaining,  stock  purchase,  stock option,
         employment,  compensation,  deferred compensation, pension, retirement,
         severance,   termination,   separation,   vacation,   sickness,  health
         insurance, welfare and bonus plans, arrangements, and agreements) under
         or with  respect  to  which  Seller  has any  obligation  or  liability
         (collectively, the "Seller's Plans").

                         (b) Seller has provided Purchaser with true and correct
         copies of each of Seller's Plans and all contracts relating thereto, or
         to the  funding  thereof,  including,  without  limitation,  all  trust
         agreements,  insurance contracts,  administration contracts, investment
         management agreements,  subscription and participation agreements,  and
         recordkeeping agreements,  each as in effect on the date hereof, and an
         accurate  description  of any  Seller's  Plans  that are not in written
         form.

     3.17 Employees.  Schedule 3.17 contains a true,  complete and accurate list
of the names,  titles,  annual compensation and all bonuses and similar payments
made for the current and  preceding  two (2) years for each director and officer
of Seller and each  employee  of Seller who has an annual base salary of $50,000
or more.  Schedule  3.17  contains  a true and  complete  list of the  Executive
Employment Agreements.  Except for the Executive Employment Agreements listed in
Schedule 3.17,  Seller is not a party to any Contract  providing for the payment
by Seller of any severance  upon the Seller's  termination  of the employment of
any person.  Except as disclosed on Schedule  3.17,  there is no, and during the
past two years there has been no, labor strike, picketing,  dispute,  slow-down,
work stoppage,  union organization  effort,  grievance filing or proceeding,  or
other labor difficulty  actually pending or to the knowledge of Parent or Seller
threatened against or involving Seller.  Seller is not a party to any collective
bargaining  agreement and no such agreement  determines the terms and conditions
of the  employment of employees of Seller.  No collective  bargaining  agent has
been  certified  as a  representative  of  any of  employees  of  Seller  and no
representation  campaign  or election  is now in  progress  with  respect to any
employees of Seller.  Seller has complied in all material respects with all Laws
relating to employment.

     3.18 Taxes. Except for current Taxes not due and payable prior to or on the
Closing Date (such Taxes to be paid when due by Seller), Seller has paid to, and
where necessary  collected or withheld and remitted to, the proper  Governmental
Authority all Taxes related to taxable periods or portions  thereof ending prior
to or on the Closing  Date  (including  governmental  charges,  assessments  and
required  contributions  of Seller with respect to the Business) that may result
in the  filing  of a Lien on the  Purchased  Assets  or that may  result  in the
imposition of transferee or other liability on Purchaser for the payment of such
Taxes.

     3.19 No Defaults or  Violations.  Except as disclosed  on Schedule  3.19:or

Violations

                 (a) Seller and, in the case of any  Assigned  Contract to which
         Parent is a party,  Parent are not in breach or default under the terms
         of any Assigned Contract,  no event has occurred or circumstance exists
         which,  with notice or lapse of time or both, would constitute a breach
         or default under any such Assigned  Contract,  and, to the knowledge of
         Seller and Parent,  no other party to any such Assigned  Contract is in
         breach or default under any such Assigned Contract.

                 (b) Seller  and,  in the case of any  Purchased  Assets  owned,
         licensed or leased by Parent,  Parent are in compliance in all material
         respects  with,  and no  material  violation  exists  under,  any  Laws
         applicable to Seller or Parent,  the Purchased  Assets or the Business,
         and no event has occurred or circumstance exists which, with or without
         notice  or lapse of time or both,  would  constitute  such a  violation
         under any such Law.

                (c) No notice from any Governmental  Authority has been received
         claiming any violation of any Law or requiring  any work,  construction
         or expenditure,  or asserting any Tax, assessment or penalty,  that, in
         any case, could become binding on or impose any obligation on Purchaser
         or the Purchased Assets.

     3.20 Environmental Matters. Except as disclosed in Schedule 3.20:l Matters

                  a) Seller and Parent have not used or stored  any,  and to the
         knowledge of Parent and Seller there are no,  Hazardous  Substances in,
         on, or at the Real Property except for inventories of substances  which
         are used or are to be used in the  ordinary  course  of  business  (the
         storage and use of which substances  complies in all material  respects
         with all  applicable  Environmental  Laws and  Environmental  Permits).
         There is not now,  to the  knowledge  of Parent or Seller,  at the Real
         Property  any  underground   storage  tank  or  surface   impoundments,
         asbestos-containing  materials or polychlorinated biphenyls,  except in
         compliance with applicable Environmental Laws.

                  b) No written  notice has been received from any  Governmental
         Authority or any other Person that Seller or Parent is responsible  (or
         potentially  responsible)  for any  Remedial  Action at any location or
         that the Real  Property is required or may be required to be subject to
         Remedial  Action.  Included  within the Permits  are all  Environmental
         Permits necessary for the operation of the Business. There is no civil,
         criminal or  administrative  claim,  suit,  proceeding or investigation
         (including  a request  for  information)  pending  or, to  Seller's  or
         Parent's knowledge, threatened with respect to the Business or the Real
         Property relating in any way to any Environmental  Laws,  Environmental
         Permits or  Remedial  Action  and Seller and Parent  know of no fact or
         circumstance which would give rise to any such claim, suit,  proceeding
         or investigation,  or outstanding  written orders or Contracts with any
         Governmental   Authority  or  other  Person  relating  in  any  way  to
         Environmental Laws, Environmental Permits or Remedial Action. Seller or
         Parent,  as the case may be, has filed all  reports  and  notifications
         required to be filed with respect to, and obtained and  maintained  all
         Environmental Permits required for, the Real Property, all improvements
         on either of the foregoing and all operations  conducted  therein,  and
         has generated and  maintained  all required  records and data under all
         applicable  Environmental Laws, except where the failure to do so would
         not have a Material Adverse Effect.

     3.21  Litigation.  Except  as  disclosed  in  Schedule  3.21,  there are no
actions,  suits,  arbitrations,  regulatory  proceedings  or  other  litigation,
proceedings  or  governmental  investigations  pending or, to the  knowledge  of
Seller or Parent, threatened against or affecting Seller or any of its officers,
directors,  employees,  agents or stockholders in their capacity as such, or any
of its properties or businesses,  or any of the Purchased Assets owned, licensed
or  leased  by  Parent.  Except  as  set  forth  on  Schedule  3.21,  all of the
proceedings  pending or threatened against Seller or Parent, as the case may be,
are fully covered by insurance  policies and are being defended by the insurers,
subject  to such  deductibles  and  other  exceptions  as are set  forth in such
policies.  Schedule  3.21 is a true and  accurate  list of all  pending  actions
asserted by Seller or, in the case of Purchased Assets owned, licensed or leased
by Parent, by Parent.  Except as disclosed in Schedule 3.21, neither Seller nor,
in the case of Purchased Assets owned,  licensed or leased by Parent,  Parent is
subject to (a) any order, judgment, decree,  injunction,  stipulation or consent
order of or with any court or other Governmental Authority or (b) any settlement
agreement with any Governmental  Authority or other Person.  Neither Seller nor,
in the case of Purchased Assets owned,  licensed or leased by Parent, Parent has
entered into any agreement to settle or  compromise  any  proceeding  pending or
threatened  against it which has involved any obligation  other than the payment
of money or for which Seller or Parent,  as the case may be, has any  continuing
obligation.  There are no claims, actions, suits,  proceedings or investigations
pending  or, to the  knowledge  of Seller or  Parent,  threatened  by or against
Seller or Parent  relating to this  Agreement or the  transactions  contemplated
hereby.

     3.22 Related  Parties.  Except as disclosed on Schedule  3.22,  (a) neither
Parent nor any of its  Affiliates  have or claim to have any direct or  indirect
interest in any tangible or intangible  property used in the Business (except as
a stockholder or option holder of Parent or Seller),  and (b) neither Parent nor
any of its  Controlled  Affiliates  have or claim to have any direct or indirect
interest  in any other  Person  which  conducts a business  similar  to, has any
Contract or  arrangement  with, or does business or is involved in any way with,
Seller.  Schedule 3.22 contains a complete and accurate  description of all such
Persons, interests, arrangements and other matters.

     3.23 Intercompany Services, Transactions and Indebtness.

          (a)  Schedule  3.23  contains  a  complete  and  accurate  list of all
               agreements  or  arrangements   (whether   written  or  unwritten)
               relating to all intercompany services and transactions  currently
               existing between Seller and any of its Affiliates.

          (b)  Schedule  3.23  contains  a  complete  and  accurate  list of all
               outstanding indebtedness, payables and receivables between Seller
               and any of its Affiliates.

     3.24 Customers and Suppliers. Schedule 3.24 sets forth (a) a list of the 10
largest customers of Seller, in terms of revenue during the 1996 fiscal year and
the  portion  of  1997  prior  to the  date  hereof  (collectively,  the  "Major
Customers"),  showing the total  revenue  received in each such period from each
such customer; and (b) a list of the 10 largest suppliers of Seller, in terms of
purchases  during the 1996 fiscal year and the portion of 1997 prior to the date
hereof (collectively,  the "Major Suppliers"), and showing the approximate total
purchases in each such period from each such supplier.  Except to the extent set
forth in Schedule 3.24,  since January 1, 1997,  there has not been any material
adverse change in the business relationship with, and there has been no material
dispute of Seller with, any Major Customer or Major  Supplier.  To the knowledge
of Parent and Seller,  there are no indications that any Major Customer or Major
Supplier  intends to materially  reduce its  purchases  from or sales to (as the
case may be) the Business.  Schedule 3.24 lists all Contracts  between Parent or
Seller and any Major Customer or Major Supplier.

     3.25 Product Warranties. Except as set forth on Schedule 3.25 and except to
the extent of any warranty  reserves  reflected in the Final  Closing  Schedule,
there is no claim against or liability of Seller (or any  predecessor of Seller)
on account of  product  warranties  or with  respect to the  manufacture,  sale,
distribution or rental of defective  products and there is no basis for any such
claim on account of defective products heretofore manufactured,  sold or rented.
Schedule 3.25 sets forth a summary of all product liability claims filed against
Seller (or any  predecessor of Seller)  within the past two (2) years.  Schedule
3.25 sets forth copies of all product  warranties  issued for Seller's  products
during the past two (2) years.  In each of the past two years,  warranty  claims
have not exceeded 2.0% of Seller's gross sales for that year.

     3.26 Due Diligence  Materials.  There are no  significant  documents in the
possession of Parent, Seller, or any of their respective agents, representatives
or  Affiliates  of a character or type  described in  Purchaser's  due diligence
request delivered to Pinecrest  Capital,  Inc. on March 10, 1997, which have not
been provided or otherwise made available to Purchaser.

     3.27 Brokers. Neither Purchaser nor any Affiliate of Purchaser has or shall
have any  liability or  otherwise  suffer or incur any Loss as a result of or in
connection with any brokerage or finder's fee or other  commission of any Person
retained  by  Parent  or  Seller  in  connection  with  any of the  transactions
contemplated by this Agreement.

     3.28 Accuracy of Statements. Neither this Agreement nor any schedule hereto
contains or will  contain any untrue  statement  of a material  fact or omits or
will omit to state a material fact  necessary to make the  statements  contained
herein or therein,  in light of the  circumstances  in which they are made,  not
misleading.

     3.29 Reserves and Accruals.  The reserves and accruals of Seller, as stated
in its Financial Statements, including without limitation those established with
respect  to  Receivables,  Inventories  and  warranty  claims,  have  each  been
established in accordance with GAAP.

     3.30 [intentionally omitted]

     3.31  Acceleration  of  Employee  Stock  Options.  Seller and  Parent  have
accelerated  the vesting of options held by certain of Seller's  employees  with
respect  to the right to  acquire  shares of the  common  stock of Parent as set
forth on Schedule 3.31.

     3.32 Other  Seller  Information.  (a) Seller's  Federal Tax  Identification
number  is  65-0535690.  (b)  Seller  has no  subsidiaries  (including,  without
limitation,  any ownership  interest in  partnerships,  joint ventures,  limited
liability companies, or other entities). (c) All of the active books and records
relating to the Business are located at either (i) Seller's place of business at
2705 Gateway  Drive,  Pompano  Beach,  Florida 33069 or (ii) Parent's  executive
offices at 7900 Glades Road,  Suite 500, Boca Raton,  Florida  33434,  and at no
other location.

                                  ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

         Purchaser  represents and warrants to Parent and Seller, as of the date
of  this  Agreement  and  as of  the  Closing  Date  (such  representations  and
warranties being remade on the Closing Date), as follows:

     4.1 Due Incorporation.  Purchaser is a corporation duly organized,  validly
existing and in good standing under the laws of its jurisdiction of organization
with all requisite  power and authority to own, lease and operate its properties
and to carry on its business as they are now being owned,  leased,  operated and
conducted.

     4.2 Due Authorization. Purchaser has full power and authority to enter into
this  Agreement and to consummate  the  transactions  contemplated  hereby.  The
execution,  delivery and  performance  by Purchaser of this  Agreement have been
duly and validly approved by all necessary corporate action.  Purchaser has duly
and validly  executed and delivered this Agreement.  This Agreement  constitutes
the legal, valid and binding obligation of Purchaser,  enforceable in accordance
with its terms,  except as such  enforceability  may be  limited  by  applicable
bankruptcy,  insolvency,  moratorium,  reorganization  or similar laws in effect
which affect the  enforcement  of  creditors'  rights  generally or by equitable
limitations on the availability of specific remedies.

     4.3  Consents  and  Approvals.  No consent,  authorization  or approval of,
filing or registration with, or cooperation from, any Governmental  Authority or
any other Person not a party to this  Agreement is necessary in connection  with
the execution,  delivery and  performance by Purchaser of this Agreement and the
consummation by Purchaser of the  transactions  contemplated  hereby or thereby,
other than the  consents  set forth on Schedule 4.3 and (b) filings and consents
that may be required under any environmental, health or safety law or regulation
necessitated by the transactions  contemplated  herein. The execution,  delivery
and  performance by Purchaser of this Agreement does not and will not violate or
conflict with any provision of the  Certificate of  Incorporation  or By-laws of
Purchaser.

     4.4 Brokers.  Purchaser has used no broker or finder in connection with the
transactions contemplated hereby.

     4.5 Financing and Initial  Capitalization.  Purchaser shall have an initial
capitalization  of at least  $750,000 in equity.  As of the Closing  Date (after
giving effect to the transactions contemplated by this Agreement,  including the
Purchaser's incurrence of the debt related to such transactions),  the Purchaser
does not  believe  that it is  engaged  in  business,  or about to engage in any
business or transaction, with unreasonably small capital. The Purchaser does not
intend  to  incur,  or  believe  that it will  incur,  in  connection  with  the
transactions contemplated by this Agreement,  debts beyond its ability to pay as
they  mature.   The  obligations   incurred  by  Purchaser  in  connection  with
Purchaser's  financing related to this Agreement are not being incurred with the
actual  intent to  hinder,  delay or  defraud  any  existing  present  or future
creditors of Seller or Purchaser.

                                    ARTICLE V

                                    COVENANTS

     5.1  Maintenance of Insurance.  Seller shall continue to maintain and carry
its existing insurance through the Closing Date, and shall not allow any breach,
default, termination or cancellation of such insurance policies or agreements to
occur or exist. So long as the Subordinated Note remains outstanding,  Purchaser
shall  carry  or  cause to be  carried  with  respect  to the  Business  and the
Purchased  Assets product  liability  insurance and excess  liability  insurance
(subject to reasonable deductibles,  exclusions and limitations),  which in each
case is  maintained  in  effect  with  insurers  of  recognized  reputation  and
responsibility,  substantially consistent with insurance historically maintained
by  Seller;  provided,  that if such  insurance  coverage  is not  available  to
Purchaser on commercially reasonable terms and conditions,  then Purchaser shall
carry insurance coverage for the types of risks and in amounts and on such other
terms and  conditions  as is usually  carried by  business  entities in the same
geographic  areas that are engaged in the same or similar business as Purchaser.
Purchaser  will at all times carry such  insurance as is then required under its
senior debt agreement. Subject to the provisions of the Subordination Agreement,
Seller shall be named as an additional insured on such policies.

     5.2 Supplemental Information.  Parent and Seller will promptly,  provide to
Purchaser  complete copies of the tax packages  prepared by Seller and furnished

to Parent for periods prior to the Closing.

     5.3 Noncompetition; Confidentiality

                (a) In order to induce  Purchaser to enter into this  Agreement,
         each of Parent and Seller  expressly  covenants  and agrees  that for a
         period of five (5)  years  from and after  the  Closing  Date,  neither
         Seller,  Parent nor any of their respective  Controlled Affiliates will
         directly or indirectly,  without the prior express  written  consent of
         Purchaser,  (i) own  (other  than  ownership  of stock or other  equity
         interests  constituting less than five percent (5%) of the total equity
         interest  of  any  publicly-traded   entity),  manage,  operate,  join,
         control,  consult  with or  participate  in any  business,  individual,
         partnership,  firm, corporation or other entity which is engaged in the
         Business,  wholly  or  partly,  in any  part  of the  world,  provided,
         however,  that  the  business  operations  as  currently  conducted  by
         Heurikon  Corporation,  Power  Conversion  North  America and  Computer
         Products  Asia-Pacific  Limited  shall be deemed  not to  violate  this
         clause  (i),  (ii)  interfere  with or  attempt to  interfere  with any
         business  relationship  between any third party and Purchaser or any of
         its  Affiliates  in connection  with the Business,  or (iii) solicit or
         encourage  any  officer,  employee,  consultant  or agent  employed  or
         retained by Purchaser to leave Purchaser's employ or retention.

                 (b) Except to the extent expressly  required by Law, Parent and
         Seller  shall,  and shall cause their  Controlled  Affiliates  to, keep
         secret  and  confidential   indefinitely  all  non-public   information
         concerning Purchaser, Seller, the Purchased Assets and the Business and
         not  disclose the same,  either  directly or  indirectly,  to any other
         Person, or use the same in any way.

                 (c) Parent and Seller  expressly agree that the remedies at law
         for  any  breach  of the  provisions  of  this  Section  5.3  would  be
         inadequate  and that, in addition to any other  remedies that Purchaser
         may have,  Purchaser  shall be  entitled  to  temporary  and  permanent
         injunctive  relief  without the necessity of proving  actual damages or
         posting  bond.  To the extent that any part of this  Section 5.3 may be
         invalid,  illegal or unenforceable  for any reason, it is intended that
         such part shall be  enforceable to the extent that a court of competent
         jurisdiction  shall determine that such part, if more limited in scope,
         would  have  been  enforceable.  Parent  and  Seller  acknowledge  that
         Purchaser  would not enter into this Agreement or acquire the Purchased
         Assets  unless  Parent  and  Seller  agreed to the  provisions  of this
         Section 5.3.

                  (d) In  furtherance  of the foregoing (i) Richard J. Thompson,
         Joseph M.  O'Donnell  and each  employee/director  of Parent and Seller
         will  execute  and  deliver  at  closing  a  Non-Competition  Agreement
         consistent with the foregoing and otherwise reasonably  satisfactory to
         Purchaser,  having a term of five years from the Closing Date, and (ii)
         each  non-employee  director  of Parent and  Seller  will  execute  and
         deliver at closing a Non-Competition Agreement substantially consistent
         with the foregoing  (except that any such  non-employee  director shall
         not  be  prohibited  from  consulting  with  or  participating  in  any
         business,  individual,  partnership,  firm, corporation or other entity
         engaged in the  Business)  and  otherwise  reasonably  satisfactory  to
         Purchaser, and having a term of 18 months from the Closing Date.

     5.4 Use Of Name. From and after the Closing Date, Parent, Seller, and their
respective  Controlled  Affiliates  will not directly or  indirectly  use in any
manner  any  name,  trade  name,  trademark,  service  mark or logo  used by the
Business or any word or logo that is confusingly similar in sound or appearance.

     5.5 Product Liability and Warranty Claims

                  (a) Seller is and shall be solely  responsible for any and all
claims for injury (including,  without limitation,  death) or claims for damage,
direct or consequential,  resulting from or connected with goods manufactured or
sold or  services  provided  by Seller,  including,  without  limitation,  goods
manufactured  on or before the Closing  Date and sold  without  modification  by
Purchaser after the Closing Date. Purchaser shall have no liability for any such
claims.

                  (b) Purchaser shall be solely responsible for any warranty for
goods  manufactured  or  services  rendered  by  Seller in  connection  with the
Business to the extent, but only to the extent, that such warranty claims do not
exceed the warranty reserve set forth in the Final Closing  Schedule.  Except to
the extent  provided in the  preceding  sentence,  Seller  shall  remain  solely
responsible for any warranty for goods manufactured or sold or services rendered
by Seller on or before the Closing Date, and Purchaser  shall have no obligation
or  liability  under any such  warranty,  except  as  provided  above.  However,
Purchaser  may,  in its sole  discretion,  decide to  provide  goods or  perform
services in excess of the amount for which Purchaser is responsible  pursuant to
the first  sentence of this  subsection  5.5(b),  to the extent that such excess
goods or services  would be required to be provided or performed by Seller under
Seller's  warranty.  In any such case  described  in the  immediately  preceding
sentence, Seller shall reimburse Purchaser for the costs (without any mark-up or
profit margin) of such excess goods,  services or repairs  provided by Purchaser
which  Seller  would have been  required  to provide or perform  under  Seller's
warranty,  as shown on  Purchaser's  invoice,  within  thirty  (30)  days  after
Seller's receipt of such invoice. Purchaser shall supply Seller with information
reasonably requested by Seller to substantiate the invoiced amounts.

     5.6  Access.   Following   the   Closing   Date,   Purchaser   will  permit
representatives  of Seller to have full  access at all  reasonable  times to the
books, accounts and records pertaining to the operation of the Business prior to
the Closing  Date,  to the extent  reasonably  requested by Seller on reasonable
notice.

     5.7 [intentionally omitted]

     5.8  Employees.  Purchaser  will not take  any  action  or omit to take any
action,  if such action or omission would impose any obligations upon, or result
in any Loss to, Seller or Parent under the Worker  Adjustment and Retraining Act
or under any  applicable  state or local  law  regarding  notification  of plant
closings  that result in the  termination  of  employees.  Nothing  herein shall
impose any  obligation  on the  Purchaser to guaranty  employment  to any of its
employees, including Transferred Employees after the Closing Date.

     5.9 Payroll Transition.  With respect to the regularly scheduled payment of
wages (including any Taxes related thereto) to be made to employees of Purchaser
on July 11, 1997 (such  payment,  the "July 11  Payroll"),  Seller  agrees that,
notwithstanding  that the July 11 Payroll is a payment  obligation of Purchaser,
Seller  shall,  subject to the  following  sentence,  pay the July 11 Payroll on
behalf of Purchaser through the existing provider of Seller's payroll-processing
services.  Seller and  Purchaser  agree that (a) no later than 11:00 a.m.,  East
Coast time, on July 9, 1997,  Seller will notify Purchaser in writing (which may
be delivered by  telecopier) of the total amount due with respect to the July 11
Payroll,  specifying  the account to which  Purchaser  shall wire  transfer such
funds  and (b) no later  than 4:30  p.m.,  East  Coast  time,  on July 9,  1997,
Purchaser  shall have remitted such funds to Seller and shall  promptly  provide
Seller with the related wire-transfer confirmation information.

     5.10 Inventory Resale Certificates. Purchaser shall promptly, upon Seller's
request therefor, deliver to Seller resale certificates with respect to the sale
hereunder of Inventories to Purchaser, in the form of Exhibit I.

                                  ARTICLE VI
                               CLOSING DELIVERIES

         The following documents,  instruments and agreements are being executed
and delivered in connection with this Agreement:

         (a)   the Assignment;

         (b)   the Patent and Trademark Assignment;

         (c)   the Supply Agreement;

         (d)   the Assignment,  Assumption,  Consent and Release relating to the
               lease of the  premises  at 2705  Gateway  Drive,  Pompano  Beach,
               Florida;

         (e)   the original title certificates for the Vehicles owned by Seller,
               executed by Seller together with all necessary Lien releases;

         (f)   the opinion of Hertzog, Calamari & Gleason, counsel to Seller and
               Parent,  addressed to Purchaser and Purchaser's  senior lender in
               the form of Exhibit G;

         (g)   all  material  required  consents to the transfer of the Assigned
               Contracts   (except  to  the  extent  that  any  consent  to  the
               assignment  of an Assigned  Contract has not been  obtained,  and
               arrangements  reasonably satisfactory to Purchaser have been made
               to provide  Purchaser the benefit of such Assigned  Contract,  as
               contemplated by Section 2.8);

         (h)  releases of all Liens against Intellectual Property;

         (i)   articles of  amendment to the  certificate  of  incorporation  of
               Seller  changing  Seller's name to a name not containing the name
               "RTP" or any derivation thereof;

         (j) An employment agreement between Purchaser and Salvatore Provanzano;

         (k)   an  estoppel  certificate  from each of the  landlords  under the
               leases set forth on Schedule  3.8,  pursuant  to which  Seller or
               Parent,  as the case may be, is a tenant,  in form and  substance
               reasonably satisfactory to Purchaser, and in any event containing
               the  landlord's  representation  that there are no  defaults  and
               agreements  reasonably  satisfactory  to Purchaser  regarding the
               completion of any required repairs;]

         (l)   Non-Competition  Agreements  executed by the individuals named in
               Section 5.3(d)(i) and all of the directors and executive officers
               of Parent and Seller;

         (m)    the Subordinated Note;

         (n)   the opinion of Mayer,  Brown & Platt,  counsel for Purchaser, in
               the form of Exhibit H; and

         (o)   the Subordination Agreement.

                                   ARTICLE VII
                             [INTENTIONALLY OMITTED]

                                  ARTICLE VIII
                             [INTENTIONALLY OMITTED]

                                   ARTICLE IX

                                 INDEMNIFICATION

          9.1 Survival.  The  representations  and  warranties of the parties in
this Agreement or in any document  delivered  pursuant  hereto shall survive the
Closing for a period of 16 months and shall then terminate;  provided,  however,
that  (i) any  representation  and  warranty  shall  survive  the  time it would
otherwise  terminate  only with respect to claims of which notice has been given
as  provided in this  Agreement  prior to such  termination,  and (ii) such time
limitation  shall not apply to the  representations  and warranties set forth at
Sections 3.1, 3.2, 3.6 (only to the extent related to title), 3.20, 4.1 and 4.2,
which  representations  and warranties shall survive so long as the Subordinated
Note is  outstanding,  or to the  representations  and  warranties  set forth at
Section 3.18, which shall survive until the expiration of the applicable statute
of limitations.

          9.2  Indemnification  by Parent and Seller.  Parent and Seller jointly
and severally agree to indemnify, defend and hold harmless each of the Purchaser
and its Affiliates against any Losses relating to or arising out of:

                 (a) any breach of any representation or warranty made by Parent
         or Seller in this Agreement;  provided, however that (i) neither Parent
         nor Seller  shall have any  liability  under this  Section  9.2(a) with
         respect to breaches of such  representations  and warranties  until the
         aggregate  Losses arising out of such breaches equal or exceed $62,500,
         at which point  Purchaser  shall be entitled to recover only the amount
         of any  Losses in excess of  $62,500,  and (ii) the  maximum  aggregate
         liability of Parent and Seller to Purchaser  under this Section  9.2(a)
         shall not exceed the  Purchase  Price,  as  adjusted  pursuant  to this
         Agreement (except that, the foregoing limitation shall not apply to any
         breaches of the  representations  and  warranties set forth at Sections
         3.1,  3.2,  3.6 (only to the extent  related  to title) and 3.20);  Any
         indemnity  paid under this Section  9.2(a) shall be paid fifty  percent
         (50%) in cash and fifty  percent  (50%) by reduction  of the  principal
         amount of the Subordinated  Note;  provided,  that the aggregate amount
         paid in cash shall not exceed the total  amount of the  Purchase  Price
         paid in cash,  and any amount that would  otherwise be paid in cash but
         for  the  operation  of  this  proviso  shall  instead  be  paid  by an
         additional reduction of the principal amount of the Subordinated Note;

               (b) any breach of any  covenant  made by Parent or Seller in this
          Agreement  or any  other  document  set  forth in  Article  VI of this
          Agreement;

               (c) the bulk sales  Laws of any  jurisdiction  applicable  to the
          transactions contemplated herein, including the failure to comply with
          such Laws, except with respect to Assumed Liabilities;

               (d) Retained  Liabilities,  including,  without  limitation,  any
         liability to another  Person for which  Purchaser has been found liable
         which  would  constitute  a  Retained   Liability.   No  limitation  on
         Purchaser's  right to  indemnification  with  respect  to any  Retained
         Liability  shall be implied from the fact that the matters  giving rise
         to such  Retained  Liability  may also have given rise to a breach of a
         representation or warranty; and

               (e) product liability claims and warranty claims for which Seller
          is responsible pursuant to Section 5.5.

                  Notwithstanding  the other  provisions  of this  Section  9.2,
Purchaser  shall not be  entitled  to any  recovery  under this  Section  9.2 in
respect of any Loss if,  and only to the extent  that,  the  condition  or event
giving rise to such Loss is reflected  in the  calculation  of a Purchase  Price
Adjustment  pursuant to Section  2.6(e) or recovery is made  pursuant to Section
2.9.

     9.3 Indemnification by Purchaser. Purchaser agrees to indemnify, defend and
hold harmless Parent and Seller and each of their respective  Affiliates against
any Losses relating to or arising out of (a) any breach of any representation or
warranty  or  covenant  made by  Purchaser  in this  Agreement  or any  document
delivered  to Seller at the Closing or pursuant  to this  Agreement,;  provided,
however that  Purchaser  shall have no liability  under this Section 9.3(a) with
respect to breaches of such  representations  and warranties until the aggregate
Losses  arising out of such  breaches  equal or exceed  $62,500,  at which point
Parent  and Seller  shall be  entitled  to  recover  the amount of any Losses in
excess of $62,500,  (b) any Assumed  Liability or any liability  relating to the
conduct of the Business by Purchaser as it relates to the Post-Closing Period or
(c) any  breach of any  covenant  made by  Purchaser  in this  Agreement  or any
document  delivered  to  Parent or Seller at the  Closing  or  pursuant  to this
Agreement.

     9.4 Claims. The provisions of this Section shall be subject to Section 9.5.
As soon  as is  reasonably  practicable  after  becoming  aware  of a claim  for
indemnification  under  this  Agreement  (including  a claim  or suit by a third
party) the  indemnified  Person shall  promptly give notice to the  indemnifying
Person of such claim. The failure of the indemnified Person to give notice shall
not relieve the  indemnifying  Person of its  obligations  under this Article IX
except to the extent that the  indemnifying  Person  shall have been  prejudiced
thereby.  If the  indemnifying  Person  does  not  object  in  writing  to  such
indemnification  claim within 30 calendar days of receiving notice thereof,  the
indemnified  Person shall be entitled to promptly  recover from the indemnifying
Person the amount of such  claim,  and no later  objection  by the  indemnifying
Person shall be  permitted.  If the  indemnifying  Person  agrees that it has an
indemnification obligation but objects that it is obligated to pay only a lesser
amount, the indemnifying Person shall promptly pay to the indemnified Person the
lesser  amount,  without  prejudice to the  indemnified  Person's  claim for the
difference.

     9.5 Third Party Claims; Assumption of Defense. The indemnifying Person may,
at its  own  expense,  (a)  participate  in the  defense  or  settlement  of any
third-party  claim,  suit,  action  or  proceeding  and (b) upon  notice  to the
indemnified Person, and the indemnifying  Person's delivering to the indemnified
Person  a  written  agreement  that  the  indemnified   Person  is  entitled  to
indemnification  pursuant  to Section  9.2 or 9.3 for all Losses  arising out of
such claim, suit, action or proceeding and that the indemnifying Person shall be
liable for the entire  amount of any Loss,  may at any time during the course of
any such  claim,  suit,  action or  proceeding,  assume and  control the defense
thereof;  provided,  however,  that (i) the  indemnifying  Person's  counsel  is
reasonably  satisfactory to the indemnified  Person,  and (ii) the  indemnifying
Person shall thereafter consult with the indemnified Person upon the indemnified
Person's reasonable request for such consultation from time to time with respect
to such claim,  suit, action or proceeding.  If the indemnifying  Person assumes
such defense,  the indemnified Person shall have the right (but not the duty) to
participate in the defense  thereof and to employ  counsel,  at its own expense,
separate from the counsel employed by the indemnifying  Person. If, however, the
indemnified Person reasonably  determines in its judgment that representation by
the  indemnifying  Person's  counsel  of both the  indemnifying  Person  and the
indemnified Person would present such counsel with a conflict of interest,  then
such indemnified Person may employ separate counsel to represent or defend it in
any such claim, action, suit or proceeding and the indemnifying Person shall pay
the  fees  and  disbursements  of  such  separate  counsel.  Whether  or not the
indemnifying  Person  chooses to assume the  defense  of any such  claim,  suit,
action or proceeding,  all of the parties hereto shall  reasonably  cooperate in
the defense or prosecution  thereof. Any settlement or compromise made or caused
to be made by the indemnified Person or the indemnifying Person, as the case may
be, of any such claim,  suit,  action or  proceeding  of the kind referred to in
Section  9.5  shall  also  be  binding  upon  the  indemnifying  Person  or  the
indemnified  Person,  as the  case  may be,  in the  same  manner  as if a final
judgment or decree had been entered by a court of competent  jurisdiction in the
amount  of  such  settlement  or  compromise;   provided,   however,   that  the
indemnifying  Person may not settle or  compromise  any claim,  suit,  action or
proceeding  without the prior written consent of the  indemnified  Person if any
such settlement or compromise agreed to by the indemnifying Person would require
any  payment  or  any  admission  of  liability,  fault  or  wrongdoing  by  any
indemnified  Person,  or impose any  non-monetary  obligation on the indemnified
Person (such as, by way of example and not in  limitation,  injunctive  relief).
The indemnified  Person shall not unreasonably  withhold or delay consent to any
such proposed  settlement;  it being agreed that it shall not be unreasonable to
withhold consent to a proposed  settlement that would require any admission that
would materially  impair,  disparage or otherwise  adversely affect the business
reputation  of the  indemnified  Person.  The  indemnifying  Person shall not be
required to pay any settlement or compromise made by the  indemnified  Person of
any claim,  suit, action or proceeding  without the prior written consent of the
indemnifying Person, which shall not be unreasonably withheld or delayed. In the
event that the  indemnifying  Person does not elect to assume the defense of any
claim, suit, action or proceeding, then any failure of the indemnified Person to
defend or to  participate  in the  defense of any such  claim,  suit,  action or
proceeding or to cause the same to be done,  shall not relieve the  indemnifying
Person of its obligations hereunder.

     9.6  Exclusive  Remedy.  It is  agreed  that the  bringing  of a claim  for
indemnification  under  this  Article  IX shall be the  exclusive  means for the
recovery of damages by Purchaser, Seller and Parent for any claims arising under
this  Agreement,  including  any breach of this  Agreement;  provided,  that the
foregoing  shall  not  limit  the  right of any  party  hereto to seek or obtain
specific performance or other equitable relief with respect to this Agreement to
the extent that such equitable relief is available under applicable law.

                                    ARTICLE X

                                  MISCELLANEOUS

     10.1 Expenses.  Except as provided below,  each party hereto shall bear its
own expenses with respect to the  transactions  contemplated  hereby.  Buyer and
Seller  shall  each  bear  50% of all  sales,  use,  stamp,  transfer,  service,
recording,  real estate and like taxes or fees,  if any,  imposed in  connection
with the transactions contemplated hereby.

     10.2  Amendment.  This Agreement may be amended,  modified or  supplemented
only by written agreement of the parties.

     10.3 Notices.  Any notice,  request,  instruction  or other  document to be
given  hereunder  by a party  hereto  shall be in writing and shall be deemed to
have been given, (a) when received if given in person or by courier or a courier
service,  (b) on the date of transmission  if sent by telex,  facsimile or other
wire  transmission  or (c) three (3) Business Days after being  deposited in the
U.S. mail, certified or registered mail, postage prepaid:

                       (a) If to Parent or Seller, addressed as follows:

                           Computer Products, Inc.
                           7900 Glades Road
                           Suite 500
                           Boca Raton, Florida 35434
                           Attention: Richard Thompson
                           Facsimile No.:(561)451-1020

                           with a copy to:

                           Hertzog, Calamari & Gleason
                           100 Park Avenue
                           New York, New York 10017

                           Attention: Stephen A. Ollendorff and
                            Richard S. Frazer

                           Facsimile No.:(212) 213-1199

                   (b) If to Purchaser, addressed as follows:

                           RT Acquisition Florida Corp.
                           c/o Ridge Capital Corporation
                           257 East Main Street
                           Barrington, Illinois  60010
                           Attention:  Mr. Ross Posner
                           Facsimile No.:  (847) 381-2599

or to such  other  individual  or address as a party  hereto may  designate  for
itself by notice given as herein provided.

     10.4 Effect Of  Investigation.  Any due  diligence  review,  audit or other
investigation  or inquiry  undertaken  or performed by or on behalf of Purchaser
shall not limit,  qualify,  modify or amend the  representations,  warranties or
covenants  of,  or  indemnities  by,  Parent  or Seller  made  pursuant  to this
Agreement,  irrespective  of the  knowledge and  information  received (or which
should have been  received)  therefrom by Purchaser;  provided,  that  Purchaser
shall be deemed  to have  waived  any  breach of  Seller's  representations  and
warranties of which Ross Posner or Bradley Davis or the Purchaser's  accountants
or attorneys  acquired actual  knowledge or received written notice prior to the
Closing  Date.  The  foregoing  shall  not  affect  the  respective  rights  and
obligations of the parties with respect to any other covenants or agreements set
forth  herein,   including  Assumed   Liabilities,   Retained   Liabilities  and
indemnification in respect thereof.

     10.5  Waivers.  The  failure  of a  party  to  require  performance  of any
provision  shall not affect its right at a later  time to enforce  the same.  No
waiver by a party of any  condition  or of any  breach  of any  term,  covenant,
representation or warranty contained in this Agreement shall be effective unless
in  writing.  No  waiver  in any one or more  instances  shall be deemed to be a
further or continuing  waiver of any such condition or breach in other instances
or a waiver of any other  condition  or  breach  of any  other  term,  covenant,
representation  or  warranty.  Subject  to  Section  10.4,  consummation  of the
transactions  contemplated herein shall not be deemed a waiver of a breach of or
inaccuracy in any representation,  warranty or covenant or of any party's rights
and remedies with regard thereto.

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

     10.7  Interpretation.  The  headings  preceding  the text of  Articles  and
Sections  included in this  Agreement and the headings to Schedules  attached to
this  Agreement  are for  convenience  only and shall not be deemed part of this
Agreement or be given any effect in interpreting this Agreement.  The use of the
masculine,  feminine  or neuter  gender  shall not limit any  provision  of this
Agreement.  The use of the terms  "including"  or  "include"  shall in all cases
herein mean "including,  without limitation" or "include,  without  limitation,"
respectively. If any representation or warranty is qualified by reference to the
knowledge of Parent  and/or  Seller,  it shall mean the actual  knowledge of, or
receipt of written  notice by,  Richard  Thompson  or any senior  management  or
officers  of  Parent  or Seller or the  accountants  or  attorneys  of Parent or
Seller. No specific representation,  warranty or covenant contained herein shall
limit the generality or applicability of a more general representation, warranty
or covenant  contained herein. A breach of or inaccuracy in any  representation,
warranty or covenant  shall not be affected by the fact that any more general or
less  general  representation,  warranty  or covenant  was not also  breached or
inaccurate.  The language in all parts of this Agreement shall be construed,  in
all cases,  according to its fair  meaning.  The parties  acknowledge  that each
party and its counsel have reviewed and revised this Agreement and that any rule
of construction  to the effect that any  ambiguities are to be resolved  against
the  drafting  party  shall  not be  employed  in  the  interpretation  of  this
Agreement.

     10.8  Applicable Law. This Agreement shall be governed by and construed and
enforced in accordance  with the internal  laws of the State of Florida  without
giving effect to the principles of conflicts of law thereof.

     10.9 Binding  Agreement.  No party hereto may assign its rights or delegate
its obligations hereunder without the prior written consent of the other parties
hereto, except that Purchaser may assign its rights hereunder, as collateral, to
any financial  institution  that  provides  financing to Purchaser in connection
with this Agreement.  Subject to the foregoing,  this Agreement shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and permitted assigns.

     10.10 No Third  Party  Beneficiaries.  This  Agreement  is  solely  for the
benefit of the parties hereto and no provision of this Agreement shall be deemed

to confer rights upon any other Person.

     10.11  Publicity.  Prior to the  Closing,  except as required by Law or the
rules of any stock exchange, no public announcement or other publicity regarding
the transactions  referred to herein shall be made by any party hereto or any of
their respective Affiliates, officers, directors, employees,  representatives or
agents, without the prior consent of the other party. In any case where a public
announcement  is required by Law or the rules of a stock  exchange,  the parties
shall  consult as to the form,  content,  timing and manner of  distribution  or
publication.  Nothing in this Section shall prevent such parties from discussing
such  transactions with those Persons whose approval,  agreement or opinion,  as
the case may be, is required for consummation of such transactions.

     10.12 Further Assurances.  Upon the request of Purchaser, Parent and Seller
will on and after the Closing Date  execute and deliver to Purchaser  such other
documents,  further  releases,  assignments  and  other  instruments  as  may be
required or  reasonably  deemed  appropriate  by Purchaser to effect or evidence
transfer and assignment to Purchaser of all or any of the Purchased Assets,  and
to otherwise carry out the purposes of this Agreement.

     10.13  Severability.  If any  provision  of this  Agreement  shall  be held
invalid, illegal or unenforceable,  the validity,  legality or enforceability of
the other provisions  hereof shall not be affected  thereby,  and there shall be
deemed  substituted  for the provision at issue a valid,  legal and  enforceable
provision as similar as possible to the provision at issue.

     10.14  Liability of Parent and Seller.  Whenever  this  Agreement  requires
Seller or Parent to take any action,  such requirement will be deemed to include
an undertaking on the part of each of Parent and Seller. Parent and Seller shall
be jointly and severally  liable for all of the  obligations  to be performed by
either of them under this Agreement and any  representation  or warranty made by
either of them.

     10.15 Bulk Sales. The parties hereto waive compliance with the requirements
of any applicable  "bulk sales" Laws in connection with the  consummation of the
transactions  contemplated  hereby.  Seller and Parent shall indemnify Purchaser
against any Losses arising from such non-compliance as provided in Section 9.2.

     10.16 entire Understanding.  This Agreement sets forth the entire agreement
and  understanding  of the  parties  hereto  and  supersede  any and  all  prior
agreements,   arrangements  and  understandings  among  the  parties.  No  other
representations or warranties are being made except as expressly made herein.

<PAGE>

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

                                     RT ACQUISITION FLORIDA CORP.

                                     By: ROSS POSNER

                                          -----------
                                     Name:ROSS POSNER
                                     Title:

                                     RTP CORP.

                                     By: RICHARD J.THOMPSON
                                          ----------------------
                                        Name:RICHARD J. THOMPSON
                                        Title:VICE PRESIDENT-FINANCE, CFO

                                     COMPUTER PRODUCTS, INC.

                                     By: RICHARD J.THOMPSON
                                         ----------------------
                                        Name:RICHARD J. THOMPSON
                                        Title:VICE PRESIDENT -FINANCE, CFO