AGREEMENT AND PLAN OF MERGER


                         dated as of September 23, 1998


                                  by and among


                              BURNHAM CORPORATION,


                         BURNHAM ACQUISITION CORPORATION


                                       and


                             BRYAN STEAM CORPORATION


<PAGE>


                                TABLE OF CONTENTS


ARTICLE A

   THE OFFER
        A-1.01  The Offer......................................2
        A-1.02  Bryan Actions..................................3
        A-1.03  Stockholder Lists..............................3

ARTICLE I

   PLAN OF MERGER
        1.01  The Merger.......................................4
        1.02  Effective Time...................................4
        1.03  Closing..........................................4
        1.04  Articles of Incorporation; By-laws of the
              Surviving Corporation; Location of
              Principal Office.................................4
        1.05  Directors and Officers of the Surviving
              Corporation......................................5
        1.06  Effects of the Merger............................5
        1.07  Further Assurances...............................5
        1.08  Shareholders' Approval...........................5

ARTICLE II

   CONVERSION OF SHARES
        2.01  Conversion of Capital Stock......................6
        2.02  Exchange of Certificates.........................7

ARTICLE III

   REPRESENTATIONS AND WARRANTIES OF THE COMPANY
        3.01  Organization and Qualification...................9
        3.02  Capital Stock...................................10
        3.03  Authority Relative to this Agreement............11
        3.04  Non-Contravention: Approvals and Consents.......12
        3.05  SEC Reports and Financial Statements............13
        3.06  Absence of Certain Changes or Events............13
        3.07  Absence of Undisclosed Liabilities..............14
        3.08  Legal Proceedings...............................14
        3.09  Information Supplied; Schedule 14D-9; Offer
              Documents and Proxy Statement...................14
        3.10  Compliance with Laws and Orders.................15
        3.11  Compliance with Agreements; Certain Agreements..15
        3.12  Taxes...........................................16
        3.13  Benefit Plans; ERISA............................17
        3.14  Insurance.......................................19


                                        i
<PAGE>


        3.15  Labor Matters...................................20
        3.16  Environmental Matters...........................21
        3.17  Tangible Property and Assets....................23
        3.18  Intellectual Property Rights....................23
        3.19  Vote Required...................................25
        3.20  Disclosure......................................25
        3.21  Effect of Transactions on Manufacturer's
              Representatives and Customers...................25
        3.22  Bryan's Transaction Costs.......................25

ARTICLE IV

   REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER
   SUB
        4.01  Organization and Qualification..................25
        4.02  Authority Relative to this Agreement............26
        4.03  Non-Contravention; Approvals and Consents.......26
        4.04  Legal Proceedings...............................27
        4.05  Information Supplied............................27
        4.06  Financing.......................................28

ARTICLE V

   COVENANTS OF THE COMPANY
        5.01  Conduct of Business.............................28
        5.02  No Solicitations................................31

ARTICLE VI

   ADDITIONAL AGREEMENTS
        6.01  Access to Information; Confidentiality..........32
        6.02  Preparation of Proxy Statement..................32
        6.03  Approval of Shareholders........................33
        6.04  Regulatory and Other Approvals..................34
        6.05  Employees.......................................34
        6.06  Expenses........................................35
        6.07  Brokers or Finders..............................35
        6.08  Notice and Cure.................................35
        6.09  Fulfillment of Conditions.......................36
        6.10  Indemnification; Directors' and Officers'
              Insurance.......................................36
        6.11  Retention of Bryan Name.........................37
        6.12  Takeover Laws...................................38
        6.13  Subsequent Financial Statements.................38
        6.14  Termination Fee; Expenses.......................38


                                       ii
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ARTICLE VII

   CONDITIONS
        7.01  Conditions to Each Party's Obligation to
              Effect the Merger...............................39
        7.02  Conditions to Obligation of Buyer and Merger
              Sub to Effect the Merger........................40
        7.03  Conditions to Obligation of Bryan to Effect
              the Merger......................................41

ARTICLE VIII

   TERMINATION, AMENDMENT AND WAIVER
        8.01  Termination.....................................42
        8.02  Effect of Termination...........................43
        8.03  Amendment.......................................43
        8.04  Waiver..........................................43

ARTICLE IX

   GENERAL PROVISIONS
        9.01  Non-Survival of Representations; Warranties;
              Covenants and Agreements........................44
        9.02  Knowledge.......................................44
        9.03  Notices.........................................44
        9.04  Entire Agreement................................45
        9.05  Public Announcements............................45
        9.06  No Third Party Beneficiaries....................46
        9.07  No Assignment, Binding Effect...................46
        9.08  Headings........................................46
        9.09  Invalid Provisions..............................46
        9.10  Governing Law...................................46
        9.11  Counterparts....................................46
        9.12  Interpretation..................................47
        9.13  Incorporation of Exhibits.......................47
        9.14  Enforcement of Agreement; Injunctive Relief.....47
        9.15  Joint and Several Obligations...................48

ANNEXES:

        Annex A -- Conditions of Offer and List of Encumbrances

EXHIBITS:

        Exhibit A - Form of Stockholders Agreement


                                       iii
<PAGE>


SCHEDULES:

         Schedule 3.01 - Jurisdictions of Qualification
         Schedule 3.04 - Bryan Consents and Approvals
         Schedule 3.06 - Material Adverse Changes, etc.
         Schedule 3.07 - Undisclosed Liabilities
         Schedule 3.08 - Legal Proceedings
         Schedule 3.10 - Permits; Legal Compliance
         Schedule 3.11 - Contracts and Contract Compliance
         Schedule 3.12 - Tax Matters 
         Schedule 3.13 - Benefit Plans
         Schedule 3.14 - Insurance 
         Schedule 3.15 - Labor Matters
         Schedule 3.16 - Environmental Matters
         Schedule 3.17 - Exceptions to Title to Personal Property
         Schedule 3.18 - Intellectual Property
         Schedule 3.21 - Relationships with Representatives and Customers
         Schedule 3.22 - Bryan's Transaction Costs
         Schedule 7.02 - Encumbrances


                                       iv
<PAGE>


      This  AGREEMENT  AND PLAN OF MERGER dated as of  September  23, 1998 (this
"Agreement"),  is made and entered into by and among ("BURNHAM CORPORATION"),  a
New York corporation ("Buyer" or "Burnham"),  BURNHAM ACQUISITION CORPORATION, a
New Mexico  corporation  wholly owned by Buyer ("Merger  Sub"),  and BRYAN STEAM
CORPORATION,  a New  Mexico  corporation  (prior to the  Merger  referred  to as
"Bryan", and after the Merger referred to as the "Surviving Corporation").

      WHEREAS,  the Boards of Directors of Buyer, Merger Sub and Bryan have each
determined  that it is advisable and in the best  interests of their  respective
shareholders  to  consummate  and have  approved the  transactions  contemplated
hereby (in which  Merger  Sub will make a tender  offer  (the  "Offer")  for all
outstanding  shares of Bryan,  Merger Sub will subsequently  merge with and into
Bryan, and Bryan will thereupon  become a wholly-owned  subsidiary of Buyer (the
"Merger"));

      WHEREAS,  the  Board of  Directors  of Bryan  has  unanimously  adopted  a
resolution  approving the Offer, the Merger, this Agreement and the transactions
contemplated  hereby and recommending that the holders of Bryan Common Stock (as
defined  below)  tender  their  shares  of Bryan  Common  Stock in the Offer and
approve the Merger;

      WHEREAS,  concurrently  with the  execution  hereof and in order to induce
Buyer and  Merger  Sub to enter  into this  Agreement,  Buyer and Merger Sub are
entering into a  Stockholders'  Agreement with ten holders of Bryan Common Stock
who  collectively  own  beneficially  and of  record  55.6%  of the  issued  and
outstanding  shares  of  common  stock of  Bryan;  and  such  holders  have,  in
accordance with Rule 14a-2(b)(2) of the rules  promulgated  under the Securities
Exchange Act of 1934,  as amended,  executed and  delivered  such  Stockholders'
Agreement substantially in form of Exhibit A hereto wherein each such holder (i)
has agreed to tender his shares of Bryan Common Stock  pursuant to the Offer and
(ii) has granted to Buyer the right to vote such holder's shares of common stock
of Bryan in favor of the adoption and approval of the Merger;

      WHEREAS,   Buyer,   Merger   Sub  and  Bryan   desire   to  make   certain
representations,  warranties  and  agreements in connection  with the Merger and
also to prescribe various conditions to the Merger;

      NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the  mutual
covenants and  agreements and  representations  and warranties set forth in this
Agreement,  and for other  good and  valuable  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:


<PAGE>


                                    ARTICLE A

                                    THE OFFER

           A-1.01  The Offer.

           (a) Provided that this  Agreement  shall not have been  terminated in
accordance with Section 8.01 hereof and subject to the provisions hereof,  Buyer
shall cause Merger Sub promptly  (but in no event later than five  business days
following the public  announcement  of the terms of this  Agreement) to commence
(within the meaning of Rule 14d-2 under the Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act")) an offer to purchase all  outstanding  shares of
common stock of Bryan,  par value $10.00 per share (the "Bryan  Common Stock" or
the "Shares"),  at a price of $152.00 per Share,  net to the seller in cash (the
"Offer"). Subject to the satisfaction of the Offer Conditions (as defined below)
and the terms and  conditions  of this  Agreement,  Merger Sub shall  accept for
payment and pay for Shares  validly  tendered and not withdrawn  pursuant to the
Offer as soon as practicable  under applicable law. The obligation of Merger Sub
to  consummate  the Offer and to accept  for  payment  and to pay for any Shares
tendered pursuant thereto shall be subject to only those conditions set forth in
Annex A hereto (the "Offer Conditions"), which are for the sole benefit of Buyer
and Merger Sub and may be  asserted by Buyer or Merger Sub or waived by Buyer or
Merger Sub, in whole or in part, at any time and from time to time in their sole
discretion. Bryan agrees that no Shares held by Bryan or any of its subsidiaries
will be  tendered  to Merger Sub  pursuant  to the  Offer.  Merger Sub will not,
without the prior written consent of Bryan, (i) decrease or change the amount or
form of the  consideration  payable in the Offer,  (ii)  decrease  the number of
Shares sought pursuant to the Offer,  (iii) impose additional  conditions to the
Offer,  (iv) change the conditions to the Offer (provided,  that Buyer or Merger
Sub in their sole  discretion  may waive any of the  conditions to the Offer) or
(v) make any  change to any other  provision  of the  Offer  that is  materially
adverse to the holders of the Shares. Merger Sub shall be entitled to extend the
Offer in accordance  with  applicable  law, but if the  conditions  set forth in
Annex A are  satisfied as of any  scheduled  expiration  date of the Offer,  the
Offer may not be  extended  by more  than ten  business  days in the  aggregate,
except with the prior  written  consent of the Company or as required by law. If
the conditions set forth in Annex A are not satisfied or waived by Merger Sub as
of any scheduled  expiration date,  Merger Sub may extend the Offer from time to
time until the earlier of the  consummation of the Offer or twenty business days
following the original expiration date of the Offer.

           (b) On the date of  commencement  of the Offer,  Buyer and Merger Sub
shall file or cause to be filed with the Securities and Exchange Commission (the
"SEC") a Tender  Offer  Statement  on Schedule  14D-1 with  respect to the Offer
(together with all amendments and supplements  thereto,  the "Schedule  14D-1"),
which shall contain the offer to purchase and related letter of transmittal  and
other ancillary Offer documents and instruments pursuant to which the Offer will
be made  (collectively  with any supplements or amendments  thereto,  the "Offer
Documents").  Bryan and its counsel shall be given a reasonable  opportunity  to
review and comment on the Offer  Documents  prior to their  filing with the SEC.
Buyer and Merger  Sub agree to provide  Bryan  with,  and to consult  with Bryan
regarding,  any  comments  that may be  received  from the SEC or its staff with
respect to the Offer Documents promptly after receipt thereof.


                               2
<PAGE>


           A-1.02  Bryan  Actions.  (a) Bryan  hereby  consents to the Offer and
represents  and  warrants  that  (i) the  making  of the  Offer  and  the  other
transactions  contemplated by this Agreement have been approved and consented to
by the Board of Directors  of Bryan in  accordance  with  applicable  law,  (ii)
Bryan's Board of Directors  (at meetings  duly called and held) has  unanimously
(x)  determined  that  the  Offer  and the  Merger  are  fair to and in the best
interests of the stockholders of Bryan, (y) resolved to recommend  acceptance of
the Offer and approval of the plan of merger contained in this Agreement by such
stockholders  of Bryan,  and (z) resolved to elect,  to the extent  permitted by
law,  not  to be  subject  to any  "moratorium",  "control  share  acquisition",
"business  combination",  "fair  price" or other form of  antitakeover  laws and
regulations (collectively, "Takeover Laws") of any jurisdiction that may purport
to be applicable to this  Agreement,  and (iii)  McDonald & Company  Securities,
Inc.,  Bryan's  independent  financial  advisor,  has advised  Bryan's  Board of
Directors that, in its opinion,  the  consideration  to be paid in the Offer and
the Merger to Bryan's  stockholders  is fair, from a financial point of view, to
such stockholders.

           (b) Upon  commencement of the Offer,  Bryan shall file with the SEC a
Solicitation/Recommendation  Statement  on  Schedule  14D-9  (together  with all
amendments  and  supplements  thereto,  the  "Schedule  14D-9")  containing  the
recommendations  of its Board of Directors  described in Section  A-1.02(a)  and
hereby consents to the inclusion of such  recommendations in the Offer Documents
and to the  inclusion of a copy of the Schedule  14D-9 with the Offer  Documents
mailed or furnished to Bryan's stockholders. Buyer, Merger Sub and their counsel
shall be given a  reasonable  opportunity  to review and comment on the Schedule
14D-9 prior to its filing with the SEC. Bryan agrees to provide Buyer and Merger
Sub with, and to consult with Buyer and Merger Sub regarding,  any comments that
may be received  from the SEC or its staff with  respect to the  Schedule  14D-9
promptly after receipt thereof.

           (c) Bryan hereby agrees that,  subject to the terms and conditions of
this  Agreement,  in the event there shall occur a change in law or in a binding
judicial interpretation of existing law which would, in the absence of action by
Bryan  or  the  Board  of   Directors   of  Bryan   specified  in  such  law  or
interpretation,  prevent Merger Sub, were it to acquire two-thirds of the Shares
then  outstanding,  from  approving  and  adopting  this  Agreement  without the
affirmative vote of any other holder of Shares,  Bryan will use its best efforts
promptly to take such action or cause such action to be taken.

           A-1.03  Stockholder  Lists. In connection with the Offer, Bryan shall
promptly  furnish Buyer and Merger Sub with mailing  labels,  security  position
listings and any  available  listing or computer file  containing  the names and
addresses of the record holders of the Shares as of the latest  practicable date
and shall  furnish  Buyer and Merger Sub with such  information  and  assistance
(including periodic updates of such information) as Buyer or Merger Sub or their
agents  may  reasonably  request  in  communicating  the Offer to the record and
beneficial holders of the Shares.


                               3
<PAGE>


                                    ARTICLE I

                                 PLAN OF MERGER

      1.01 The  Merger.  Upon the terms and  subject to the  conditions  of this
Agreement,  at the Effective Time (as defined in Section 1.02), Merger Sub shall
be merged with and into Bryan and the separate corporate existence of Merger Sub
shall thereupon  cease.  Bryan shall be the surviving  corporation in the Merger
(the "Surviving  Corporation").  Merger Sub and Bryan are sometimes  referred to
herein  as the  "Constituent  Corporations."  As a  result  of the  Merger,  the
outstanding  shares of capital stock of the  Constituent  Corporations  shall be
converted or canceled in the manner provided in Article II.

      1.02  Effective  Time. At the Closing (as defined in Section  1.03),  such
articles of merger or other  appropriate  documents (in each case,  "Articles of
Merger") shall be duly prepared and executed by the Constituent Corporations and
thereafter delivered to the Corporation Commission of the State of New Mexico or
its successor (the "New Mexico Corporation  Commission") for filing, as provided
in Section 53-14-4 of the New Mexico Business Corporation Act (the "NMBCA"), on,
or as soon as practicable  after,  the Closing Date (as defined in Section 1.03)
and shall make all other filings, recordings and publications as required by the
NMBCA.  The Merger shall become effective on the date the Articles of Merger are
filed (such date being referred to herein as the "Effective Time").

      1.03 Closing. The closing of the Merger (the "Closing") will take place at
the  offices of Barnes &  Thornburg,  11 South  Meridian  Street,  Indianapolis,
Indiana 46204, or at such other place as the parties hereto mutually agree, on a
date and at a time to be specified  by the  parties,  which shall in no event be
later than 10:00 a.m.,  local time, on the 5th business day following the day on
which the last to be satisfied or waived of the  conditions set forth in Article
VII shall be  satisfied  or, if  permissible,  waived  in  accordance  with this
Agreement,  or on such other date and time as the parties hereto mutually agree.
The date on which the Closing occurs is hereinafter  referred to as the "Closing
Date." At the Closing,  Buyer,  Merger Sub and Bryan shall deliver to each other
the  certificates  and other documents and instruments  required to be delivered
under  Article VII and take such other actions as may be necessary to consummate
the transactions contemplated by this Agreement.

      1.04 Articles of Incorporation; By-laws of the Surviving
Corporation; Location of Principal Office.

           (a) Articles of Incorporation. The Articles of
Incorporation of Merger Sub in effect immediately prior to the
Effective Time shall be the Articles of Incorporation of the
Surviving Corporation until thereafter amended as provided by law
and such Articles of Incorporation; provided, however, that
Article I of the Articles of Incorporation of the Surviving
Corporation shall be amended to read in its entirety as follows:
"The name of the Corporation is Bryan Steam Corporation."

           (b) By-laws. The By-laws of Merger Sub in effect immediately prior to
the  Effective  Time shall be the  By-laws of the  Surviving  Corporation  until
thereafter  amended as provided by law,  the  Articles of  Incorporation  of the
Surviving Corporation and such By-laws.


                               4
<PAGE>


           (c)  Location of  Principal  Office.  The  location of the  principal
office of the Surviving  Corporation  shall be State Road 19 North,  Post Office
Box 27, Peru, Indiana 46970.

      1.05 Directors and Officers of the Surviving Corporation.

           (a) Directors. The individuals listed below shall be the directors of
the Surviving Corporation until their successors shall have been duly elected or
appointed and qualified or until their earlier death,  resignation or removal in
accordance  with the  Articles of  Incorporation  and  By-laws of the  Surviving
Corporation:

                     H. Jesse McVay
                              Albert Morrison, III
                               Ronald L. Griffith

           (b) Officers.  The individuals  listed below shall be the officers of
the Surviving Corporation until their successors shall have been duly elected or
appointed and qualified or until their earlier death,  resignation or removal in
accordance  with the  Articles of  Incorporation  and  By-laws of the  Surviving
Corporation,  and the Board of Directors of Bryan will confirm by resolution the
appointment of such officers effective as of the Effective Time:

                            H. Jesse McVay, President
                     Ronald L. Griffith, Vice President
                     Kurt J. Krauskopf, Treasurer,
                       Comptroller and Secretary
                     Robert Berardi, Assistant Treasurer
                     Tammy McEwen, Assistant Secretary

      1.06  Effects of the Merger.  Subject to the  foregoing,  the Merger shall
have the effects specified in accordance with Section 53-14-6 of the NMBCA.

      1.07  Further  Assurances.  Each party  hereto will  execute  such further
documents and  instruments  and take such further  actions as may  reasonably be
requested  by one or more of the others to  consummate  the Merger,  to vest the
Surviving  Corporation  with  full  title  to all  assets,  properties,  rights,
approvals,  immunities and franchises of either of the Constituent  Corporations
or to effect the other purposes of this Agreement.

      1.08  Shareholders'  Approval.  In order to consummate the Merger,  Bryan,
acting through its Board of Directors, shall pursuant to Section 6.03 as soon as
practicable and in accordance with (but only if required under)  applicable law,
promptly and duly call,  give notice of, convene and hold a special  shareholder
meeting  or  its  1998  Annual  Meeting  of  shareholders  for  the  purpose  of
considering  and taking action upon the Merger and adopting and  approving  this
Agreement (the "Shareholder Meeting").


                               5
<PAGE>


                                   ARTICLE II

                              CONVERSION OF SHARES

      2.01 Conversion of Capital Stock.

           (a) Conversion of Capital Stock and Dissenting Shares.
At the Effective Time, by virtue of the Merger and without any
action on the part of the holders thereof:

                (i)  Capital  Stock  of  Merger  Sub.  All  of  the  issued  and
outstanding  shares of the  common  stock,  with no par  value,  of  Merger  Sub
("Merger Sub Common  Stock")  issued and  outstanding  immediately  prior to the
Effective Time shall remain outstanding and unchanged after the Merger and shall
thereafter  constitute all of the issued and  outstanding  shares of the capital
stock of the  Surviving  Corporation  ("Surviving  Corporation  Common  Stock").
Immediately after the Merger, all of the issued and outstanding shares of common
stock of the Surviving Corporation shall be owned by Buyer.

                (ii) Cancellation of Treasury Stock. All shares of common stock,
of Bryan,  par value $10.00 per share ("Bryan Common Stock"),  that are owned by
Bryan as treasury  stock shall be canceled  and retired and shall cease to exist
and no stock of Buyer or other  consideration  shall be  delivered  in  exchange
therefor.

                (iii) Exchange Price for Bryan Common Stock. Each share of Bryan
Common  Stock  (other  than shares to be canceled  in  accordance  with  Section
2.01(a)(ii)  and other than Dissenting  Shares (as defined in Section  2.01(b)))
issued  and  outstanding  immediately  prior  to the  Effective  Time  shall  be
converted into and represent the right to receive $152.00 in cash per share (the
"Merger  Price").  The Merger  Price shall be payable in cash  without  interest
thereon, upon surrender of the corresponding  Certificate (as defined in Section
2.02(b)) in accordance  with Section 2.02. As of the Effective  Time, all shares
of Bryan Common Stock shall no longer be outstanding and shall  automatically be
canceled and retired and shall cease to exist,  and each holder of a Certificate
representing  any  such  shares  shall  cease to have any  rights  with  respect
thereto,  except the right to receive  the  Merger  Price per share as  provided
herein.

           (b)  Dissenting Shares.

                (i) To the extent  applicable,  each outstanding  share of Bryan
Common  Stock the  holder of which  has not  voted in favor of the  Merger,  has
perfected  such  holder's  right  to fair  value  of  such  holder's  shares  in
accordance  with the applicable  provisions of the NMBCA and has not effectively
withdrawn or lost such right (a "Dissenting Share"), shall not be converted into
or  represent  a right to receive  the Merger  Price  pursuant  to Section  2.01
(a)(iii),  but the holder thereof (sometimes referred to herein as a "Dissenting
Shareholder")  shall be  entitled  only to such  rights  as are  granted  by the
applicable provisions of the NMBCA; provided, however, that any Dissenting Share
held by a person at the  Effective  Time who shall,  after the  Effective  Time,
withdraw  the demand for fair value or lose the right to fair  value,  in either
case  pursuant to the NMBCA,  shall be deemed to be  converted  into,  as of the
Effective  Time,  the right to receive  the  Merger  Price  pursuant  to Section
2.01(a)(iii).


                               6
<PAGE>


           (ii)  Bryan  shall  give  Buyer  (x)  prompt  notice  of any  written
objection to the proposed  adoption and approval of this Agreement,  any written
demand for payment of the fair value of shares,  any withdrawals of such demands
and any other  instruments  received by Bryan served  pursuant to the applicable
provisions  of the  NMBCA  relating  to  dissenting  shareholders  and  (y)  the
opportunity to direct all  negotiations  and proceedings with respect to demands
by dissenting  shareholders under the NMBCA. Bryan will not voluntarily make any
payment with  respect to any demands by  dissenting  shareholders  and will not,
except with the prior  written  consent of Buyer,  settle or offer to settle any
such demands.

      2.02 Exchange of Certificates.

           (a)  Exchange Agent.

                (i) At the Closing or immediately  prior to the Effective  Time,
Buyer (x) shall appoint as exchange agent reasonably  satisfactory to Bryan (the
"Exchange   Agent")  in  accordance  with  an  exchange   agreement   reasonably
satisfactory   to  Bryan,   and  (y)  shall  make  available  to  the  Surviving
Corporation,  and shall  cause to be  deposited  with the  Exchange  Agent,  the
aggregate  amount due to holders of shares of Bryan Common  Stock under  Section
2.01(a)(iii)  (the  "Purchase  Price"),  to be held for the benefit of and to be
distributed  to, holders of shares of Bryan Common Stock in accordance with this
Section  2.02.  The  Exchange  Agent shall agree to hold such funds (such funds,
together with earnings thereon, being referred to herein as the "Exchange Fund")
for delivery as contemplated by this Section 2.02 and upon such additional terms
as may be agreed upon by the Exchange Agent, Bryan and Buyer.

                (ii) The deposit shall be made on the following  terms:  (a) the
Exchange Agent will be given  irrevocable  instructions that monies deposited in
the Exchange  Fund pursuant to this Section 2.02 will be applied by the Exchange
Agent to making the cash payments to the former Bryan shareholders  provided for
herein;  (b) the  Exchange  Agent,  upon the  direction  of Buyer or,  after the
Effective Time, the Surviving  Corporation,  may invest in direct obligations of
the United States of America or obligations  for which the full faith and credit
of the United  States is pledged to provide  for the  payment of  principal  and
interest,  certificates of deposit issued by commercial banks having capital and
surplus in excess of One Hundred Million Dollars  ($100,000,000),  or commercial
paper  rated A-1 or better by  Standard & Poor's  corporation  or P-1 by Moody's
Investors  Service,  Inc.;  (c) any net profit  resulting  from,  or interest or
income  produced  by,  such  investments  will be  payable  as  directed  by the
Surviving Corporation  (including,  if so directed, to it); provided, that Buyer
shall replace any monies lost through any  investments  made as  contemplated by
this Section 2.02, if required to make payments to former  shareholders of Bryan
pursuant to this  Agreement,  and shall  reimburse  the  Exchange  Agent for all
expenses  incurred in connection with the acquisition or liquidation of any such
investment;  (d) all expenses of the Exchange Agent will be paid by Buyer or the
Surviving  Corporation;  and (e) any portion of the Exchange Fund deposited with
the Exchange Agent pursuant to this Section 2.02, which remains unclaimed by the
former  shareholders  of Bryan for six (6) months after the Effective Time, will
be  repaid  to  the  Surviving   Corporation  upon  demand.   If  certain  Bryan
shareholders,  such as shareholders who cannot be located, have not received the
cash to which they are entitled under the terms of this Agreement within six (6)
months after the Effective Time, the Surviving  Corporation will thereafter hold
the amount of


                               7
<PAGE>


cash to which such  shareholders are entitled,  subject to applicable law and to
the extent that the same has not yet been paid to a public official  pursuant to
abandoned property laws, for their benefit and will act and serve as their agent
for  the  purpose  of  holding  such  funds.  To  the  extent  that  any  former
shareholders of Bryan exercise their rights as Dissenting Shareholders, payments
to them required or authorized by the NMBCA may be made from the Exchange  Fund,
but not in  excess of the  Merger  Price for each  share of Bryan  Common  Stock
formerly owned.

           (b)  Exchange Procedures.

                (i)  The  record  date  for  the  purposes  of the  transactions
contemplated hereby shall be the Closing Date. As soon as reasonably practicable
after the Effective  Time,  the Surviving  Corporation  shall cause the Exchange
Agent to mail to each holder of record of a certificate  or  certificates  which
immediately prior to the Effective Time represented  outstanding shares of Bryan
Common Stock (the  "Certificates")  converted  pursuant to Section  2.01(a)(iii)
into the right to receive the Merger  Price (x) a letter of  transmittal  (which
shall specify that delivery shall be effected, and risk of loss and title to the
Certificates  shall pass, only upon delivery of the Certificates to the Exchange
Agent and shall be in such form and have such other  provisions as the Surviving
Corporation may reasonably  specify) and (y)  instructions  for use in effecting
the  surrender  of the  Certificates  in  exchange  for the Merger  Price.  Upon
surrender of a Certificate for cancellation to the Exchange Agent, together with
such letter of  transmittal  duly executed and completed in accordance  with its
terms, the holder of such  Certificate  shall be entitled to receive in exchange
therefor an amount  equal to the Merger  Price per share of Bryan  Common  Stock
represented thereby,  which such holder has the right to receive pursuant to the
provisions  of this Article II (in  accordance  with  applicable  law),  and the
Certificate so surrendered  shall  forthwith be canceled.  In no event shall the
holder of any  Certificate  be entitled  to receive  interest on any funds to be
received in the Merger.  In the event of a transfer of ownership of Bryan Common
Stock which is not registered in the transfer records of Bryan, the Merger Price
may be issued to a transferee if the Certificate  representing such Bryan Common
Stock is presented to the Exchange Agent  accompanied by all documents  required
to  evidence,  to the  satisfaction  of the  Surviving  Corporation,  that  such
transfer had properly  occurred and that any applicable stock transfer taxes had
been properly paid.

                (ii) Until  surrendered as contemplated by this Section 2.02(b),
each  Certificate  shall be  deemed  at any time  after  the  Effective  Time to
represent  only the right to receive  upon such  surrender  the Merger Price per
share of Bryan Common Stock represented  thereby as contemplated by this Article
II, and shall not entitle the holder  thereof to any rights of  shareholders  of
the Surviving Corporation.

                (iii)  The  Surviving  Corporation  shall  pay all  charges  and
expenses  incurred  by the  Surviving  Corporation  or  the  Exchange  Agent  in
connection with the exchange of Certificates for cash.

                (iv) The parties acknowledge that the Exchange Agent may require
each holder of record of outstanding shares of Bryan Common Stock to execute and
deliver such  documents and  instruments  as the Exchange  Agent may  reasonably
require to  effectuate  the  surrender of such shares in exchange for the Merger
Price, including any appropriate affidavits and tax forms.


                               8
<PAGE>


           (c) No Further  Ownership Rights in Bryan Common Stock. All cash paid
upon the surrender of shares of Bryan Common Stock in accordance  with the terms
hereof  shall be deemed to have been  paid in full  satisfaction  of all  rights
pertaining  to such shares of Bryan Common  Stock.  From and after the Effective
Time, Bryan's stock transfer books shall be closed and there shall be no further
registration  of  transfers  on  the  stock  transfer  books  of  the  Surviving
Corporation  of  the  shares  of  Bryan  Common  Stock  which  were  outstanding
immediately  prior  to  the  Effective  Time.  If,  after  the  Effective  Time,
Certificates  are presented to the Surviving  Corporation  for any reason,  they
shall  be  canceled  and  exchanged  as  provided  in this  Article  II.  If any
Certificates  shall  not have  been  surrendered  prior to two  years  after the
Effective Time, unclaimed funds payable with respect to such Certificates shall,
to the extent  permitted by applicable law, become the property of the Surviving
Corporation,  free and clear of all claims or interest of any person  previously
entitled thereto.

           (d) No  Further  Ownership  Rights in Merger Sub  Common  Stock.  All
shares of common stock of the Surviving Corporation (the "Surviving  Corporation
Common Stock") issued upon the surrender of shares of Merger Sub Common Stock in
accordance  with the terms  hereof  shall be deemed to have been  issued in full
satisfaction of all rights pertaining to such shares of Merger Sub Common Stock,
and there shall be no further  registration  of transfers on the stock  transfer
books of the Surviving Corporation of the shares of Merger Sub Common Stock that
were  outstanding  immediately  prior  to the  Effective  Time.  If,  after  the
Effective Time, certificates  representing Merger Sub Common Stock are presented
to the  Surviving  Corporation  for any  reason,  they  shall  be  canceled  and
exchanged as provided in Article II.

           (e)  Termination  of Exchange  Fund. Any portion of the Exchange Fund
that remains undistributed to the shareholders of Bryan six (6) months after the
Effective Time shall be delivered to the Surviving Corporation, upon demand, and
any shareholders of Bryan who have not theretofore complied with this Article II
shall  thereafter look only to the Surviving  Corporation  (subject to abandoned
property,  escheat and other similar  laws) as general  creditors for payment of
their claims for the Merger  Price per share.  Neither  Buyer nor the  Surviving
Corporation  shall be liable to any holder of shares of Bryan  Common  Stock for
cash representing the Merger Price delivered from the Exchange Fund or otherwise
to a public official pursuant to any applicable  abandoned property,  escheat or
similar law.


                                   ARTICLE III

          REPRESENTATIONS AND WARRANTIES OF THE COMPANY

           Bryan represents and warrants to Buyer and Merger Sub as follows:

      3.01  Organization  and  Qualification.  (a) Bryan is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction  of  incorporation  and has full  corporate  power and authority to
conduct its  business  as and to the extent now  conducted  and to own,  use and
lease its assets and properties.  Bryan is duly qualified,  licensed or admitted
to do business and is in good standing in each  jurisdiction  listed on Schedule
3.01 hereto in which the ownership, use or leasing of its assets and properties,
or the conduct or nature of its business, makes such qualification, licensing or
admission necessary, except for such failures to be so


                                9
<PAGE>


qualified,  licensed or admitted and in good standing which,  individually or in
the aggregate, (i) are not having and could not be reasonably expected to have a
material adverse effect on Bryan,  and (ii) could not be reasonably  expected to
have a  material  adverse  effect  on the  validity  or  enforceability  of this
Agreement or on the ability of Bryan to perform its  obligations  hereunder.  As
used in this  Agreement,  any  reference  to any event,  change or effect  being
"material" or "materially  adverse" or having a "material  adverse effect" on or
with  respect to an entity (or group of  entities  taken as a whole)  means such
event,  change or effect is material or materially  adverse, as the case may be,
to  the  business,  condition  (financial  or  otherwise),   properties,  assets
(including intangible assets),  liabilities (including contingent  liabilities),
prospects or results of operations of such entity (or, if with respect  thereto,
of such group of entities taken as a whole).  Bryan has previously  delivered to
Buyer  accurate and complete  copies of the  Articles of  Incorporation  and the
By-laws of Bryan and each of its subsidiaries as currently in effect.

      (b) Except for Monticello  Exchanger and Manufacturing Co., Inc. ("Memco")
and Wendland  Manufacturing Co., Inc.  ("Wendland"),  Bryan does not directly or
indirectly  own any equity or similar  interest in, or any interest  convertible
into or exchangeable or exercisable  for, any equity or similar interest in, any
corporation, partnership, joint venture or other business association or entity.
All  outstanding  shares of capital stock of each of Memco and Wendland are duly
authorized,  validly issued, fully paid,  non-assessable and owned,  directly or
indirectly,  by Bryan free and clear of any liens, claims or encumbrances.  Each
of Memco and Wendland is a corporation  duly organized,  validly existing and in
good standing under the laws of its jurisdiction of  incorporation  and has full
corporate  power and  authority to conduct its business as and to the extent now
conducted and to own, use and lease its assets and properties. Each of Memco and
Wendland is duly  qualified,  licensed or admitted to do business and is in good
standing  in each  jurisdiction  listed  on  Schedule  3.01  hereto in which the
ownership, use or leasing of its assets and properties, or the conduct or nature
of its business,  makes such  qualification,  licensing or admission  necessary,
except for such  failures to be so  qualified,  licensed or admitted and in good
standing which,  individually or in the aggregate,  (i) are not having and could
not be reasonably  expected to have a material adverse effect on either Memco or
Wendland as the case may be, and (ii) could not be reasonably expected to have a
material adverse effect on the validity or  enforceability  of this Agreement or
on the ability of Bryan to perform its obligations hereunder.

      3.02  Capital  Stock,  etc..  (a) The  authorized  capital  stock of Bryan
consists  solely of 200,000  shares of common stock,  par value $10.00 per share
(previously  defined as "Bryan  Common  Stock"),  and 2,500  shares of preferred
stock (the "Preferred  Stock").  As of the date hereof,  191,284 shares of Bryan
Common Stock are issued and outstanding,  8,716 shares of Bryan Common Stock are
held in the treasury of Bryan;  and no shares of  Preferred  Stock are issued or
outstanding.  All of the issued and outstanding shares of Bryan Common Stock are
duly authorized,  validly issued, fully paid and nonassessable.  Except pursuant
to this Agreement,  there are no outstanding  subscriptions,  options, warrants,
rights (including "phantom" stock rights), preemptive rights or other contracts,
commitments,  understandings or arrangements,  including any right of conversion
or exchange under any outstanding  security,  instrument or agreement (together,
"Options"),  obligating  Bryan to issue or sell any shares of  capital  stock of
Bryan or to grant, extend or enter into any Option with respect thereto.


                               10
<PAGE>


           (b)  There are no  outstanding  contractual  obligations  of Bryan to
repurchase,  redeem or otherwise  acquire any shares of Bryan Common Stock or to
provide  funds  to,  or make  any  investment  (in the  form of a loan,  capital
contribution or otherwise) in any other person.

           (c)  There are no  obligations  to issue or to make any  payments  in
respect of any shares of Preferred  Stock;  no person or entity has any right to
make any claim in any  manner  whatsoever  as a holder or a prior  holder of any
Preferred  Stock or any rights  related  in any way to any  shares of  Preferred
Stock;  and no  person  or  entity  has any right to claim to be a holder of any
rights related in any way to the Preferred Stock.

           (d) Except as expressly  provided herein or in the Schedules  hereto,
no notice to obtain  approval of the Merger is required to be sent to any person
or entity,  whether or not entitled to vote, other than the holders of record of
Bryan Common Stock.

           (e) There are no outstanding subscriptions, options, warrants, rights
(including  "phantom"  stock  rights),  preemptive  rights  or other  contracts,
commitments,  understandings or arrangements,  including any right of conversion
or exchange under any outstanding security, instrument or agreement,  obligating
either Wendland or Memco to issue or sell any shares of its capital stock (each,
a "Subsidiary  Option") or to grant,  extend or enter into any Subsidiary Option
with respect thereto. There are no outstanding contractual obligations of either
Wendland or Memco to provide funds to, or make any  investment (in the form of a
loan, capital contribution or otherwise) in, any other person or entity.

      3.03 Authority Relative to this Agreement.  Bryan has full corporate power
and  authority  to  enter  into  this  Agreement   and,   subject  to  obtaining
Shareholders'  Approval (as defined in Section 6.03) with respect to the Merger,
to  perform  its  obligations  hereunder  and  to  consummate  the  transactions
contemplated  hereby. The execution,  delivery and performance of this Agreement
by Bryan and the consummation by Bryan of the transactions  contemplated  hereby
have been duly and validly  approved  by the Board of  Directors  of Bryan,  the
Board of Directors of Bryan has  recommended  adoption of this  Agreement by the
shareholders  of Bryan and  directed  that this  Agreement  be  submitted to the
shareholders  of  Bryan  for  their   consideration,   and  no  other  corporate
proceedings on the part of Bryan or its  shareholders are necessary to authorize
the  execution,  delivery  and  performance  of this  Agreement by Bryan and the
consummation  by  Bryan  of the  transactions  contemplated  hereby  other  than
obtaining  Shareholders'  Approval (as defined in Section 6.03).  This Agreement
has been duly and validly  executed  and  delivered by Bryan and  constitutes  a
legal,  valid and  binding  obligation  of Bryan  enforceable  against  Bryan in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws  affecting the  enforcement of creditors'  rights  generally and by general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

      3.04  Non-Contravention; Approvals and Consents.

           (a) The execution  and delivery of this  Agreement by Bryan does not,
and the performance by Bryan of its obligations  hereunder and the  consummation
of the transactions  contemplated  hereby will not,  conflict with,  result in a
violation or breach of,  constitute  (with or without notice or lapse of time or
both) a default under, or result in the creation or imposition of


                                11
<PAGE>


any liens,  mortgages,  encumbrances,  pledges or security interests of any kind
(each a "Lien') upon any of the assets or  properties  of Bryan under any of the
terms,  conditions or provisions of (i) the Articles of Incorporation or By-laws
of Bryan,  or (ii) subject to the  obtaining of  Shareholders'  Approval and the
taking of the  actions  described  in  paragraph  (b) of this  Section,  (x) any
statute,  law,  rule,  regulation,  requirement,  code or  ordinance  (together,
"Laws"),  or  any  judgment,  decree,  binding  agreement  or  order  (together,
"Orders"),  of or with  any  court,  tribunal,  arbitrator,  authority,  agency,
commission,  official or other instrumentality of the United States, any foreign
country  or any  domestic  or foreign  state,  county,  city or other  political
subdivision (a "Governmental or Regulatory  Authority"),  applicable to Bryan or
any of its  assets or  properties,  or (y) any note,  bond,  mortgage,  security
agreement, indenture, license, franchise, permit, concession, contract, lease or
other  instrument,  obligation or agreement of any kind (each a "Contract",  and
together,  "Contracts") to which Bryan or any of its  Subsidiaries is a party or
by which Bryan or any of its  Subsidiaries or any of its assets or properties is
bound,  excluding from the foregoing clauses (x) and (y) conflicts,  violations,
breaches, defaults, terminations, modifications, accelerations and creations and
impositions  of Liens  which,  individually  or in the  aggregate,  could not be
reasonably  expected  to have a material  adverse  effect on the  business  or a
material  product line of Bryan and its  Subsidiaries or on the ability of Bryan
to consummate the transactions  contemplated by this Agreement.  As used in this
Agreement,  "Subsidiary"  means,  with respect to any party,  any corporation or
other organization,  whether incorporated or unincorporated,  of which more than
fifty percent (50%) of either the equity interests in, or the voting control of,
such  corporation  or other  organization  is,  directly or  indirectly  through
Subsidiaries or otherwise, beneficially owned by such party.

           (b) Except (i) for the filing of a premerger  notification  report by
Bryan  under  the  Hart-Scott-Rodino  Antitrust  Improvements  Act of  1976,  as
amended, and the rules and regulations  thereunder (the "HSR Act"), (ii) for the
filing of the Proxy  Statement (as defined in Section 3.09) with the  Securities
and Exchange  Commission (the "SEC") pursuant to the Securities  Exchange Act of
1934, as amended, and the rules and regulations  thereunder (the "Exchange Act")
and clearance of any SEC comments thereon,  (iii) for the filing of the Articles
of Merger  required by the NMBCA with the New Mexico  Corporate  Commission  and
appropriate documents with the relevant authorities of other states in which the
Constituent  Corporations  are qualified to do business,  (iv) for the filing of
Schedule 14D-1 and Schedule 14D-9, and (v) as disclosed in Schedule 3.04 hereto,
no consent,  approval or action of, filing with or notice to any Governmental or
Regulatory  Authority  or other  public or private  third party is  necessary or
required under any of the terms, conditions or provisions of any Law or Order of
any  Governmental  or  Regulatory  Authority or any Contract to which Bryan is a
party or by which  Bryan or any of its  assets  or  properties  is bound for the
execution and delivery of this Agreement by Bryan,  the  performance by Bryan of
its obligations  hereunder or the consummation of the transactions  contemplated
hereby, other than such consents,  approvals, actions, filings and notices which
the  failure  to make or  obtain,  as the  case may be,  individually  or in the
aggregate, could not be reasonably expected to have a material adverse effect on
Bryan or on the ability of Bryan to consummate the transactions  contemplated by
this Agreement.

      3.05 SEC Reports and Financial  Statements.  (a) Bryan  delivered to Buyer
prior to the execution of this  Agreement a true and complete copy of each form,
report, schedule,  registration statement,  definitive proxy statement and other
document, including any financial statements,


                               12
<PAGE>


exhibits or schedules  included or incorporated by reference  (together with all
amendments  thereof and  supplements  thereto) filed by Bryan with the SEC since
July 1, 1995  whether  or not the same was  required  to have been  filed  under
applicable  law (as such  documents  have  since the time of their  filing  been
amended or  supplemented,  the  "Bryan SEC  Reports"),  which  includes  all the
documents (other than preliminary material) that Bryan was required to file with
the SEC since such date.  As of their  respective  dates,  each of the Bryan SEC
Reports (i) complied as to form in all material  respects with the  requirements
of the  Securities  Act of 1933,  as  amended,  and the  rules  and  regulations
thereunder (the "Securities Act"), or the Exchange Act, as the case may be, (ii)
did not  contain  any untrue  statement  of a  material  fact or omit to state a
material  fact  required to be stated or  incorporated  by reference  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made,  not  misleading and (iii) was timely filed pursuant
to the Securities Act and the Exchange Act.

      (b) The audited  consolidated  financial  statements and unaudited interim
financial  statements  (including,  in each case,  the notes,  if any,  thereto)
included in Bryan SEC Reports (the "Bryan Financial Statements") or contained in
filings  subsequent to the date hereof complied or will comply as to form in all
material  respects  with the  published  rules and  regulations  of the SEC with
respect  thereto,  were or will be prepared  in  accordance  with United  States
generally accepted accounting  principles ("GAAP") applied on a consistent basis
(except as may be  indicated  therein or in the notes  thereto  and except  with
respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly
present (subject, in the case of the unaudited interim financial statements,  to
normal,  recurring  year-end  audit  adjustments  which are not  expected to be,
individually or in the aggregate,  materially adverse to Bryan) the consolidated
financial  position of Bryan and its  Subsidiaries  as at the  respective  dates
thereof and the results of their consolidated  operations and cash flows for the
respective periods then ended.

      3.06 Absence of Certain Changes or Events. Except as disclosed in Schedule
3.06  hereto,  (a) since June 30, 1998 there has not been any  change,  event or
development  having, or that could be reasonably  expected to have (individually
or when aggregated with other such changes,  events and developments) a material
adverse  effect on Bryan,  other  than  those  occurring  as a result of general
economic  or  financial  conditions  and other than  developments  which are not
unique to Bryan but also generally  affect other persons who  participate or are
engaged in the lines of business in which Bryan participates or is engaged,  and
(b) except as disclosed in Schedule 3.06 hereto,  between such date and the date
hereof  (i)  Bryan  has  conducted  its  business  only in the  ordinary  course
consistent  with past practice and (ii) Bryan has not taken any action which, if
taken after the date  hereof,  would  constitute  a breach of any  provision  of
clause (ii) of Section 5.01(b).

      3.07 Absence of Undisclosed  Liabilities.  Except for matters reflected or
reserved  against in the balance  sheet  dated June 30,  1998  included in Bryan
Financial Statements or as disclosed in Schedule 3.07 hereto,  neither Bryan nor
any of its  Subsidiaries  has at such date, or has incurred since that date, any
liabilities or obligations of any nature, whether accrued, absolute,  contingent
or otherwise,  that would be required by GAAP to be reflected on a  consolidated
balance  sheet of Bryan and its  Subsidiaries  (including  the  notes  thereto),
except liabilities or obligations (i) which were incurred in the ordinary course
of business  consistent  with past  practice  and (ii) which have not been,  and
could  not be  reasonably  expected  to be,  individually  or in the  aggregate,
materially adverse to Bryan and its Subsidiaries.


                               13
<PAGE>


      3.08 Legal  Proceedings.  Except as disclosed in Schedule 3.08 hereto, (i)
there  are  no  claims,  actions,  suits,   arbitrations,   proceedings  or  any
Governmental or Regulatory Authority investigations or audits pending, or to the
knowledge  of  Bryan  threatened,  against,  relating  to  or  affecting  Bryan,
Wendland,  Memco or any of their respective assets or properties,  and there are
no facts or  circumstances  known to Bryan that could be reasonably  expected to
give  rise  to  any  such  claim,   action,   suit,   arbitration,   proceeding,
investigation or audit (other than threatened  claims,  actions and suits which,
individually  or in the  aggregate,  cannot  reasonably  be  expected to have an
adverse  effect on Bryan or on the ability of Bryan to  consummate  the Merger);
provided,  however,  that  Bryan has been  named as a  defendant  in  litigation
involving  claims  relating to exposure to asbestos  disclosed on Schedule  3.08
("Asbestos  Suits") and Bryan is likely to be named as defendant  in  additional
Asbestos Suits prior to the Closing Date,  and (ii) neither Bryan,  Wendland nor
Memco is subject to any Order of any Governmental or Regulatory Authority.

      3.09 Information Supplied; Schedule 14D-9; Offer Documents
and Proxy Statement.

           (a)  None of the  information  supplied  or to be  supplied  by or on
behalf of Bryan or any affiliate of Bryan for  inclusion in the Offer  Documents
and any  other  schedule  or  document  required  to be  filed  with  the SEC in
connection  with the Offer and the Merger will, at the times such  documents are
filed with the SEC and are mailed to stockholders  of Bryan,  contain any untrue
statement of a material  fact or omit to state any material  fact required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under  which they are made,  not  misleading,  or to correct  any
statement made in any  communication  with respect to the Offer previously filed
with the SEC or  disseminated to the  stockholders of Bryan.  The Schedule 14D-9
will not, at the time the Schedule  14D-9 is filed with the SEC and at all times
prior to the purchase of Shares by Merger Sub pursuant to the Offer, contain any
untrue  statement of a material fact or omit to state any material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the  circumstances  under which they are made,  not  misleading,  except that no
representation or warranty is made by Bryan with respect to information supplied
in writing by Buyer, Merger Sub or an affiliate of Buyer or Merger Sub expressly
for inclusion therein. The Schedule 14D-9 will comply as to form in all material
respects with the  provisions of the Exchange Act and the rules and  regulations
of the SEC thereunder.

      (b) The proxy statement relating to the Shareholder Meeting, including the
letter to  stockholders,  notice of meeting,  proxy statement and form of proxy,
the  information  statement  and any other  information  that may be provided in
writing to holders of Bryan Common Stock in connection with the Merger,  and any
schedules  required to be filed with the SEC in  connection  therewith,  each as
amended or supplemented from time to time (as so amended and  supplemented,  the
"Proxy Statement"),  and any other documents to be filed by Bryan with any other
Governmental or Regulatory Authority in connection with the Merger and the other
transactions  contemplated hereby will not, on the date of its filing or, in the
case of the Proxy Statement,  at the date it is mailed to  shareholders,  at the
time of the Shareholder  Meeting and at the Effective  Time,  contain any untrue
statement of a material  fact,  omit to state any material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under which they are made,  not  misleading  or omit to state any
material fact


                               14
<PAGE>


required to correct any statement made in any earlier communication with respect
to the  solicitation  of any proxy or approval  for the  Merger,  except that no
representation is made by Bryan with respect to information  supplied in writing
by or on behalf of Buyer and Merger Sub  expressly  for  inclusion  therein  and
information  incorporated by reference  therein from documents filed by Buyer or
any of its  Subsidiaries  with the SEC. The Proxy  Statement  and any such other
documents  filed by Bryan with the SEC under the  Exchange Act will comply as to
form in all material  respects with the requirements of the Exchange Act, to the
extent applicable.

      (c) Neither the information supplied or to be supplied in writing by or on
behalf of Bryan for inclusion in any document to be filed by Buyer or Merger Sub
with the SEC nor any other  Governmental  or Regulatory  Authority in connection
with the Merger and the other transactions contemplated hereby will, on the date
of its filing,  contain any untrue statement of a material fact or omit to state
any  material  fact  required  to be stated  therein  or  necessary  to make the
statements therein, in light of the circumstances under which they are made, not
misleading.

      3.10 Compliance  with Laws and Orders.  Set forth on Schedule 3.10 are all
permits,  licenses,   variances,   exemptions,   orders  and  approvals  of  all
Governmental  and  Regulatory  Authorities  that are  currently  held by  Bryan,
Wendland or Memco or for which Bryan,  Wendland or Memco has applied.  Bryan and
its subsidiaries hold all permits, licenses,  variances,  exemptions, orders and
approvals of all  Governmental  and  Regulatory  Authorities  necessary  for the
lawful conduct of their respective businesses  ("Permits"),  except for failures
to hold such  permits,  licenses,  variances,  exemptions,  orders and approvals
which,  individually  or in the  aggregate,  are not  having  and  could  not be
reasonably  expected  to  have a  material  adverse  effect  on  Bryan  and  its
subsidiaries taken as a whole. Bryan and its subsidiaries are in compliance with
the terms of the Permits, except failures so to comply which, individually or in
the  aggregate,  are not having and could not be  reasonably  expected to have a
material adverse effect on Bryan and its subsidiaries  taken as a whole.  Except
as set forth in detail on Schedule 3.10,  Bryan and its  subsidiaries are not in
violation of or default under any Law or Order of any Governmental or Regulatory
Authority,  except for violations which,  individually or in the aggregate,  are
not  having and could not be  reasonably  expected  to have a  material  adverse
effect on Bryan and its subsidiaries taken as a whole.

      3.11 Compliance with Agreements; Certain Agreements. Set forth on Schedule
3.11 are all  Contracts  under which  either  Bryan,  Wendland or Memco have any
rights,  entitlements,  duties or  obligations,  other  than (i)  manufacturer's
representative  contracts  written on one of the two standard forms disclosed to
Buyer, (ii) contracts for the purchase of materials, supplies or services in the
ordinary course of business consistent with past practice,  no one of which (and
no group of related contracts of which) involves an aggregate  purchase price in
excess of $250,000 and each of which contracts is to be fully  performed  within
90 days after its  commencement,  and (iii)  contracts  for the sale of finished
goods in the ordinary course of business  consistent with past practice,  no one
of which  contracts  (and no group of related  contracts  of which)  involves an
aggregate  selling  price in excess of $150,000  and no one of which (other than
contracts with  aggregate  selling prices of not more than $500,000) has been in
effect,  without  being  fully  performed,  for more  than 150  days.  Except as
disclosed in Schedule 3.11 hereto,  neither Bryan, its Subsidiaries  nor, to the
knowledge of Bryan, any other party thereto, is in breach or violation of, or in
default in the  performance  or  observance  of any term or provision of, and no
event  has  occurred  which,  with  notice  or lapse  of time or both,  could be
reasonably expected to result in a


                               15
<PAGE>


default under, (i) the Articles of Incorporation or By-laws of Bryan or (ii) any
Contract  to which  Bryan is a party or by which  Bryan or any of its  assets or
properties is bound, except in the case of clause (ii) for breaches,  violations
and defaults which,  individually or in the aggregate,  are not having and could
not be reasonably expected to have a material adverse effect on Bryan.

      3.12 Taxes.

           (a) Each of Bryan and its  Subsidiaries has filed all federal and all
material  foreign,  state and local tax reports and returns required to be filed
and except as disclosed on Schedule  3.12,  has duly paid all taxes shown as due
thereon, including,  without limitation,  income, capital stock, gross receipts,
net  proceeds,  ad valorem,  value  added,  turnover,  sales,  use,  real estate
transfer, property, personal property (tangible and intangible), stamp, leasing,
lease, user, excise,  franchise,  transfer, fuel, vehicle sales, excess profits,
occupational and interest equalization,  unitary, severance, withholding, social
security,   employment  and  other  taxes,   duties,   assessments  and  charges
(including,  without  limitation,  the  recapture  of  any  tax  items  such  as
investment  tax credits),  together  with all interest,  penalties and additions
imposed with respect to such amounts, which are due on or before the date hereof
or claimed to be due by federal, state, or local taxing authorities or which are
payable on or before the date hereof with respect to the business and operations
of Bryan and its  Subsidiaries  (collectively,  "Taxes").  All such  returns are
accurate and complete in all material respects.  There are no tax liens upon any
property or assets of Bryan and its Subsidiaries, except liens for Taxes not yet
due and payable. All Taxes (including interest and penalties) applicable for all
periods  prior to the Closing or other  governmental  charges upon Bryan and its
Subsidiaries  or their assets,  income or revenues have been or will be paid (if
due) or, if not currently  payable,  reserved  against in accordance  with GAAP.
Bryan and its  Subsidiaries  have not  executed  any  waivers of the  statute of
limitations  on the right of the  Internal  Revenue  Service  (the "IRS") or any
state or local  taxing  authority to assess  additional  Taxes or to contest the
income or loss with  respect  to any tax  return.  The basis of any  depreciable
assets, and the methods used in determining  allowable  depreciation  (including
cost recovery),  held by Bryan and its Subsidiaries,  are substantially  correct
and in  compliance  with the  Internal  Revenue  Code of 1986,  as amended  (the
"Code"), and all regulations thereunder.

           (b) No issues  have been  raised  that are  currently  pending by any
taxing authority in connection with any of the aforesaid tax returns or reports.
No issues  have been  raised in any  examination  by any taxing  authority  with
respect  to  Bryan  and  its  Subsidiaries  which,  by  application  of  similar
principles,  reasonably  could be  expected  to  result in a  material  proposed
deficiency  for any other  period  not so  examined.  The  items of  income  and
deductions  reflected on the federal income tax returns and comparable state and
local  returns  filed by or on  behalf  of Bryan  and its  Subsidiaries  for all
taxable years (including the supporting  schedules filed  therewith),  available
copies of which have been  supplied (or will be promptly  supplied upon request)
to  Buyer,   state  accurately  in  all  material   respects  the  receipts  and
expenditures of Bryan and its  Subsidiaries,  and the same were derived from the
books and records of Bryan.

           (c)  Bryan  and its  Subsidiaries  have not  entered  into any  joint
venture,  partnership,  or other  arrangement  or contract which is treated as a
partnership for federal income tax purposes.


                               16
<PAGE>


           (d)  None  of  Bryan  or any  of its  Subsidiaries  has  ever  been a
"consenting  corporation,"  within the meaning of Section 341(f)(l) of the Code,
or comparable provisions of any state statutes,  and none of the assets of Bryan
and its  Subsidiaries is subject to an election under Section 341(f) of the Code
or comparable provisions of any state statutes.

           (e) No property of Bryan and its Subsidiaries is property which Bryan
or Buyer is or will be  required  to treat  as  being  owned by  another  person
pursuant to the provisions of Section  168(f)(8) of the Code, as in effect prior
to the Tax Reform Act of 1986.

           (f) No  property  of Bryan and its  Subsidiaries  is "tax  exempt use
property" as such term is defined in Section 168(h) of the Code.

           (g) None of the properties or assets of Bryan and its Subsidiaries is
tax-exempt bond financed property within the meaning of Section 168(g)(5) of the
Code.

           (h) None of Bryan  nor any of its  Subsidiaries  nor any  predecessor
thereof  is or has been,  or has filed a tax return  claiming  that it is or has
been,  an Electing  Small  Business  Corporation  pursuant to the  provisions of
Subchapter S of the Code.

           (i) None of Bryan or its Subsidiaries (i) has been a
member of an affiliated group filing a consolidated federal
income tax return (other than a group the common parent of which
was Bryan) or (ii) has any liability for the Taxes of any person
(other than any of Bryan and its Subsidiaries) under Treas. Reg.
ss. 1.1502-6 (or any provision of state, local or foreign law),
as a transferor or successor, by contract or otherwise.

      3.13 Benefit Plans; ERISA.

           (a) All Benefit Plans (as defined below) are listed in Schedule 3.13,
and  copies  of all  documentation  relating  to such  Benefit  Plans  have been
delivered or made available to Buyer (including copies of written Benefit Plans,
written  descriptions of oral Benefit Plans,  summary plan  descriptions,  trust
agreements,  the  three  most  recent  annual  returns  IRS  Forms  5500 and IRS
determination letters). Except as disclosed in Schedule 3.13 hereto:

                (i) each  Benefit  Plan has at all  times  been  maintained  and
administered in all material  respects in accordance with its terms and with the
requirements of all applicable  law,  including ERISA (as defined below) and the
Code, and each Benefit Plan intended to qualify under Section 401(a) of the Code
has at all times  since its  adoption  been so  qualified,  and each trust which
forms  a part  of any  such  plan  has at all  times  since  its  adoption  been
tax-exempt under Section 501(a) of the Code whether or not waived;

                (ii) no  Benefit  Plan has  incurred  any  "accumulated  funding
deficiency"  within the  meaning of Section  302 of ERISA or Section  412 of the
Code;

                (iii) no "reportable  event" (within the meaning of Section 4043
of ERISA) has occurred  with respect to any Benefit Plan or any Plan (as defined
below)  maintained by an ERISA  Affiliate (as defined below) since the effective
date of Section 4043;


                               17
<PAGE>


                (iv) with respect to each  Multiemployer Plan (as defined below)
(i) no withdrawal  liability has been incurred by Bryan or any ERISA  Affiliate,
and Bryan has no reason to believe  that any such  liability  will be  incurred,
prior to the Closing Date, (ii) no such plan is in "reorganization"  (within the
meaning  of  Section  4241 of ERISA),  (iii) no notice  has been  received  that
increased contributions may be required to avoid a reduction in plan benefits or
the  imposition of an excise tax, or that the plan is or may become  "insolvent"
(within the meaning of Section 4241 of ERISA), and (iv) no proceedings have been
instituted by the Pension Benefit Guaranty Corporation against the plan;

                (v) no  direct,  contingent  or  secondary  liability  has  been
incurred  or is  expected to be incurred by Bryan under Title IV of ERISA to any
party with  respect to any  Benefit  Plan or  Multiemployer  Plan  presently  or
heretofore maintained or contributed to by any ERISA Affiliate;

                (vi)  neither  Bryan nor any ERISA  Affiliate  has  incurred any
liability  for any tax imposed  under  Section 4971 through 4980B of the Code or
civil liability under Section 502(i) or (1) of ERISA;

                (vii) no benefit  under any Benefit  Plan  (except as may be set
forth in the Senior  Management  Agreements  as  defined  in  Section  6.05(a)),
including,  without  limitation,  any  severance  or  parachute  payment plan or
agreement,  will increase the amount of compensation due any employee or will be
established  or  become  accelerated,   vested  or  payable  by  reason  of  any
transaction contemplated under this Agreement;

                (viii) no tax has been  incurred  under  Section 511 of the Code
with respect to any Benefit  Plan (or trust or other  funding  vehicle  pursuant
thereto);

                (ix) no Benefit Plan provides  health or death benefit  coverage
beyond the termination of an employee's employment, except as required by Part 6
of Subtitle B of Title I of ERISA or Section 4980B of the Code or any State laws
requiring  continuation of benefits coverage following termination of employment
and there has been no  communication  to any employee  that would  reasonably be
expected  to promise  or  guarantee  any such  employee  retiree  health or life
insurance or other retiree death benefits on a permanent basis;

                (x) no suit,  actions or other litigation  (excluding claims for
benefits  incurred in the ordinary course of plan  activities) have been brought
or, to the knowledge of Bryan, threatened against or with respect to any Benefit
Plan and  there  are no  facts  or  circumstances  known  to  Bryan  that  could
reasonably  be  expected  to  give  rise  to any  such  suit,  action  or  other
litigation; and

                (xi) all contributions to Benefit Plans and Multiemployer  Plans
that were  required to be made under such  Benefit  Plans as of the Closing Date
have been made,  and all benefits  accrued under any unfunded  Benefit Plan have
been paid, accrued or otherwise adequately reserved in accordance with GAAP, all
of which  accruals  under  unfunded  Benefit Plans are as reflected in Bryan SEC
Reports or  disclosed in Schedule  3.13,  and Bryan has  performed  all material
obligations required to be performed under all Benefit Plans.


                               18
<PAGE>


           (b) Except as set forth in  Schedule  3.13  hereto or as  provided in
Section  6.05,  neither the  execution  and delivery of this  Agreement  nor the
consummation of the transaction  contemplated  hereby will entitle any former or
current employee of Bryan or any Affiliate or any group of such employees to any
payment,  increase the amount of compensation due to any such employees or cause
acceleration of benefits under any Benefit Plan.

           (c) As used herein:

                (i) "Benefit Plan" means any Plan,  existing at the Closing Date
or prior thereto,  established or to which  contributions  have at any time been
made by Bryan or its Subsidiaries,  or under which any employee, former employee
or director of Bryan or its Subsidiaries or any beneficiary  thereof is covered,
is eligible for coverage or has benefit rights.

                (ii) "ERISA" means the Employee  Retirement  Income Security Act
of 1974, as amended, and the rules and regulations promulgated thereunder.

                (iii) "ERISA  Affiliate"  means any business entity which is, or
at any time was, a member of a controlled  group  (within the meaning of Section
412(n)(6)  of the Code) that  includes,  or at any time  included,  Bryan or its
Subsidiaries.

                (iv) "Multiemployer  Plan" means a multiemployer plan within the
meaning of Section  4001(a)(3) of ERISA with respect to which Bryan or any ERISA
Affiliate  has an  obligation  to  contribute  or has or could  have  withdrawal
liability under Section 4201 of ERISA.

                (v) "Plan" means any employment, consulting, termination, bonus,
incentive   compensation,   deferred  compensation,   pension,  profit  sharing,
retirement stock purchase,  stock option,  stock ownership,  stock  appreciation
rights,  phantom stock,  savings,  leave of absence,  layoff,  vacation,  day or
dependent care, legal services,  cafeteria, life, health, accident,  disability,
workmen's  compensation  or  other  insurance,  severance,  separation  or other
employee benefit plan, practice,  policy,  agreement or arrangement of any kind,
whether  written or oral,  or whether for the benefit of a single  individual or
more than one individual  including,  but not limited to, any "employee  benefit
plan" within the meaning of Section 3(3) of ERISA.

      3.14 Insurance.  Schedule 3.14 identifies all insurance  policies of Bryan
and its  Subsidiaries  currently in force,  inclusive of the name and address of
the insurer, the policy number and the year or years of coverage (the "Insurance
Policies").  To the best of Bryan's  knowledge,  Schedule  3.14 lists all claims
made  against  or under the  Insurance  Policies  and under any prior  insurance
policies in effect at any time during the past five years with respect to Bryan,
Wendland and Memco,  including claims related to product liability,  third-party
property damage, bodily injury and third-party  environmental impairment. To the
best of the  knowledge of Bryan,  Schedule  3.14 also  identifies  all insurance
policies of Bryan under which asbestos-related claims against Bryan are or would
be covered.  Wendland  will  promptly  (and in any event within 10 days from the
date  hereof)  reinstate  product  liability  insurance  coverage  with a  scope
equivalent to that under the product liability insurance policy of Wendland most
recently  expired,  and  Wendland  will  promptly  deliver  to Buyer  reasonable
evidence of such reinstatement.


                               19
<PAGE>


      3.15 Labor Matters.

           (a) Except as set forth in Schedule  3.15,  (i) no employees of Bryan
or any of its Subsidiaries are represented by a labor union or organization,  no
labor union or organization has been certified or recognized as a representative
of any such employees,  and neither Bryan nor any of its Subsidiaries is a party
to or has any  obligation  under any  collective  bargaining  agreement or other
labor union contract with any labor union or organization, or has any obligation
to recognize or deal with any labor union or organization, and there are no such
contracts pertaining to or which determine the terms or conditions of employment
of any employee of Bryan or any of its  Subsidiaries;  (ii) there are no pending
or threatened  representation  campaigns,  elections or proceedings or questions
concerning union  representation  involving any employees of Bryan or any of its
Subsidiaries;  (iii) neither Bryan nor any of its Subsidiaries has any knowledge
of  any  activities  or  efforts  of  any  labor  union  or   organization   (or
representatives  thereof)  to  organize  any  employees  of  Bryan or any of its
Subsidiaries,  nor of any demands for recognition or collective bargaining,  nor
of any strikes,  slowdowns,  work stoppages or lock-outs of any kind, or threats
thereof, by or with respect to any employees of Bryan or any of its Subsidiaries
or any  actual  or  claimed  representatives  thereof,  and no such  activities,
efforts,  demands,  strikes,  slowdowns,  work  stoppages or lock-outs  occurred
during the 48-month period preceding the date hereof; (iv) neither Bryan nor any
of its  Subsidiaries  has engaged in,  admitted  committing  or been held in any
administrative  or  judicial  proceeding  to have  committed  any  unfair  labor
practice under the National Labor  Relations Act, as amended;  (v) neither Bryan
nor any of its  Subsidiaries  is involved in any  industrial or trade dispute or
any dispute or  negotiations  regarding a claim of material  importance with any
labor  union or  organization;  and (vi)  there  are no  controversies,  claims,
demands or grievances of material  importance pending or, so far as Bryan or any
of  its  Subsidiaries  is  aware,  threatened,  between  Bryan  or  any  of  its
Subsidiaries  and any of their  respective  employees  or any  actual or claimed
representative thereof.

           (b) Schedule 3.15 (and the exhibits  thereto) set forth all contracts
and agreements, including, without limitation, employment agreements, consulting
agreements,  change in control agreements,  independent  contractor  agreements,
retainers and severance  agreements under which Bryan or any of its Subsidiaries
has any obligation to provide wages,  salary,  commissions or other compensation
or remuneration  (other than obligations to make current wage or salary payments
terminable  at will  without  notice)  to or on behalf of any  employee,  former
employee,  consultant or contractor  (or any designee,  assignee or  beneficiary
thereof).  A complete  and  correct  copy of each  written  (and a complete  and
correct written  description of each such oral) contract or agreement,  has been
delivered or made available to Buyer.

           (c) A true and correct statement of the names,  current rates of base
compensation and description of the formula for computing bonus  compensation of
all  officers,  directors  and  salaried  non-union  employees  of Bryan and its
Subsidiaries as of the date hereof, is set forth in Schedule 3.15. Except as set
forth in  Schedule  3.15,  (i) Bryan  and its  Subsidiaries  have no  obligation
(including  an  obligation  for the payment of any fee,  extraordinary  bonus or
"golden  parachute"  based upon the  successful  completion of the  transactions
contemplated  hereunder) under any employment  contract,  severance agreement or
other change in control  plan,  agreement or  arrangement,  or any other similar
agreements,  employment policies (including vacation and severance pay policies)
or retirement or employee benefit plans, arrangements or


                               20
<PAGE>


understandings,  written or otherwise, with any officer,  director,  employee or
agent of Bryan or any Subsidiary  and (ii) since January 1, 1998,  Bryan and its
Subsidiaries have (A) not paid or agreed to pay any bonuses or made or agreed to
make any  increase  in the rate of  wages,  salaries  or other  compensation  or
remuneration of any of its officers, directors, consultants or employees (except
for increases in accordance with written binding commitments,  true, correct and
complete  copies  of which  have  been  previously  delivered  to  Buyer,  or in
accordance  with a past practice  described in Schedule  3.15),  or (B) become a
party to any  employment  contract or  arrangement  with any of its  officers or
employees providing for any new or additional bonuses,  profit sharing payments,
severance pay or retirement benefits or any other form of employee  compensation
or benefits.

           (d) Bryan and each of its  Subsidiaries  has at all times complied in
all material respects and is in material compliance with all applicable federal,
state and local laws, rules and regulations respecting employment, wages, hours,
occupational  health  and  safety,  and  payment  and  withholding  of  taxes in
connection with  employment.  Except as set forth in Schedule 3.15, there are no
claims, complaints or legal or administrative  proceedings pending or, so far as
Bryan is aware, threatened,  against Bryan or any of its Subsidiaries before any
federal,  state or municipal court or governmental agency, or any federal, state
or  municipal  taxing  authority  involving  or  relating to any past or present
employee(s) or applicant(s) for employment of Bryan or any of its  Subsidiaries,
or  relating  to  any  acts,  omissions  or  practices  of  Bryan  or any of its
Subsidiaries relating to employment practices or occupational health and safety.
Neither Bryan nor any of its  Subsidiaries are party to or bound by any court or
administrative  order,  judgment,  decree or ruling of any kind  respecting  the
employment  practices  or  occupational  health and safety of any  employees  or
prospective employees of Bryan or any of its Subsidiaries.

      3.16 Environmental Matters. Except as disclosed in
Schedule 3.16 hereto:

           (a) To the best of Bryan's knowledge,  Bryan and its Subsidiaries are
and have been  consistently in compliance with applicable  Environmental Law (as
defined  below)  and  have  obtained  all  licenses,  permits,   authorizations,
approvals and consents from  Governmental  and Regulatory  Authorities  that are
required in respect of the  business,  operations,  assets or properties of each
under  any  applicable  Environmental  Law.  Bryan and its  Subsidiaries  are in
material compliance with the terms and conditions of all such licenses, permits,
authorizations, approvals and consents.

           (b) No Order or notice has been issued, no demand or claim (including
any for  personal  injury,  property  or  natural  resources  damage)  has  been
asserted,  no  complaint  has been filed,  no penalty has been  assessed  and no
investigation  or  review  is  pending  or,  to the  knowledge  of Bryan and its
Subsidiaries,  threatened  by any third party  (including  any  Governmental  or
Regulatory Authority) with respect to any alleged failure by Bryan or any of its
Subsidiaries to comply with applicable Environmental Law or to have any license,
permit,  authorization,  approval or consent  from  Governmental  or  Regulatory
Authorities  required under any applicable  Environmental Law in connection with
the conduct of the business or operations of Bryan or any of its Subsidiaries or
with respect to any treatment, storage, recycling,  transportation,  disposal or
"release" as defined in 42 U.S.C.  ss.  9601(22)  ("Release"),  of any Hazardous
Material (as defined below).


                               21
<PAGE>


           (c)  Bryan  and its  Subsidiaries  have  not  handled  any  Hazardous
Material on any  property  owned or leased by Bryan or any of its  Subsidiaries;
and, without limiting the foregoing, at any property owned or leased by Bryan or
any of its Subsidiaries,  (i) there are no underground  storage tanks, active or
abandoned; (ii) no Hazardous Material has been Released in a quantity reportable
under,  or in violation of, any  Environmental  Law;  (iii) no interim status or
hazardous  waste  permit  is or has been  required;  and (iv)  there has been no
disposal of any Hazardous Material.

           (d) Bryan and its  Subsidiaries  have not transported or arranged for
the  transportation  of any  Hazardous  Material to any  location  that,  to the
knowledge of Bryan and its Subsidiaries,  is not consistently in compliance with
applicable  Environmental  Law or which  is the  subject  of any  investigation,
action,  suit,  arbitration or proceeding  that could be reasonably  expected to
lead to claims  against  Bryan or any of its  Subsidiaries  for clean-up  costs,
remedial work,  damages to natural  resources or personal  injury claims,  which
could be reasonably  expected to have a material  adverse impact on Bryan or any
of  its   Subsidiaries   including,   but  not  limited  to,  claims  under  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, and the rules and regulations promulgated thereunder ("CERCLA").

           (e) No oral or  written  notification  of a  Release  of a  Hazardous
Material has been or was required to be filed by or on behalf of Bryan or any of
its  Subsidiaries  and no  property  owned  or  leased  by  Bryan  or any of its
Subsidiaries  is listed or proposed for listing on the National  Priorities List
promulgated  pursuant to CERCLA or on any similar state list of sites  requiring
investigation or clean-up.

           (f) There are no Liens arising under or pursuant to any Environmental
Law with  respect  to any real  property  owned or leased by Bryan or any of its
Subsidiaries, and no action of any Governmental or Regulatory Authority has been
taken or is in process which could subject any of such properties to such Liens,
and Bryan or any of its  Subsidiaries  would not be required to place any notice
or  restriction  relating  to the  presence  of  Hazardous  Material at any such
property owned by it in any deed to such property.

           (g)  Bryan  has   delivered,   or  made   available,   to  Buyer  all
environmental  (including  asbestos)  investigations,  studies,  audits,  tests,
reviews or other  analyses  conducted  during the prior three years by, or which
are in the possession of, Bryan in relation to any property or facility owned or
leased  by Bryan or any of its  Subsidiaries,  including  Phase 1  environmental
reports for all properties owned, leased or controlled,  indirectly or directly,
by Bryan or any of its Subsidiaries.

           As used herein:

           (x)  "Environmental  Law"  means any Law or Order  relating  to human
health,  safety or protection of the  environment  or to emissions,  discharges,
releases  or  threatened  releases  of  pollutants,  contaminants  or  Hazardous
Materials  in the  environment  (including,  without  limitation,  ambient  air,
surface water,  ground water, land surface or subsurface  strata),  or otherwise
relating to the treatment,  storage, disposal, transport, use or handling of any
Hazardous Material; and


                               22
<PAGE>


           (y)  "Hazardous   Material"  means  (A)  any  chemicals,   materials,
substances or wastes which are now or hereafter become defined as or included in
the  definition  of  "hazardous   substances,"  "hazardous  wastes,"  "hazardous
materials,"  "extremely hazardous wastes," "restricted hazardous wastes," "toxic
substances,"  "toxic  pollutants,"  "pollutants,"  "contaminants"  or  words  of
similar import,  under any Environmental Law; and (B) any petroleum or petroleum
products,  radioactive  materials,  asbestos in any form that is or could become
friable, and polychlorinated biphenyls (PCBs).

      3.17  Tangible  Property and Assets.  Except as disclosed in Schedule 3.17
hereto, Bryan has good and marketable title to, or has valid leasehold interests
in or valid rights under contract to use, all tangible  property and assets used
in  and,  individually  or in the  aggregate,  material  to the  conduct  of the
businesses  of Bryan free and clear of all Liens  other  than (i) any  statutory
Lien arising in the ordinary course of business by operation of law with respect
to a liability that is not yet due or delinquent and (ii) any minor imperfection
of title or similar Lien which  individually or in the aggregate with other such
Liens does not  materially  impair the value of the property or asset subject to
such Lien or the use of such property or asset in the conduct of the business of
Bryan.  All such  property  and assets are, in all  material  respects,  in good
working order and condition,  ordinary wear and tear excepted,  and adequate and
suitable for the purposes for which they are presently being used.

      3.18  Intellectual  Property  Rights.  Schedule  3.18  sets  forth a true,
correct and complete list of all Intellectual  Property (as defined below) owned
or held by Bryan or any of its  Subsidiaries  (or otherwise used in the business
of Bryan and its  Subsidiaries)  on the date hereof and all  license  agreements
(including all amendments or  supplements  thereto or continuing  thereunder) in
effect on the date hereof  pursuant to which any such  Intellectual  Property is
licensed to or by Bryan or its Subsidiaries, in each case, which have been, are,
or may  reasonably  be expected  in the future to be,  material to Bryan and its
Subsidiaries  taken as a whole.  Except as set forth in Schedule 3.18, Bryan and
its  Subsidiaries  own all right,  title and interest in and to all Intellectual
Property used in their respective  businesses (other than Intellectual  Property
which,  individually or in the aggregate,  is not material to the conduct of the
businesses  of Bryan and its  Subsidiaries),  free and clear of any  royalty  or
other payment obligation,  lien or charge. Bryan and its Subsidiaries are not in
default (and with the giving of notice or lapse of time or both, would not be in
default)  in any  material  respect  under any  license to use any  Intellectual
Property.  The Intellectual  Property is not being infringed by any third party,
and Bryan is not infringing any intellectual property rights of any third party,
except  for  such  defaults  and  infringements  which,  individually  or in the
aggregate,  are not  having  and  could  not be  reasonably  expected  to have a
material  adverse  effect on Bryan.  Except as indicated in Schedule  3.18,  all
maintenance  taxes,  annuities  and  renewal  fees  have been paid and all other
necessary actions to maintain the Intellectual  Property have been taken through
the  date  hereof  and  will  continue  to be paid or  taken  by  Bryan  and its
Subsidiaries  through the Effective Time. To the best of Bryan's  knowledge,  no
claims or  controversies  currently exist regarding any infringement of or by or
violation  of or by any of the  Intellectual  Property.  For  purposes  of  this
Agreement, "Intellectual Property" includes

         (i)  all trademarks,  service marks, trademark  registrations,  service
              mark registrations,  trade names and applications for registration
              of trademarks and service marks;


                               23
<PAGE>


        (ii)  all licenses which create rights in or to the  trademark,  service
              mark or trade name properties described in clause (i) above;

       (iii)  all copyrights, copyright registrations and
              applications for registration of copyrights;

        (iv)  all renewals, modifications and extensions of any
              items referred to in clauses (i) through (iii)
              above;

         (v)  all patents,  design patents and utility patents, all applications
              for grant of any such patents  pending as of the date hereof or as
              of the Effective Time or filed within five years prior to the date
              hereof,  and all reissues,  divisions,  continuations-in-part  and
              extensions thereof;

        (vi)  all technical documentation, trade secrets,
              designs, inventions, processes, formula, know-how,
              operating manuals and guides, plans, new product
              development, technical and marketing surveys,
              material specifications, product specifications,
              invention records, research records, labor
              routings, inspection processes, equipment lists,
              engineering reports and drawing, architectural or
              engineering plans, know-how agreements and other
              know- how;

       (vii)  all marketing and licensing  records,  sales literature,  customer
              lists, trade lists,  sales forces and distributor  networks lists,
              advertising and promotional materials,  service and parts records,
              warranty records, maintenance records and similar records;

      (viii)  all rights arising under, and rights to develop,
              use and sell under, any of the foregoing and all
              licenses with respect thereto; and

        (ix)  all rights and incidents of interest in and to all
              non-competition or confidentiality agreements.

      3.19 Vote Required.  The  affirmative  vote of the holders of record of at
least two-thirds of the outstanding shares of Bryan Common Stock with respect to
the  adoption of this  Agreement is the only vote of the holders of any class or
series of the  capital  stock of Bryan  required  to adopt  this  Agreement  and
approve the Merger and the other transactions contemplated hereby.

      3.20 Disclosure. The information heretofore delivered or made available by
Bryan with respect to Bryan and its Subsidiaries, when such information is taken
as a whole,  does not contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading.

      3.21 Effect of Transactions on Manufacturer's
Representatives and Customers. Except as listed on Schedule 3.21,
to the best of the knowledge of Bryan, the execution and delivery
of this Agreement and the consummation of the transactions
contemplated hereby (a) will not


                               24
<PAGE>


adversely  affect  the  relationship  of Bryan  with  any of its  manufacturer's
representatives or customers,  (b) will not adversely affect the relationship of
Bryan  with any of its  suppliers,  and (c) will not  result  in any  breach  or
default,  or trigger  any  "change in  control"  provision,  under any  material
Contract.

      3.22 Bryan's  Transaction  Costs.  To the best of the  knowledge of Bryan,
Schedule 3.22 sets forth an accurate  estimate of Bryan's  Transaction Costs (as
defined in Section  6.06)  through  consummation  of the  Merger,  and Bryan has
furnished  Buyer  with  true  and  complete  copies  of  all  currently-existing
agreements (and written  summaries of all  currently-existing  oral  agreements)
under which Bryan's  Transaction  Costs are likely to become payable.  After the
date hereof, neither Bryan nor any of its subsidiaries will materially amend any
such agreement, or enter into any new such agreement, without the prior approval
of Buyer (such approval not to be unreasonably withheld).


                                   ARTICLE IV

      REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB

           Buyer and Merger Sub represent and warrant to Bryan as follows:

      4.01  Organization  and  Qualification.  Each of Buyer and Merger Sub is a
corporation duly organized, validly existing and in good standing under the laws
of its  jurisdiction  of  incorporation.  Merger Sub was  formed  solely for the
purpose of engaging in the  transactions  contemplated  by this  Agreement,  has
engaged in no other business activities and has conducted its operations only as
contemplated hereby. Each of Buyer and Merger Sub is duly qualified, licensed or
admitted to do business and is in good  standing in each  jurisdiction  in which
the ownership,  use or leasing of its assets and  properties,  or the conduct or
nature  of its  business,  makes  such  qualification,  licensing  or  admission
necessary, except for such failures to be so qualified, licensed or admitted and
in  good  standing  which,  individually  or in  the  aggregate,  could  not  be
reasonably  expected  to have a  material  adverse  effect  on the  validity  or
enforceability  of this  Agreement  or on the  ability of Buyer or Merger Sub to
perform its obligations hereunder.

      4.02 Authority  Relative to this  Agreement.  Each of Buyer and Merger Sub
has full  corporate  power and  authority to enter into this  Agreement,  and to
perform  its   obligations   hereunder  and  to  consummate   the   transactions
contemplated  hereby. The execution,  delivery and performance of this Agreement
by each of Buyer and Merger Sub and the consummation by each of Buyer and Merger
Sub of the transactions  contemplated hereby have been duly and validly approved
by their respective Boards of Directors and by Buyer in its capacity as the sole
shareholder  of Merger  Sub and no other  corporate  proceedings  on the part of
Buyer,  Merger  Sub  or  their  shareholders  are  necessary  to  authorize  the
execution, delivery and performance of this Agreement by Buyer or Merger Sub and
the consummation by Buyer or Merger Sub of the transactions contemplated hereby.
This  Agreement  has been duly and validly  executed and  delivered by Buyer and
Merger Sub and  constitutes a legal,  valid and binding  obligation of Buyer and
Merger Sub  enforceable  against  Buyer and Merger  Sub in  accordance  with its
terms,  except as such  enforceability may be limited by applicable  bankruptcy,
insolvency,


                               25
<PAGE>


reorganization,  moratorium or other similar laws  affecting the  enforcement of
creditors' rights generally and by general equitable  principles  (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

      4.03 Non-Contravention; Approvals and Consents.

           (a) The execution and delivery of this  Agreement by Buyer and Merger
Sub does not and the  performance  by Buyer and Merger Sub of their  obligations
hereunder and the consummation of the transactions contemplated hereby will not,
conflict with,  result in a violation or breach of,  constitute (with or without
notice  or lapse  of time or both) a  default  under,  result  in or give to any
person any right of termination, cancellation,  modification or acceleration of,
or result in the  creation or  imposition  of any Lien upon any of the assets or
properties  of  Buyer,  or any  of its  Subsidiaries,  under  any of the  terms,
conditions or provisions of (i) the certificates or articles of incorporation or
By-laws  (or  other  comparable  charter  documents)  of  Buyer  or  any  of its
Subsidiaries,  or  (ii)  subject  to the  taking  of the  actions  described  in
paragraph  (b) of this  Section,  (x) any Law or  Order of any  Governmental  or
Regulatory  Authority  applicable to Buyer or any of its  Subsidiaries or any of
their respective assets or properties, or (y) any Contract to which Buyer or any
of its  Subsidiaries is a party or by which Buyer or any of its  Subsidiaries or
any of their  respective  assets  or  properties  is bound,  excluding  from the
foregoing  clauses  (x)  and  (y)  conflicts,  violations,  breaches,  defaults,
terminations,  modifications,  accelerations  and creations and  impositions  of
Liens which, individually or in the aggregate,  could not be reasonably expected
to have a  material  adverse  effect on the  ability  of Buyer and Merger Sub to
consummate the transactions contemplated by this Agreement.

           (b) Except (i) for the filing of a premerger  notification  report by
Buyer under the HSR Act, (ii) for the filing of the Articles of Merger  required
by the  NMBCA  with  the  New  Mexico  Corporation  Commission  and  appropriate
documents with the relevant authorities of other states in which the Constituent
Corporations are qualified to do business,  and (iii) for the filing of Schedule
14D-1 and  Schedule  14D-9,  no consent  approval  or action of,  filing with or
notice to any  Governmental  or Regulatory  Authority or other public or private
third party is  necessary  or  required  under any of the terms,  conditions  or
provisions of any Law or Order of any  Governmental  or Regulatory  Authority or
any  Contract to which Buyer or any of its  Subsidiaries  is a party or by which
Buyer or any of its Subsidiaries or any of their respective assets or properties
is bound by the  execution  and  delivery of this  Agreement by Buyer and Merger
Sub, the performance by Buyer and Merger Sub of their  obligations  hereunder or
the  consummation  of the  transactions  contemplated  hereby,  other  than such
consents,  approvals,  actions, filings and notices which the failure to make or
obtain,  as the case may be,  individually  or in the  aggregate,  could  not be
reasonably  expected to have a material  adverse  effect on the ability of Buyer
and Merger Sub to consummate the transactions contemplated by this Agreement.

      4.04 Legal  Proceedings.  There are no  actions,  suits,  arbitrations  or
proceedings  pending  or,  to the  knowledge  of  Buyer  and  its  Subsidiaries,
threatened against,  relating to or affecting, nor to the knowledge of Buyer and
its   Subsidiaries   are  there  any   Governmental   or  Regulatory   Authority
investigations  or  audits  pending  or  threatened  against,   relating  to  or
affecting,  Buyer or any of its Subsidiaries or any of their  respective  assets
and  properties  which,  if  determined   adversely  to  Buyer  or  any  of  its
Subsidiaries, individually or in the aggregate,


                               26
<PAGE>


could be reasonably expected to have a material adverse effect on the ability of
Buyer  and  Merger  Sub to  consummate  the  transactions  contemplated  by this
Agreement.  Neither Buyer nor any of its Subsidiaries is subject to any Order of
any  Governmental  or  Regulatory  Authority  which,   individually  or  in  the
aggregate, could be reasonably expected to have a material adverse effect on the
ability of Buyer and Merger Sub to consummate the  transactions  contemplated by
this Agreement.

      4.05 Information Supplied.

      (a) None of the Offer  Documents  will,  at the times such  documents  are
filed  with the SEC and are mailed to the  stockholders  of Bryan,  contain  any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements made therein,  in
light of the  circumstances  under which they are made, not  misleading,  except
that no  representation  is  made  by  Buyer  or  Merger  Sub  with  respect  to
information  supplied in writing by Bryan or an affiliate of Bryan expressly for
inclusion  therein.  The Offer  Documents will comply as to form in all material
respects with the  provisions of the Exchange Act and the rules and  regulations
of the SEC thereunder.

      (b) None of the information supplied by Buyer, Merger Sub or any affiliate
of Buyer or Merger Sub  specifically for inclusion in the Proxy Statement or the
Schedule 14D-9 will, at the date of filing with the SEC, and, in the case of the
Proxy  Statement,  at the time the Proxy  Statement is mailed and at the time of
the Special Meeting,  contain any untrue statement of a material fact or omit to
state any material fact  required to be stated  therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

      (c) Neither the information supplied or to be supplied in writing by or on
behalf of Buyer or Merger Sub for inclusion, nor the information incorporated by
reference from documents filed by Buyer or any of its Subsidiaries with the SEC,
in the Proxy Statement or any other  documents to be filed by Buyer,  Merger Sub
or Bryan  with the SEC or any other  Governmental  or  Regulatory  Authority  in
connection with the Merger and the other transactions  contemplated  hereby will
on the date of its filing or, in the case of the Proxy Statement, at the date it
is mailed to shareholders,  and at the time of the Shareholder Meeting,  contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.  All such documents  filed by Buyer or Merger Sub with the SEC under
the  Exchange  Act will  comply  as to form in all  material  respects  with the
requirements of the Exchange Act.

      4.06 Financing. Buyer has sufficient cash and/or credit facilities on hand
or  immediately  available to consummate  the Offer and the Merger in accordance
with  this  Agreement  and to make  all  other  necessary  payments  of fees and
expenses in connection with the transactions contemplated by this Agreement.


                               27
<PAGE>


                                    ARTICLE V

                            COVENANTS OF THE COMPANY

      5.01  Conduct of  Business.  At all times  from and after the date  hereof
until the Effective  Time,  Bryan covenants and agrees that (except as expressly
contemplated  or  permitted by this  Agreement,  or to the extent that Buyer may
otherwise   grant  prior  consent  in  writing,   which  consent  shall  not  be
unreasonably withheld):

           (a) Bryan shall  conduct its business  only in, and Bryan shall cause
its  Subsidiaries  not to  take  any  action  except  in,  the  ordinary  course
consistent with past practice (subject to the further  limitations  specified in
this Article).

           (b) Without limiting the generality of paragraph (a) of this Section,
Bryan  shall,  and  shall  cause  its  Subsidiaries  to,  use  all  commercially
reasonable  efforts to  preserve  intact in all  material  respects  its present
business organization and reputation,  to keep available the services of its key
officers and  employees,  to maintain its assets and  properties in good working
order  and  condition  (ordinary  wear  and  tear  excepted),  to  preserve  its
relationships  with  customers  and  suppliers  and  others  having  significant
business  dealings with them,  to comply in all material  respects with all Laws
and Orders of all Governmental or Regulatory Authorities applicable to them, and
to  maintain  (subject to Section  5.01(b)(xx))  insurance,  including,  without
limitation,  product liability insurance, in such amounts and against such risks
and losses as was in effect on June 30,  1998  (subject to Section  3.14).  Also
without  limiting the  generality of paragraph (a) of this Section,  Bryan shall
not, and shall cause its Subsidiaries not to:

           (i) amend or propose to amend its or their Articles of
      Incorporation or By-laws;

           (ii) (w)  declare,  set aside or pay any  dividends  on or make other
      distributions  in  respect  of any of its  capital  stock  other  than the
      dividend of $2.00 per share  declared on Bryan  Common Stock on August 26,
      1998 and payable on September 15, 1998; (x) split, combine,  reclassify or
      take similar  action with respect to any of its capital  stock or issue or
      authorize  or propose the  issuance of any other  securities  or Option in
      respect of, in lieu of or in substitution for shares of its capital stock,
      (y)  adopt  a plan of  complete  or  partial  liquidation  or  resolutions
      providing for or authorizing  such  liquidation or a dissolution,  merger,
      consolidation, restructuring,  recapitalization or other reorganization or
      (z) directly or indirectly  redeem,  repurchase  or otherwise  acquire any
      shares of its capital stock or any Option with respect thereto;

           (iii) issue,  deliver or sell,  or authorize or propose the issuance,
      delivery  or sale of, any shares of its  capital  stock or any Option with
      respect thereto, or modify or amend any right of any holder of outstanding
      shares of capital stock or Options with respect thereto;

           (iv) acquire (by merging or  consolidating  with,  or by purchasing a
      substantial equity interest in or a substantial  portion of the assets of,
      or by any other  manner)  any  business or any  corporation,  partnership,
      association or other business


                               28
<PAGE>


      organization or division thereof or otherwise  acquire or agree to acquire
      any assets other than raw materials and supplies  acquired in the ordinary
      course of its business consistent with past practice in amounts in any one
      instance (or group of related  instances) not in excess of $250,000 and in
      each case pursuant to an order or agreement requiring delivery of such raw
      materials and supplies within 120 days after the creation of such order or
      agreement;

           (v) sell, lease,  grant any security interest in or otherwise dispose
      of or encumber any of its assets or properties  other than finished  goods
      in the ordinary course of business  consistent with past practice pursuant
      to  orders as to which  (x) no one  order  (or  group of  related  orders)
      involves an aggregate selling price in excess of $150,000, and (y)(i) each
      order is to be fully performed  within 150 days after its creation or (ii)
      in the case of orders  for which  there is no  definite  date by which the
      orders must be fully performed,  the aggregate  selling price for all such
      orders that are more than 150 days old shall not exceed $500,000;

           (vi) except to the extent  required by  applicable  law or GAAP,  (x)
      permit any  material  change in (A) any  pricing,  marketing,  purchasing,
      investment,   accounting,   financial  reporting,  inventory,  receivable,
      credit,  allowance  or tax  practice  or  policy  or  (B)  any  method  of
      calculating  any bad debt,  contingency  or other reserve for  accounting,
      financial  reporting or tax purposes or (y) make any material tax election
      or settle  or  compromise  any  material  income  tax  liability  with any
      Governmental or Regulatory Authority;

           (vii) (x) other than  working  capital  borrowings  of up to $300,000
      under Bryan's  existing bank line of credit,  incur any  indebtedness  for
      borrowed money (which shall be deemed for this purpose to include entering
      into credit agreements,  lines of credit or similar arrangements,  whether
      or  not  amounts  are  borrowed   thereunder)   or   guarantee   any  such
      indebtedness,  or (y) voluntarily  purchase,  cancel,  prepay or otherwise
      provide  for a complete  or partial  discharge  in advance of a  scheduled
      repayment date with respect to, or waive any right under, any indebtedness
      for borrowed money;

           (viii) (x) enter into,  adopt,  amend in any material respect (except
      as may be required by applicable  law) or terminate any Bryan Benefit Plan
      or other agreement  between Bryan (or any of its  Subsidiaries) and one or
      more of its  directors,  officers  or  employees,  or (y)  increase in any
      manner the  compensation  or fringe  benefits of any director,  officer or
      employee  or pay any benefit not  required by any plan or  arrangement  in
      effect as of the date  hereof  (except  that Bryan  shall  comply with the
      union contract and except for normal increases approved by Buyer);

           (ix) enter into any new Contract or amend,  modify or  terminate  any
      existing  Contract,  or  engage  in any  new  transaction  (x)  not in the
      ordinary course of business  consistent with past practice,  (y) not on an
      arm's length basis, or (z) with any shareholder or affiliate of Bryan;


                               29
<PAGE>


           (x) make any capital  expenditure or any commitment to make a capital
      expenditure  or  any  commitment  for  additions  to  plant,  property  or
      equipment constituting capital assets;

           (xi) make any change in lines of business or any
      material changes in prices, marketing plans or procedures;

           (xii) make any changes to current levels of inventory, receivables or
      payables,  except  as  may  occur  in  the  ordinary  course  of  business
      consistent with past practice;

           (xiii) grant any stock-related, performance or similar
      awards or bonuses;

           (xiv) forgive any loans to employees, officers or
      directors or any of their respective affiliates or
      associates;

           (xv) make any deposits or contributions of cash or other property to,
      or take any other action to fund or in any other way secure the payment of
      compensation or benefits under, any Bryan Benefit Plan;

           (xvi) enter into, amend, extend or waive any rights
      under any collective bargaining or other labor agreement;

           (xvii) commence, settle or agree to settle any
      litigation, suit, action, claim, proceeding or
      investigation;

           (xviii)  pay,  discharge  or  satisfy or agree to pay,  discharge  or
      satisfy any claim, liability or obligation (absolute accrued,  asserted or
      unasserted,  contingent or otherwise) other than the payment, discharge or
      satisfaction of liabilities  reflected or reserved  against in full in the
      financial  statements  as at June 30,  1998 or  incurred  in the  ordinary
      course of  business  subsequent  to June 30,  1998 or Bryan's  Transaction
      Costs;

           (xix) enter into, modify, amend or terminate any Contract material to
      the business of Bryan or any of its Subsidiaries which it may enter, amend
      or  terminate  without  violating  clause (ix) above,  or waive any rights
      under any such  Contract,  unless in each instance Bryan first obtains the
      consent of Buyer, which consent shall not be unreasonably withheld;

           (xx) enter into or extend or renew any  Contract  (including  without
      limitation any insurance policy), which Contract, extension or renewal has
      a term or is to be  performed  over a  period  of more  than 60 days  (and
      before renewing any insurance policy,  Bryan shall reasonably consult with
      Buyer); or

           (xxi) enter into any contract, agreement, commitment
      or arrangement to do or engage in any of the foregoing.

           (c) Advice of Changes. Bryan shall confer on a regular
and frequent basis with Buyer with respect to its businesses and
operations and other matters relevant to the Merger,


                               30
<PAGE>


and shall promptly advise Buyer, in writing, of any change or event,  including,
without limitation, any complaint,  investigation or hearing by any Governmental
or  Regulatory   Authority  (or   communication   indicating  the  same  may  be
contemplated)  or the  institution  or threat of litigation,  having,  or which,
insofar as can be reasonably foreseen,  could have, a material adverse effect on
Bryan or on the ability of Bryan to  consummate  the  transactions  contemplated
hereby.

      5.02 No Solicitations.  (a) Bryan shall not, and it shall not authorize or
permit either of its  Subsidiaries or any of its or their  officers,  directors,
employees,  investment bankers,  financial advisors,  attorneys,  accountants or
other  agents or  representatives  (each,  a  "Representative")  to  directly or
indirectly,  solicit,  initiate or  participate in any  negotiations  regarding,
furnish any confidential  information in connection  with,  endorse or otherwise
cooperate  with,  or  assist,   participate  in  or  facilitate   (collectively,
"Solicitation Activities") the making of any proposal or offer for, or which may
reasonably be expected to lead to, a Potential  Transaction  (as defined below),
by any person,  corporation,  partnership or other entity or group,  including a
current shareholder of Bryan Common Stock or a person acting on behalf of or who
has been in contact with such a shareholder (a "Potential Acquiror");  provided,
however,  that to the extent the Board of  Directors of Bryan  believes,  on the
basis of a written  opinion  furnished by independent  legal  counsel,  that the
failure  to take any such  actions  would  constitute  a  breach  of  applicable
fiduciary duties of such Board of Directors,  then Bryan and its Representatives
may participate in Solicitation  Activities but only to the extent  necessary to
comply with such duties;  provided  further,  however,  that such  participation
shall only be in compliance with Section  5.02(b);  provided  further,  however,
that nothing  herein shall in any event prevent  Bryan's Board of Directors from
taking and disclosing to Bryan's  shareholders a position  contemplated  by Rule
14D-9 and 14e-2  promulgated  under the  Exchange Act with respect to any tender
offer or from making such other disclosures to Bryan's  shareholders,  which, in
either case,  based upon the advice of independent  legal counsel,  the Board in
its good faith  judgment  determines is required by the fiduciary  duties of the
Board of Directors under applicable law.

      (b) Bryan shall promptly inform Buyer,  in writing,  of the material terms
and conditions of any proposal or offer for, or which may reasonably be expected
to lead to, a Potential  Transaction  that it receives  and the  identity of the
Potential Acquiror and Bryan shall keep Buyer fully apprised of all developments
regarding such Potential  Transaction.  Such full apprising of all  developments
shall include providing Buyer with copies of all correspondence from or to Bryan
and the Potential Acquirer, including all attachments and enclosures.

      (c)  As  of  the  date  and  time  of  this   agreement   Bryan   and  its
Representatives  will immediately  cease and cause to be terminated any existing
activities,  discussions or negotiations with any parties other than Burnham and
Merger Sub conducted heretofore with respect to any Potential Transaction.

      (d) As used in this Agreement, "Potential Transaction" means any potential
merger,  consolidation  or other business  combination  involving  Bryan, or any
acquisition  in any manner of all or a substantial  portion of the equity of, or
all or a substantial portion of the assets of Bryan whether for cash, securities
or any other  consideration  or  combination  thereof other than pursuant to the
transactions contemplated by this Agreement.


                               31
<PAGE>


                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

      6.01 Access to Information; Confidentiality.

           (a) Bryan  shall,  throughout  the period from the date hereof to the
Effective Time, (i) provide Buyer and its Representatives with full access, upon
reasonable  prior notice and during  normal  business  hours,  to all  officers,
employees, agents and accountants of Bryan and its assets, properties, books and
records,  and (ii)  furnish  promptly to such persons (x) a copy of each report,
statement,  schedule and other  document  filed or received by Bryan pursuant to
the  requirements  of federal or state  securities or tax laws or filed with any
other  Governmental or Regulatory  Authority,  and (y) all other information and
data (including,  without limitation,  copies of Contracts,  Bryan Benefit Plans
and other books and records)  concerning the business and operations of Bryan or
its  Subsidiaries  as Buyer or its  Representatives  reasonably may request.  No
investigation   pursuant  to  this  paragraph  or  otherwise  shall  affect  any
representation  or warranty  contained in this Agreement or any condition to the
obligations of the parties hereto.

           (b)  Non-public  information  obtained  by Buyer  pursuant to Section
6.01(a)  shall be subject to the  provisions  of the  confidentiality  agreement
between Buyer and Bryan, dated June 18, 1998 (the "Confidentiality  Agreement"),
the terms of which are incorporated herein by reference.

      6.02 Preparation of Proxy Statement. Bryan shall prepare and file with the
SEC the Proxy  Statement  at the earliest  practicable  date after the Offer has
expired or terminated  (unless 90% or more of outstanding  Bryan Common Stock is
acquired by Merger Sub  pursuant to the Offer or Bryan Common Stock ceases to be
registered  under the Exchange Act in accordance with applicable law); and shall
use all reasonable efforts to have the Proxy Statement cleared by the SEC. If at
any time prior to the  Effective  Time any event shall occur that is required to
be set forth in an amendment of or a supplement  to the Proxy  Statement,  Bryan
shall  prepare  and file  with  the SEC such  amendment  or  supplement  as soon
thereafter  as is  reasonably  practicable.  Buyer,  Merger Sub and Bryan  shall
cooperate with each other in the preparation of the Proxy  Statement,  and Bryan
shall  promptly  notify  Buyer of the  receipt of any  comments  of the SEC with
respect to the Proxy  Statement and of any requests by the SEC for any amendment
or supplement thereto or for additional information,  and shall promptly provide
to Buyer copies of all  correspondence  between Bryan or any  representative  of
Bryan and the SEC with  respect to the Proxy  Statement.  Bryan shall give Buyer
and its counsel the  opportunity to review the Proxy Statement and all responses
to requests  for  additional  information  by and replies to comments of the SEC
before  their being filed with,  or sent to, the SEC. If the Proxy  Statement is
required to be filed with the SEC, each of Bryan, Buyer and Merger Sub agrees to
use all reasonable efforts, after consultation with the other parties hereto, to
respond  promptly to all such  comments of and  requests by the SEC and to cause
the Proxy  Statement to be mailed to the holders of Bryan Common Stock  entitled
to vote at the Shareholder Meeting at the earliest practicable time.

      6.03 Approval of  Shareholders.  (a) To the extent  required by applicable
law,  Bryan shall,  through its Board of Directors,  duly call,  give notice of,
convene  and hold the  Shareholder  Meeting  for the  purpose  of  voting on the
adoption of this Agreement (the "Shareholders'


                               32
<PAGE>


Approval") as soon as reasonably practicable after consummation of the Offer but
in any event prior to the 90th day after the date hereof (subject to unavoidable
delays in receiving  comments from the SEC staff or in considering and preparing
responses  to such  comments).  Except to the extent  legally  required  for the
discharge  of  its  fiduciary  duties  as  reflected  in a  written  opinion  of
independent legal counsel, Bryan shall, through its Board of Directors,  include
in the Proxy  Statement  the  recommendation  of the Board of Directors of Bryan
that the shareholders of Bryan adopt this Agreement and approve the Merger,  and
shall use all reasonable efforts to obtain such adoption and approval, including
utilizing a proxy  solicitation firm that is reasonably  acceptable to Buyer and
obtaining the opinion of McDonald & Company Securities,  Inc. to the effect that
the Merger  Price is fair to the holders of Bryan  Common Stock from a financial
point of view. At such meeting,  Buyer shall,  and shall cause its  Subsidiaries
to, cause all shares of Bryan Common  Stock,  if any, then owned by Buyer or any
such Subsidiary to be voted in favor of the adoption of this Agreement.

      (b) Not earlier  than five days,  and not later than three days,  prior to
the day of the  Shareholder  Meeting  (if such  Shareholder  Meeting is required
under  applicable law), Bryan shall provide a notice to Buyer stating the number
of Bryan Common Shares for which valid, executed proxies have been received with
directions  to vote such  shares in favor of the Merger.  Bryan shall  thereupon
promptly consult with Buyer and, if after such  consultation  Buyer so requests,
Bryan shall cause the  Shareholder  Meeting to be  adjourned  for such period as
Buyer shall request not to exceed thirty (30) days (or postponed to such date as
Buyer  shall  request,  which date shall not be more than thirty (30) days after
the  original  date of the  meeting)  to allow  the proxy  solicitation  firm to
continue to solicit proxies in favor of the Merger.  In such event,  Bryan shall
cooperate  with  Buyer  and the proxy  solicitation  firm to  attempt  to obtain
proxies  sufficient to result in approval of the Merger by the  shareholders  of
Bryan.

      (c) In the event that the approval and adoption of this  Agreement and the
Merger at the  Shareholder  Meeting  or any  adjournment  thereof  receives  the
affirmative  vote of less than 66- 2/3% of all shares  entitled to vote for such
approval,  then  Buyer  may in its  sole  discretion  (but  subject  to  Section
8.01(b)(ii))  require  Bryan to, and Bryan shall be  obligated  to,  through its
Board of  Directors,  duly  call,  give  notice  of,  convene  and hold a second
Shareholder Meeting for the purpose of voting on the adoption of this Agreement.
Such second Shareholder Meeting shall be held as soon as reasonably  practicable
after the date of the notice from Buyer to Bryan in which Buyer  notifies  Bryan
that Buyer  desires  Bryan to call a second  Shareholder  Meeting.  In the event
Buyer  determines a second  Shareholder  Meeting is appropriate,  then all other
provisions in this Agreement  relating to the Shareholder  Meeting shall be read
mutatis mutandis as applying to such second Shareholder Meeting.

      (d) If Buyer shall  directly or indirectly  acquire at least 90 percent of
the  outstanding  shares of Bryan Common  Stock,  each of Buyer,  Merger Sub and
Bryan shall take all necessary and  appropriate  action as Buyer may  reasonably
request to cause the Merger to become effective as promptly as practicable after
the consummation of the Offer without a meeting of holders of Bryan Common Stock
in accordance with Section 53-14-5 of the NMBCA.

      6.04 Regulatory and Other Approvals. Subject to the terms
and conditions of this Agreement and without limiting the
provisions of Sections 6.02 and 6.03, each of Bryan and Buyer
will proceed diligently and in good faith and will use all
commercially reasonable efforts


                               33
<PAGE>


to do, or cause to be done,  all things  necessary,  proper or advisable  to, as
promptly as practicable,  (a) obtain all consents, approvals or actions of, make
all filings with and give all notices to Governmental or Regulatory  Authorities
or any other public or private third parties required of Buyer,  Bryan or any of
their  Subsidiaries to consummate the Merger and the other matters  contemplated
hereby,  and (b)  provide  such other  information  and  communications  to such
Governmental or Regulatory  Authorities or other public or private third parties
as the other  party or such  Governmental  or  Regulatory  Authorities  or other
public or private third parties may reasonably  request.  In addition to and not
in limitation of the  foregoing,  (i) each of the parties will (x) take promptly
all actions  necessary to make the filings  required of Buyer and Bryan or their
affiliates  under the HSR Act, (y) comply at the earliest  practicable date with
any request for additional  information received by such party or its affiliates
from the Federal Trade  Commission (the "FTC") or the Antitrust  Division of the
Department of Justice (the  "Antitrust  Division")  pursuant to the HSR Act, and
(z) cooperate with the other party in connection with such party's filings under
the HSR Act and in connection with resolving any  investigation or other inquiry
concerning  the  Merger  or the other  matters  contemplated  by this  Agreement
commenced  by  either  the FTC or the  Antitrust  Division  or  state  attorneys
general.

      6.05 Employees.

           (a) Buyer  confirms  that the  Surviving  Corporation  will  honor in
accordance  with their  respective  provisions the existing  agreements  between
Bryan and each of Messrs. Bishop, McVay,  Holmquist,  Krauskopf,  Kubly, Minard,
Mitting,  McCune  and Sturch  (collectively,  "Senior  Management  Agreements"),
copies of which Bryan has heretofore delivered to Buyer. Further, Buyer confirms
that it will cause the Surviving  Corporation to pay to each of such persons the
Transaction Bonus contemplated in the applicable Senior Management Agreement, in
the installments and at the times specified therein, irrespective of whether the
Merger is deemed  to have been  supported  or  sponsored  by  management  or any
management group.

           (b) The Surviving Corporation will honor all existing union contracts
and all other  existing  agreements  between Bryan and its employees  which have
heretofore been disclosed to Buyer.

      6.06  Expenses.  Subject to  Section  6.14 and to  remedies  in respect of
breach of the provisions hereof, if the Merger is not consummated, all costs and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated  hereby shall be paid by the party  incurring such cost or expense.
If the Merger is consummated, Bryan's Transaction Costs (as defined below) shall
be paid by Bryan, by the Surviving Corporation and/or by Buyer without reduction
of  the  per-share   amount   payable  to  Bryan   shareholders   under  Section
2.01(a)(iii).   As  used   herein,   "Bryan's   Transaction   Costs"  means  all
out-of-pocket  costs reasonably  incurred by Bryan or any of its Subsidiaries on
or after July 1, 1998 in connection  with the potential and actual sale of Bryan
and its Subsidiaries,  including without limitation (i) the fees and expenses of
McDonald & Company Securities, Inc., (ii) the fees and expenses of Goelzer & Co.
Inc., (iii) legal fees and expenses,  (iv) expenses for  environmental  reports,
(v) expenses for title reports,  (vi) expenses for proxy  solicitation  and fees
and expenses of the Exchange  Agent,  and (viii) filing fees in connection  with
compliance  with  securities and antitrust laws.  Bryan's  Transaction  Expenses
shall not include (a) any  amounts  payable or paid to senior  managers of Bryan
under the Senior  Management  Agreements  by virtue of the  consummation  of the
Merger


                               34
<PAGE>


(Buyer having agreed  separately to cause the Surviving  Corporation to pay such
amounts in  addition  to all other  consideration  for the  Merger),  or (b) any
expenses incurred by Buyer or Merger Sub with respect to the Offer.

      6.07 Brokers or Finders. Each of Buyer and Bryan represents,  as to itself
and its Affiliates,  that no agent, broker, investment banker, financial advisor
or other firm or person is or will be entitled to any  broker's or finder's  fee
or  any  other  commission  or  similar  fee  in  connection  with  any  of  the
transactions  contemplated by this Agreement,  except, in the case of Bryan, for
McDonald & Company  Securities,  Inc. and Goelzer & Co.,  Inc. True and complete
copies of Bryan's  agreements  with such firms have been  delivered  by Bryan to
Buyer prior to the execution of this Agreement.

      6.08  Notice  and  Cure.  Each of Buyer and Bryan  will  notify  the other
promptly in writing of, and  contemporaneously  will provide the other with true
and complete  copies of any and all  information  or documents  relating to, and
will use all  commercially  reasonable  efforts to cure before the Closing,  any
event,  transaction or circumstance occurring or not occurring after the date of
this  Agreement  that causes or will cause or is likely to cause any covenant or
agreement  of Buyer or Bryan,  as the case may be,  under this  Agreement  to be
breached or that renders or will render untrue  (disregarding any limitations as
to materiality as may be contained  therein) any  representation  or warranty of
Buyer or Bryan,  as the case may be,  contained in this Agreement as if the same
were made on or as of the date of such event, transaction or circumstance.  Each
of Buyer and Bryan also will  notify the other  promptly in writing of, and will
use  all  commercially  reasonable  efforts  to cure  before  the  Closing,  any
violation or breach of any representation,  warranty, covenant or agreement made
by Buyer or Bryan, as the case may be, in this Agreement,  whether  occurring or
arising  prior  to,  on or after the date of this  Agreement.  No  notice  given
pursuant  to  this  Section  shall  have  any  effect  on  the  representations,
warranties,  covenants or agreements contained in this Agreement for purposes of
determining satisfaction of any condition contained herein and such notice shall
not limit or  otherwise  affect the  remedies  available  hereunder to the party
receiving such notice.

      6.09  Fulfillment  of  Conditions.  Subject to the terms and conditions of
this  Agreement,  each of Buyer  and  Bryan  will  take or cause to be taken all
commercially  reasonable steps necessary or desirable and proceed diligently and
in good faith to satisfy each condition to the other's obligations  contained in
this  Agreement  and  to  consummate   and  make   effective  the   transactions
contemplated  by this  Agreement,  and neither  Buyer nor Bryan  will,  nor will
either permit any of its  Subsidiaries  to, take or fail to take any action that
could  be  reasonably  expected  to  result  in the  nonfulfillment  of any such
condition.

      6.10 Indemnification; Directors' and Officers' Insurance.

           (a) Until the fourth  anniversary  of the  Effective  Time (and until
resolution  of any  claims  asserted  prior  to such  fourth  anniversary),  the
Surviving  Corporation  shall,  to the  extent  allowed by law and to the extent
currently  provided  in the  By-laws and  Articles  of  Incorporation  of Bryan,
indemnify, defend and hold harmless each person who is as of the date hereof, or
has been at any time prior to the date hereof, a director or officer of Bryan or
any of its  Subsidiaries  (the  "Indemnified  Parties")  against (i) all losses,
claims, damages,  costs, expenses,  liabilities or judgments or amounts that are
paid in settlement of or in connection with any claim,


                               35
<PAGE>


action,  suit,  proceeding  or  investigation  based  in  whole or in part on or
arising  in  whole  or in part  out of the fact  that  such  person  is or was a
director or officer of Bryan or any Subsidiary of Bryan,  whether  pertaining to
any matter  existing or occurring at or prior to the Effective  Time and whether
asserted or claimed prior to, or at or after,  the Effective Time  ("Indemnified
Liabilities") and (ii) all Indemnified Liabilities based in whole or in part on,
or arising in whole or in part out of, or  pertaining  to this  Agreement or the
transactions  contemplated  hereby,  in each case to the full extent Bryan would
have been  permitted  under New Mexico law to indemnify such person (and subject
to the foregoing,  the Surviving  Corporation  shall, in the event the Surviving
Corporation  determines in its reasonable  discretion  that such person would be
entitled  to  indemnification  hereunder,  pay  expenses in advance of the final
disposition  of any  such  action  or  proceeding  to  each  Indemnified  Party;
provided,  however,  that the  person to whom the  expenses  are  advanced  must
provide an undertaking  (without  delivering a bond or other  security) to repay
such advance if it is ultimately  determined that such person is not entitled to
indemnification as provided in Section 53-11-4.1 of the NMBCA). Without limiting
the  foregoing,  in the  event  any such  claim,  action,  suit,  proceeding  or
investigation is brought against any Indemnified Parties (whether arising before
or after the  Effective  Time),  (i) any  counsel  retained  by the  Indemnified
Parties for any period after the Effective Time shall be reasonably satisfactory
to the  Surviving  Corporation;  (ii) after the  Effective  Time,  the Surviving
Corporation  shall pay all reasonable  fees and expenses of such counsel for the
Indemnified  Parties promptly as statements  therefor are received as heretofore
provided; and (iii) after the Effective Time, the Surviving Corporation will use
all  reasonable  efforts  to  assist in the  vigorous  defense  of such  matter,
provided that the Surviving  Corporation  shall not be liable for any settlement
of any claim effected without its written consent, which consent, however, shall
not  be  unreasonably   withheld.   Any  Indemnified   Party  wishing  to  claim
indemnification  under this  Section  6.10,  upon  learning  of any such  claim,
action,   suit,   proceeding  or  investigation,   shall  notify  the  Surviving
Corporation  (but the failure so to notify the Surviving  Corporation  shall not
relieve it from any  liability  which it may have under this Section 6.10 except
to the extent such failure  prejudices  the  Surviving  Corporation),  and shall
deliver to the Surviving  Corporation the undertaking,  if any,  required by the
NMBCA or this Agreement.  The Surviving Corporation shall be liable for the fees
and expenses  hereunder  with respect to only one law firm, in addition to local
counsel in each applicable jurisdiction, to represent the Indemnified Parties as
a group with  respect to each such  matter  unless  there is,  under  applicable
standards of professional  conduct,  a conflict between the positions of any two
or more Indemnified  Parties that would preclude or render  inadvisable joint or
multiple representation of such parties.

           (b)  For a  period  of four  years  after  the  Effective  Time,  the
Surviving  Corporation  shall  cause to be  maintained  in  effect  the  current
policies of directors'  and officers'  liability  insurance  maintained by Bryan
(provided that the Surviving  Corporation may substitute therefor other policies
of at least the same coverage and amounts  containing terms and conditions which
are no less  advantageous)  with respect to claims  arising from facts or events
which occurred  before or at the Effective  Time;  provided,  however,  that the
Surviving Corporation shall not be obligated to make annual premium payments for
such  insurance to the extent such premiums  exceed 125% of the premiums paid as
of the date hereof by Bryan for such insurance ("Bryan's Current Premium"),  and
if such  premiums  for such  insurance  would at any time exceed 125% of Bryan's
Current  Premium,  then the Surviving  Corporation  shall cause to be maintained
policies  of  insurance  which,  in  the  Surviving   Corporation's  good  faith
determination,


                               36
<PAGE>


provided the maximum  coverage  available at an annual  premium equal to 125% of
Bryan's  Current  Premium.  Notwithstanding  anything to the contrary  contained
elsewhere  herein,  the Surviving  Corporation's  indemnity  agreement set forth
above in Section  6.10(a)  shall be limited to cover  claims  only to the extent
that those claims are not covered under Bryan's current directors' and officers'
insurance  policies and the  continuation or maintenance  thereof as required by
this  Section  6.10(b) (or any  substitute  policies  permitted  by this Section
6.10(b)).

           (c) In the  event  Buyer  or any of its  successors  or  assigns  (i)
consolidates  with  or  merges  into  any  other  person  and  shall  not be the
continuing or surviving corporation or entity of such consolidation or merger or
(ii) transfers or conveys all or substantially  all of its properties and assets
to any person,  then,  and in each such case,  to the extent  necessary,  proper
provision  shall be made so that the  successors and assigns of Buyer assume the
obligations set forth in this section.

           (d) The  provisions  of this  Section 6.10 (i) are intended to be for
the benefit of, and shall be enforceable by, each  Indemnified  Party, his heirs
and his  representatives  and (ii) are in addition  to, and not in  substitution
for, any other rights to  indemnification  or contribution  that any such person
may have by contract or otherwise.

      6.11  Retention of Bryan Name.  Until the 10th  anniversary of the Closing
Date, Buyer shall cause the name of the Surviving  Corporation to continue to be
"Bryan Steam  Corporation",  unless, due to a change in circumstances  after the
Closing, such continuation shall be, in the opinion of the Board of Directors of
the  Surviving  Corporation  at any  time,  materially  adverse  to Buyer or the
Surviving Corporation.

      6.12  Takeover  Laws.  Bryan  shall,  upon the request of Buyer,  take all
reasonable steps to exclude the  applicability of, or to assist in any challenge
by Buyer or the Merger Sub of the  validity or  applicability  to the Merger of,
any Takeover Laws. As used herein,  "Takeover Laws" shall mean any "moratorium",
"control share acquisition",  "business combination", "fair price" or other form
of antitakeover  laws and regulations of any jurisdiction that may purport to be
applicable to this Agreement or the Merger.

      6.13 Subsequent Financial Statements. Until the Effective Time, Bryan will
timely file with the SEC each form,  report and document required to be filed by
Bryan under the Exchange Act and will  promptly  deliver to Buyer copies of each
such  report  filed with the SEC.  As of their  respective  dates,  none of such
reports shall contain any untrue statement of a material fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The audited consolidated financial statements and unaudited interim
financial  statements  of Bryan  included in such  reports  shall be prepared in
accordance  with GAAP applied on a consistent  basis (except as may be indicated
in the notes thereto) and shall fairly  present the financial  position of Bryan
and its Subsidiaries as at the dates thereof and the results of their operations
and changes in financial position for the periods then ended.

      6.14 Termination Fee; Expenses. (a) In the event that this
Agreement is terminated as a result of the occurrence of any
Trigger Event (as defined below), then Bryan shall pay to Buyer a
fee equal to 1.5% of the Purchase Price plus all Reimbursable
Expenses (as defined in Section


                               37
<PAGE>


6.14(d));  provided, however, that if such termination is solely attributable to
events  described in clause (iii) or (iv) of the  definition  of Trigger  Event,
then Bryan shall pay to Buyer all Reimbursable  Expenses (but not the 1.5% fee).
Amounts due hereunder  shall be payable in  immediately  available  funds at the
time of such termination.

      (b) As used herein, "Trigger Event" shall mean the
occurrence of any of the following:

                (i) the Board of Directors of Bryan (or any  committee  thereof)
shall  approve,  recommend,  authorize,  propose  or  facilitate  any  potential
Acquisition  Transaction  (as defined below) other than the Offer and the Merger
pursuant to this Agreement,  or such Board (or any such committee)  shall engage
in discussions or negotiations with a potential counterparty concerning any such
potential Acquisition  Transaction,  or such Board (or any such committee) shall
publicly announce its intention to do any of the foregoing;

                (ii) the Board of Directors of Bryan (or any committee  thereof)
shall fail to recommend the Offer and the Merger to stockholders of Bryan in the
Schedule  14D-9 or proxy  statement  required  by this  Agreement  or within two
business days following  Buyer's request from time to time that Bryan so confirm
its  recommendation  of the Offer  and the  Merger,  or such  Board (or any such
committee)  shall  withdraw,  modify or amend in any manner adverse to Buyer the
authorization,   approval  or  recommendation  given  by  such  Board  (or  such
committee) to the Offer and the Merger,  or shall publicly announce that it does
not favor the Offer or the Merger;

                (iii) the  shareholders of Bryan holding at least 66-2/3% of the
outstanding  shares of Bryan  Common  Stock  shall fail to approve the Merger in
accordance with applicable law at the Shareholder Meeting, or if the Shareholder
Meeting shall not be held on or prior to December 31, 1998; or

                (iv) any  person,  entity  or  "group"  (as that term is used in
Section  13(d)(e) of the Exchange Act),  other than those  shareholders who have
executed and delivered  Irrevocable  Proxy and Option Agreements as described in
the recitals to this Agreement, becomes the beneficial owner (as defined in Rule
13d-3  promulgated  under the Exchange Act) of 15% or more of outstanding  Bryan
Common Stock.

      (c) As used herein,  "Acquisition Transaction" shall mean any tender offer
or  exchange  offer,  any  merger,  consolidation,   liquidation,   dissolution,
recapitalization, reorganization or other business combination, any acquisition,
sale or other  disposition  of a material  amount of assets or securities or any
other  similar  transaction  involving  Bryan,  its  securities  or  any  of its
Subsidiaries or divisions.

      (d) As used herein, "Buyer Reimbursable  Expenses" means all out-of-pocket
costs  (including  without  limitation  reasonable  legal and accounting  costs)
heretofore and hereafter  incurred by Buyer in connection with the  transactions
contemplated by this Agreement including, without limitation, costs and expenses
incurred in connection with (i) Buyer's due diligence investigations  concerning
Bryan and its  Subsidiaries,  (ii) Buyer's  preparation of preliminary and final
proposals  relating to the  acquisition of Bryan,  (iii) Buyer's  negotiation of
this  Agreement,  (iv)  Buyer's  assistance  in the  preparation  of  the  proxy
statement relating to the Merger, (v) fees


                               38
<PAGE>


and  expenses  of the  Exchange  Agent,  and (vi) fees and  expenses  reasonably
incurred so as to facilitate and promote consummation of the Merger.


                                   ARTICLE VII

                                   CONDITIONS

      7.01  Conditions  to Each  Party's  Obligation  to Effect the Merger.  The
respective  obligation  of each  party to effect  the  Merger is  subject to the
fulfillment, at or prior to the Closing, of each of the following conditions:

           (a)  Shareholder  Approval.   This  Agreement  and  the  transactions
contemplated  hereby  shall have been  approved by Bryan's  shareholders  in the
manner  and to the  extent  required  by  applicable  law  and the  Articles  of
Incorporation and By-laws of Bryan.

           (b)  HSR  Act.  Any  waiting  period  (and  any  extension   thereof)
applicable  to the  consummation  of the  Merger  under the HSR Act  shall  have
expired or been terminated.

           (c) No Injunctions or  Restraints.  No action or proceeding  before a
court of competent  jurisdiction  or other  competent  governmental  body by any
Governmental or Regulatory Authority shall have been instituted or threatened to
make illegal or otherwise restrain or prohibit (whether temporarily, preliminary
or  permanently)  the  Merger or the  other  transactions  contemplated  by this
Agreement  or to  obtain  an  amount  of  damages  or other  material  relief in
connection with the execution of the Agreement or the consummation of the Merger
or other transactions contemplated by this Agreement; and no governmental agency
shall have given notice to any party hereto to the effect that  consummation  of
the  Merger or the  other  transactions  contemplated  by this  Agreement  would
constitute a violation of any law or that it intends to commence  proceedings to
restrain consummation of the Merger (each party hereto,  however,  agrees to use
reasonable efforts promptly to have such prohibition or notice lifted).

           (d) Board  Resolutions.  Each of  Merger  Sub and  Bryan  shall  have
received  from the  other  appropriately  certified  copies  of all  resolutions
adopted by their  respective  Boards of Directors and shareholders in connection
with this Agreement and the transactions contemplated hereby.

      7.02  Conditions  to  Obligation  of Buyer and  Merger  Sub to Effect  the
Merger.  The  obligation of Buyer and Merger Sub to effect the Merger is further
subject to the fulfillment, at or prior to the Closing, of each of the following
additional  conditions (all or any of which may be waived in whole or in part by
Buyer and Merger Sub in their sole discretion):

           (a) Bryan shall have  performed  and complied  with,  in all material
respects, each agreement,  covenant and obligation required by this Agreement to
be so performed or complied with by Bryan at or prior to the Closing,  and Bryan
shall have delivered to Buyer a certificate, dated the Closing Date and executed
on behalf of Bryan by its President, to such effect.


                               39
<PAGE>


           (b) All  proceedings  to be taken on the part of Bryan in  connection
with the transactions  contemplated by this Agreement and all documents incident
thereto shall be  reasonably  satisfactory  in form and substance to Buyer,  and
Buyer shall have received  copies of all such  documents and other  evidences as
Buyer may  reasonably  request in order to establish  the  consummation  of such
transactions  and the taking of all  proceedings in connection  therewith.  Such
documents shall include, but shall not be limited to:

                (i)  the certificates required by Section 7.02(a)
of this Agreement;

                (ii) a certificate of existence or good standing  regarding each
of Bryan and its Subsidiaries,  certified in the case of Bryan by the New Mexico
Corporation  Commission  and  certified in the case of Wendland and Memco by the
appropriate  office of the  jurisdiction of its respective  incorporation,  each
dated within ten (10) business days of the Closing Date; and

                (iii) an incumbency certificate certifying the
identity of the officers of Bryan.

                (iv) the  resignations,  effective  the  Closing  Date,  of such
directors  and  officers of Bryan,  Wendland  and Memco as Buyer  shall  specify
consistent with Section 1.05;

           (c) Buyer shall have received a complete list of the  signatories  of
each account or safe deposit box of Bryan, Wendland and Memco;

           (d) Bryan shall not have  received  written  objections to the Merger
from holders who in the aggregate hold more than 10% of the  outstanding  shares
of Bryan Common Stock, and Bryan shall not have knowledge that holders of 10% or
more of the  outstanding  shares of Bryan Common Stock intend to file with Bryan
written objections to the Merger.

           (e) Bryan shall have delivered to Buyer a final accounting of Bryan's
Transaction Expenses, in form reasonably satisfactory to Buyer, including copies
of applicable final invoices;

           (f)  Other  than  the  filings  provided  for by  Section  1.02,  all
consents,  approvals and actions of filings with and notices to any Governmental
or Regulatory  Authority or any other public or private third party  required of
Bryan  or any of its  Subsidiaries  to  consummate  the  Merger  and  the  other
transactions  contemplated  hereby, the failure of which to be obtained or taken
could,  individually  or in the  aggregate,  be  reasonably  expected  to have a
material adverse effect on Bryan and its Subsidiaries or on the ability of Bryan
to consummate the transactions contemplated hereby shall have been obtained, all
in form and  substance  reasonably  satisfactory  to Buyer and no such  consent,
approval or action shall contain any term or condition which could be reasonably
expected  to result in a material  diminution  of the  benefits of the Merger to
Buyer.

      7.03  Conditions  to  Obligation  of  Bryan  to  Effect  the  Merger.  The
obligation of Bryan to effect the Merger is further subject to the  fulfillment,
at or prior to the Closing, of each of the following additional  conditions (all
or any of  which  may be  waived  in  whole  or in part  by  Bryan  in its  sole
discretion):


                               40
<PAGE>


           (a) Each of the  representations  and  warranties  made by Buyer  and
Merger Sub in this Agreement shall be true and correct in all material  respects
as of the Closing  Date as though made on and as of the Closing  Date or, in the
case of representations  and warranties made as of a specified date earlier than
the Closing Date, on and as of such earlier date, and Buyer and Merger Sub shall
each have delivered to Bryan a certificate,  dated the Closing Date and executed
on  behalf  of  Buyer  by its  President  and on  behalf  of  Merger  Sub by its
President, to such effect.

           (b) Buyer and Merger Sub shall have  performed and complied  with, in
all material respects, each agreement,  covenant and obligation required by this
Agreement to be so performed or complied with by Buyer or Merger Sub at or prior
to the  Closing,  and Buyer and Merger Sub shall each have  delivered to Bryan a
certificate,  dated  the  Closing  Date and  executed  on behalf of Buyer by its
President and on behalf of Merger Sub by its President, to such effect.

           (c) Bryan  shall  have  received a written  opinion,  dated as of the
Closing Date,  from Krieg,  Devault,  Alexander & Capehart,  Indiana  counsel to
Buyer and Merger  Sub,  from  Cleary,  Gottlieb,  Steen & Hamilton  and/or  from
Buyer's New Mexico  counsel,  as appropriate,  in form and substance  reasonably
satisfactory  to Bryan, as to certain  appropriate  matters agreed upon by legal
counsel of Buyer and Merger Sub and of Bryan.

           (d) All  proceedings  to be taken on the part of Buyer and Merger Sub
in  connection  with the  transactions  contemplated  by this  Agreement and all
documents  incident  thereto  shall  be  reasonably  satisfactory  in  form  and
substance to Bryan,  and Bryan shall have received  copies of all such documents
and other  evidences as Bryan may  reasonably  request in order to establish the
consummation  of  such  transactions  and  the  taking  of  all  proceedings  in
connection therewith. Such documents shall include, but shall not be limited to:

                (i) the certificates required by Section 7.03(a)
and 7.03(b) of this Agreement;

                (ii)  certificates of existence or good standing  regarding each
of Buyer and Merger Sub,  certified  by the New York  Secretary of State and the
New Mexico State  Corporation  Commission,  respectively,  dated within ten (10)
business days of the Closing Date; and

                (iii)  incumbency  certificates  certifying  the identity of the
officers of Buyer and Merger Sub, respectively.

           (e) The Exchange  Fund shall have been funded with the full amount of
the Merger Price for all outstanding shares of the Bryan Common Stock.


                                  ARTICLE VIII

                 TERMINATION, AMENDMENT AND WAIVER

      8.01 Termination.  This Agreement may be terminated,  and the transactions
contemplated  hereby may be abandoned,  at any time prior to the Effective Time,
whether prior to or after Shareholders' Approval:


                               41
<PAGE>


           (a) by mutual written agreement of the parties hereto duly authorized
by action taken by or on behalf of their respective Boards of Directors;

           (b) by either Bryan or Buyer upon notification to the
non-terminating party by the terminating party:

                (i) at any time after  January 31, 1999 if the Merger  shall not
have been  consummated  on or prior to such date and such failure to  consummate
the Merger is not caused by a breach of this Agreement by the terminating party;
provided,  however, the date may be extended  indefinitely by the mutual written
agreement of the parties;

                (ii) if Shareholders' Approval shall not be
obtained by January 31, 1999;

                (iii) if any Governmental or Regulatory Authority, the taking of
action by which is a condition  to the  obligations  of either Bryan or Buyer to
consummate the transactions  contemplated  hereby,  shall have determined not to
take such action and all appeals of such determination shall have been taken and
have been unsuccessful; or

                (iv) if any court of competent  jurisdiction  or other competent
Governmental  or Regulatory  Authority shall have issued an Order making illegal
or otherwise  restricting,  preventing or prohibiting  the Merger and such Order
shall have become final and nonappealable.

           (c) by  Bryan,  if (1)  Merger  Sub  fails to  commence  the Offer as
provided  in Section  A-1.01 or fails to  purchase  validly  tendered  Shares in
violation  of the  terms of the  Offer or this  Agreement;  (2) there has been a
breach by Buyer or Merger Sub of any  representation  or warranty  contained  in
this Agreement,  or (3) there has been a material breach of any of the covenants
or  agreements  set forth in this  Agreement on the part of Buyer or Merger Sub,
which  breach is not curable or, if curable,  is not cured  within ten (10) days
after written notice of such breach is given by Bryan to Buyer or Merger Sub.

           (d) by Buyer,  if (1) the Offer is terminated or withdrawn on account
of the failure to be fulfilled of a condition  specified in Annex A hereto,  (2)
there has been a breach by Bryan of any  representation or warranty contained in
this  Agreement or (3) there has been a material  breach of any of the covenants
or agreements set forth in this Agreement on the part of Bryan,  which breach is
not  curable  or, if curable,  is not cured  within ten (10) days after  written
notice of such breach is given by Buyer to Bryan.

           (e) by Buyer if a Trigger Event occurs.

      8.02 Effect of  Termination.  If this  Agreement is validly  terminated by
either Bryan or Buyer  pursuant to Section 8.01,  this  Agreement will forthwith
become null and void and there will be no liability or obligation on the part of
either  Bryan  or  Buyer  (or  any  of  their  respective   Representatives   or
affiliates),  except (i) that the provisions of Sections 6.01(b), 6.06, 6.07 and
6.14  will  continue  to apply  following  any such  termination,  and (ii) that
nothing  contained  herein shall relieve any party hereto from liability for any
breach of its representations,  warranties, covenants or agreements contained in
this Agreement; provided however, that no breach of this


                               42
<PAGE>


Agreement  by Bryan  shall be deemed to have  occurred  if such  termination  is
solely  due  to  the  occurrence  of a  Trigger  Event  described  in  paragraph
6.14(b)(i) or  6.14(b)(ii),  to the extent that such Trigger Event arose because
action was taken by the Board of Directors  of Bryan based upon the belief,  and
supported by a written opinion furnished by independent legal counsel,  that the
failure to take such action would  constitute  a breach of  fiduciary  duties of
such Board of Directors under applicable law.

      8.03 Amendment. This Agreement may be amended, supplemented or modified by
the parties hereto at any time prior to the Effective Time,  whether prior to or
after  adoption of this  Agreement at the  Shareholder  Meeting,  but after such
adoption  only to the extent  permitted by  applicable  law. No such  amendment,
supplement  or  modification  shall be  effective  unless set forth in a written
instrument duly executed by or on behalf of each party hereto.

      8.04 Waiver.  At any time prior to the Effective Time any party hereto may
to the  extent  permitted  by  applicable  law  (i)  extend  the  time  for  the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the  representations  and warranties of the other
parties hereto contained herein or in any document  delivered pursuant hereto or
(iii) waive  compliance  with any of the covenants,  agreements or conditions of
the other parties hereto contained  herein. No such extension or waiver shall be
effective unless set forth in a written instrument duly executed by or on behalf
of the party extending the time of performance or waiving any such inaccuracy or
noncompliance.  No  waiver  by any  party  of any  term  or  condition  of  this
Agreement, in any one or more instances, shall be deemed to be or construed as a
waiver of the same or any  other  term or  condition  of this  Agreement  on any
future occasion.


                                   ARTICLE IX

                               GENERAL PROVISIONS

      9.01   Non-Survival   of   Representations,   Warranties,   Covenants  and
Agreements. None of the representations, warranties, covenants and agreements in
this  Agreement  or in any  instrument  delivered  pursuant  to this  Agreement,
including  any  rights  arising  out  of any  breach  of  such  representations,
warranties,  covenants, and agreements, shall survive the Effective Time, except
for those  covenants and agreements  contained  herein and therein that by their
terms apply or are to be performed in whole or in part after the Effective Time.

      9.02  Knowledge.  An individual  will be deemed to have  "knowledge"  of a
particular  fact or other matter if such  individual  is actually  aware of such
fact or other matter.  Whenever a provision of this Agreement is qualified as to
"the best knowledge of" or "to the knowledge of" Bryan or Buyer, or is qualified
with words of similar meaning,  then the current officers,  directors and senior
management of such entity shall be deemed to have conducted a reasonable inquiry
into the question at hand.  The entity will be deemed to have  "knowledge"  of a
particular fact or other matter if (i) any individual who is serving, or who has
at any time served,  as a director,  officer,  senior manager or trustee of such
person (or in any similar  capacity) has, or at any time had,  knowledge of such
fact or other matter,  or (ii) such individual  would have had such knowledge if
such a reasonable inquiry had been conducted.


                               43
<PAGE>


      9.03 Notices.  All notices,  requests and other  communications  hereunder
must be in writing and will be deemed to have been duly given only if  delivered
personally or by facsimile  transmission or mailed (first class postage prepaid)
to the parties at the following addresses or facsimile numbers:

      If to Buyer or Merger Sub, to:

           Burnham Corporation
           1241 Harrisburg Pike
           Lancaster, PA  17603
           Attn: Albert Morrison III, President and CEO
           Facsimile No.: (717) 293-5816

      with a copy to:

           Cleary, Gottlieb, Steen & Hamilton
           One Liberty Plaza
           New York, New York 10006
           Attn: Donald A. Stern, Esquire
           Facsimile No.: (212) 225-3999

     If to Bryan, to:

           Bryan Steam Corporation
           Post Office Box 27
           Peru, Indiana 46970
           Facsimile No.: (765) 473-6651
           Attn: Albert J. Bishop, Chairman


     with a copy to:

           Barnes & Thornburg
           11 South Meridian Street
           Indianapolis, Indiana 46204
           Facsimile No.: (317) 231-7433
           Attn: Eric R. Moy, Esquire

All such  notices,  requests  and  other  communications  will (i) if  delivered
personally  to the  address as provided in this  Section,  be deemed  given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section,  be deemed given upon receipt,  and (iii) if delivered
by mail in the  manner  described  above  to the  address  as  provided  in this
Section,  be deemed given upon receipt (in each case  regardless of whether such
notice, request or other communication is received by any other person to whom a
copy of such notice is to be delivered pursuant to this Section). Any party from
time to time may change its address,  facsimile number or other  information for
the purpose of notices to that party by giving notice  specifying such change to
the other parties hereto.


                               44
<PAGE>


      9.04  Entire  Agreement.  Except  for the  Confidentiality  Agreement  (as
defined  in Section  6.01(b)),  which  shall  remain in full force and effect as
provided therein, this Agreement supersedes all prior discussions and agreements
among the parties  hereto with respect to the subject  matter hereof and thereof
and contains the sole and entire agreement among the parties hereto with respect
to the subject matter hereof and thereof.

      9.05  Public  Announcements.  Except as  otherwise  required by law or the
rules of any applicable  securities  exchange or national market system, so long
as this  Agreement is in effect (until the  Closing),  Buyer and Bryan will not,
and will not permit any of their respective  Representatives  to, issue or cause
the publication of any press release or make any other public  announcement with
respect to the transactions  contemplated by this Agreement  without the consent
of the other party, which consent shall not be unreasonably withheld.  Buyer and
Bryan will cooperate with each other in the development and  distribution of all
press releases and other public announcements  (including  announcements made to
the employees, managers, customers, suppliers and sales representatives of Bryan
and  its  Subsidiaries  and  including  any  interested   community  members  or
governmental  officials)  with respect to this  Agreement  and the  transactions
contemplated hereby, and will furnish the other with drafts of any such releases
and announcements as far in advance as practicable.

      9.06 No Third Party Beneficiaries.  Other than the Indemnified Parties (as
defined  in  Section  6.10),  the terms and  provisions  of this  Agreement  are
intended  solely  for the  benefit of each  party  hereto  and their  respective
successors  or permitted  assigns and it is not the  intention of the parties to
confer third party beneficiary rights upon any other person.

      9.07 No Assignment,  Binding Effect. Neither this Agreement nor any right,
interest or obligation hereunder may be assigned by any party hereto without the
prior written  consent of the other parties hereto and any attempt to do so will
be void, except that Buyer and Merger Sub may assign any or all of their rights,
interests and obligations  hereunder to another direct or indirect  wholly-owned
Subsidiary of Buyer,  provided that any such Subsidiary  agrees in writing to be
bound by all of the terms,  conditions and provisions contained herein.  Subject
to the preceding sentence, this Agreement is binding upon, inures to the benefit
of and is enforceable by the parties hereto and their respective  successors and
assigns.

      9.08 Headings.  The headings used in this Agreement have been inserted for
convenience of reference only and do not define or limit the provisions hereof.

      9.09 Invalid Provisions.  If any provision of this Agreement is held to be
illegal,  invalid or  unenforceable  under any present or future law, and if the
rights or  obligations  of any party  hereto  under this  Agreement  will not be
materially  and adversely  affected  thereby,  (i) such  provision will be fully
severable,  (ii)  this  Agreement  will be  construed  and  enforced  as if such
illegal,  invalid or unenforceable  provision had never comprised a part hereof,
(iii) the remaining provisions,  of this Agreement will remain in full force and
effect and will not be affected by the legal, invalid or unenforceable provision
or by its  severance  herefrom  and  (iv) in lieu of such  illegal,  invalid  or
unenforceable  provision,  there will be added  automatically  as a part of this
Agreement a legal,  valid and enforceable  provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible.


                               45
<PAGE>


      9.10 Governing  Law. This Agreement  shall be governed by and construed in
accordance  with  the laws of the  State of  Indiana  applicable  to a  contract
executed and performed in such State  without  giving effect to the conflicts of
laws principles thereof, except to the extent that the NMBCA, the Securities Act
and the Exchange Act shall apply to the transactions contemplated herein.

      9.11  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of  which  will be  deemed  an  original,  but all of  which
together will  constitute  one and the same  instrument.  Each  counterpart  may
consist of a number of copies  hereof each signed by less than all, but together
signed by all of the parties hereto.

      9.12  Interpretation.  In this  Agreement,  unless the  context  otherwise
requires, words describing the singular number shall include the plural and vice
versa,  and words  denoting  any gender  shall  include  all  genders  and words
denoting  natural persons shall include  corporations  and partnerships and vice
versa and the words  "include,"  "including" and the like shall be deemed not to
be limiting.

      9.13 Incorporation of Exhibits. The Exhibits and Schedules attached hereto
and referred to herein are hereby incorporated herein and made a part hereof for
all purposes as if fully set forth herein.

      9.14 Enforcement of Agreement;  Injunctive Relief.  (a) Buyer,  Merger Sub
and  Bryan  hereby  irrevocably  and  unconditionally  consent  to submit to the
exclusive  jurisdiction  of the United  States  District  Court for the Southern
District of Indiana, Indianapolis Division for federal jurisdiction (unless such
court has no jurisdiction,  in which case Buyer, Merger Sub and Bryan consent to
the  exclusive  jurisdiction  of the courts of the State of  Indiana  located in
Marion County) for any actions,  suits or proceedings arising out of or relating
to this Agreement and the transactions  contemplated  hereby (and Buyer,  Merger
Sub and Bryan agree not to  commence  any action,  suit or  proceeding  relating
thereto or to this  Agreement  except in such  courts),  and further  agree that
service of any process,  summons,  notice or document by U.S. registered mail to
the  addresses  set forth herein  shall be effective  service of process for any
such action,  suit or proceedings  brought against Buyer, Merger Sub or Bryan in
such court.  Bryan, Buyer and Merger Sub hereby irrevocably and  unconditionally
waive any  objection  to the laying of venue of any action,  suit or  proceeding
arising out of this Agreement or the transactions  contemplated  hereby, in such
federal  court  (unless  such court has no  jurisdiction,  in which case  Buyer,
Merger  Sub and Bryan  consent to the laying of venue in the courts of the State
of Indiana in the County of Marion).  Buyer, Merger Sub and Bryan hereby further
irrevocably and unconditionally  waive and agree not to plead or to claim in any
such court that any such action,  suit or  proceeding  brought in any such court
has been brought in an inconvenient  forum;  and agree not to oppose a motion to
dismiss an improperly  filed action.  Buyer,  Merger Sub and Bryan waive, to the
fullest extent permitted by law, any rights they may have to a jury trial on any
matter  related in any way to this  Agreement or the  transactions  contemplated
hereby.

      (b) Each of Bryan on the one hand and  Buyer and  Merger  Sub on the other
hand  recognize  and  acknowledge  that  a  breach  by it of  any  covenants  or
agreements  contained  in this  Agreement  will cause the other party to sustain
damages for which it would not have an adequate remedy at law for money damages,
and therefore each of the parties hereto agrees that in the


                               46
<PAGE>


event of any such breach, if the aggrieved party so desires, the aggrieved party
shall be entitled to the remedy of specific  performance,  injunctive  and other
equitable  relief  (without the requirement or need for the posting of any bond)
in addition to any other remedy to which the aggrieved party may be entitled, at
law or in equity.

      9.15 Joint and Several Obligations. The obligations of
Buyer and Merger Sub hereunder are joint and several.

                            [signature page follows]


                                47
<PAGE>


           IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
signed by its  officer  thereunto  duly  authorized  as of the date first  above
written.

                          BURNHAM CORPORATION


                          By:/s/ Albert Morrison, III
                             ---------------------------
                             Name: Albert Morrison, III
                             Title: President and Chief
                                    Executive Officer


                          BURNHAM ACQUISITION CORPORATION


                          By:/s/ Albert Morrison, III
                             ---------------------------
                             Name: Albert Morrison, III
                             Title: President


                          BRYAN STEAM CORPORATION


                          By:/s/ Albert J. Bishop
                             ---------------------------
                             Name: Albert J. Bishop
                             Title: Chairman



<PAGE>


                                                                         ANNEX A


                             CONDITIONS TO THE OFFER

           Capitalized  terms  used in this  Annex A and not  otherwise  defined
herein shall have the meanings  assigned to them in the  Agreement to which this
Annex is attached (the "Merger Agreement").

           Notwithstanding  any other provision of the Offer,  the obligation of
Merger Sub to accept for payment,  purchase or pay for any Shares tendered prior
to the  scheduled  expiration  date of the Offer or any  extension  thereof (the
"Offer Date") is subject to the  fulfillment,  at or prior to the Offer Date, of
the  following  conditions  (and upon the  failure of any such  condition  to be
fulfilled, unless waived by Merger Sub, Merger Sub may terminate the Offer as to
any Shares not then  accepted for payment,  and Merger Sub shall not be required
to  accept  for  payment,  purchase  or,  subject  to any  applicable  rules and
regulations of the SEC,  including Rule 14e-1(c) under the Exchange Act, pay for
any Shares):

      (a)  The  number  of  Shares  validly  tendered  and not  withdrawn  shall
           constitute at least a two-thirds majority plus one of the outstanding
           Shares on a fully diluted basis (the "Minimum Condition").

      (b)  Any waiting  period (and any  extension  thereof)  applicable  to the
           consummation  of the Offer  under the HSR Act shall  have  expired or
           been terminated.

      (c)  No action or proceeding before a court of competent
           jurisdiction or other competent governmental body by
           any Governmental or Regulatory Authority shall have
           been instituted or threatened to make illegal or
           otherwise restrain or prohibit (whether temporarily,
           preliminary or permanently) the Offer or the Merger or
           the other transactions contemplated by the Merger
           Agreement or to obtain an amount of damages or other
           material relief in connection with the execution of
           the Merger Agreement or the consummation of the Offer
           or other transactions contemplated by the Merger
           Agreement; and no governmental agency shall have given
           notice to any party hereto to the effect that
           consummation of the Offer or the Merger or the other
           transactions contemplated by the Merger Agreement
           would constitute a violation of any law or that it
           intends to commence proceedings to restrain
           consummation of the Offer or the Merger.

      (d)  Merger Sub shall have  received  from Bryan  appropriately  certified
           copies of all  resolutions  adopted by Bryan's Boards of Directors in
           connection with the Offer,  the Merger,  the Merger Agreement and the
           transactions contemplated thereby.

      (e)  Each of the  representations  and  warranties  made by  Bryan  in the
           Merger  Agreement shall be true and correct in all respects  (subject
           to  limitations  as to  materiality  as may be contained  therein) as
           though  made  on  and  as of the  Offer  Date  or,  in  the  case  of
           representations and warranties made as of a specified date


<PAGE>


           earlier  than the Offer Date,  on and as of such  earlier  date,  and
           Bryan shall have  delivered to Buyer a  certificate,  dated the Offer
           Date and executed on behalf of Bryan by its President to such effect.

      (f)  Bryan  shall  have  performed  and  complied  with,  in all  material
           respects,  each  agreement,  covenant and obligation  required by the
           Merger  Agreement to be so performed or complied  with by Bryan at or
           prior to the Offer Date,  and Bryan shall have  delivered  to Buyer a
           certificate,  dated the Offer Date and executed on behalf of Bryan by
           its President, to such effect.

      (g)  Buyer and Merger Sub shall have received a written opinion,  dated as
           of the Offer Date, from Barnes & Thornburg, counsel to Bryan, in form
           and substance reasonably  satisfactory to Buyer and Merger Sub, as to
           certain appropriate matters agreed upon by legal counsel of Buyer and
           Merger Sub and of Bryan.

      (h)  All proceedings to be taken on the part of Bryan on or
           before the consummation of the Offer in connection
           with the transactions contemplated by the Merger
           Agreement and all documents incident thereto shall be
           reasonably satisfactory in form and substance to
           Buyer, and Buyer shall have received copies of all
           such documents and other evidences as Buyer may
           reasonably request in order to establish the
           consummation of such transactions and the taking of
           all proceedings in connection therewith. Such
           documents shall include, but shall not be limited to:
           (i) the certificates required by clauses (e) and (f)
           of this Annex; (ii) a certificate of existence or good
           standing regarding each of Bryan and its Subsidiaries,
           certified in the case of Bryan by the New Mexico
           Corporation Commission and certified in the case of
           Wendland and Memco by the appropriate office of the
           jurisdiction of its respective incorporation, each
           dated within ten (10) business days of the Offer Date;
           and (iii) an incumbency certificate certifying the
           identity of the officers of Bryan.

      (i)  Bryan and each of its Subsidiaries shall have good,
           marketable and insurable title to their respective
           real properties, subject only to those encumbrances
           identified in Schedule 7.02 to the Merger Agreement,
           and Bryan shall have obtained and delivered to Buyer
           reasonable assurances from the relevant municipalities
           to the effect that such real properties and their
           current operations are in compliance with local zoning
           ordinances without constituting non- conforming uses.

      (j)  Bryan shall have delivered to Buyer a current survey
           of the real property and facilities of Bryan located
           in Peru, Indiana, which survey (i) shall have been
           prepared by a licensed Indiana land surveyor, (ii)
           shall fulfill the Minimum Detail Requirements for
           ALTA/ACSM Land Title Surveys (1992) for an Urban
           Survey and Table A thereof, and (iii) shall have been
           certified to the Surviving Corporation, Buyer and
           Buyer's title insurance company in a manner reasonably
           satisfactory to Buyer; and such survey shall not show
           encroachments or other


                               2
<PAGE>


           matters which, individually or in the aggregate, materially adversely
           affect the value or use of such real property and facilities.

      (k)  There shall not have occurred (A) any general
           suspension of, or limitation on prices for, trading in
           the securities of a general nature on any national
           securities exchange that lasts more than 24 hours, (B)
           the declaration of any banking moratorium or any
           suspension of payments in respect of banks or any
           limitation (whether or not mandatory) on the extension
           of credit by lending institutions in the United
           States, (C) the commencement of a war, armed
           hostilities or any other international or national
           calamity involving the United States or a substantial
           terrorist attack or the threat thereof on a target in
           United States that leads to the declaration of a
           national emergency, (D) a material adverse change in
           the United States currency exchange rates or a
           suspension of, or limitation on, the markets therefor,
           or (E) the Dow Jones Index shall fall below 6448
           (which was the value of such Index on December 31,
           1996).

      (l)  A Trigger Event shall not have occurred.

      (m)  Other than the filings provided for by Section 1.02 of
           the Merger Agreement, all consents, approvals and
           actions of, filings with and notices to any
           Governmental or Regulatory Authority or any other
           public or private third party required of Bryan or any
           of its Subsidiaries to consummate the Offer, the
           failure of which to be obtained or taken could,
           individually or in the aggregate, be reasonably
           expected to have a material adverse effect on Bryan
           and its Subsidiaries or on the ability of Buyer to
           consummate the purchase of Shares pursuant to the
           Offer, shall have been obtained, all in form and
           substance reasonably satisfactory to Buyer and no such
           consent, approval or action shall contain any term or
           condition which could be reasonably expected to result
           in a material diminution of the benefits of the Offer
           to Buyer.

      (n)  The Merger  Agreement shall not have been terminated  pursuant to its
           terms  and  shall  not have  been  amended  pursuant  to its terms to
           provide for its termination.

                               3


<PAGE>

EXHIBIT A
---------

                             Stockholders' Agreement

           In order  to  induce  Burnham  Corporation,  a New  York  corporation
("Buyer"),  to execute and deliver the  Agreement and Plan of Merger dated as of
the date hereof (as the same may hereafter be amended,  the "Merger  Agreement")
among Buyer, Burnham Acquisition Corporation,  a New Mexico corporation ("Merger
Sub") and Bryan Steam  Corporation,  a New Mexico  corporation  (the "Company"),
each undersigned stockholder of the Company hereby (i) covenants as set forth in
the remainder of this Agreement (the "Agreement"), and (ii) irrevocably appoints
Burnham  Corporation,  as the  exclusive  attorney-in-fact  and  proxy  of  such
stockholder, with full power of substitution:

           (a) to attend  any and every  meeting  (whether  annual or special or
      both) of the  stockholders  of the Company,  including any  adjournment or
      postponement  thereof,  on  behalf of such  stockholder,  and at each such
      meeting,  with respect to all shares of common stock of the Company  owned
      by such  stockholder  on the date  hereof or acquired  hereafter  that are
      entitled to vote at each such meeting or over which such  stockholder  has
      voting power (and any and all other shares of common or preferred stock of
      the  Company  or other  securities  issued on or after the date  hereof in
      respect of any such shares),  including,  without  limitation,  the shares
      indicated  opposite  such  stockholder's  signature  at the  end  of  this
      Agreement:

                (i) to vote in favor of the  Merger  (as such term is defined in
           the Merger  Agreement) and to vote in favor of the adjournment of any
           meeting,  which Buyer  believes  may  facilitate  the  obtaining  the
           approval of the Merger;  and  otherwise  to act with  respect to such
           shares as said  attorney-in-fact  and proxy (or his substitute) shall
           deem  necessary or appropriate to cause the approval of the Merger by
           the necessary majority required under applicable law;

                (ii) to vote and  otherwise  act with  respect to such shares in
           such a manner as said  attorney-in-fact and proxy (or his substitute)
           shall deem  proper,  with respect to (x)  proposals or offers  (other
           than the Merger)  relating to (1) any proposed  sale,  lease or other
           disposition  of all or a  substantial  amount  of the  assets  of the
           Company  or  any  of  its  subsidiaries,  (2)  any  proposed  merger,
           consolidation  or  other  combination  of the  Company  or any of its
           subsidiaries  with  any  other  entity,   (3)  any  sale,   issuance,
           disposition  or  granting  of rights in  respect of the shares of the
           Company or of any subsidiary of the Company or (4) any other proposed
           action  of  the  Company  or  any  of  its   subsidiaries   requiring
           stockholder   approval  that  would  conflict  with  or  violate  the
           Company's representations,  covenants or obligations under the Merger
           Agreement,  adversely affect the Company's  ability to consummate the
           Merger or the other transactions contemplated by the Merger Agreement
           or otherwise impede, interfere with or discourage the Merger (each of
           the actions described in (1) - (4) above, an "Acquisition Proposal"),
           and (y) any procedural matters presented at any such meeting at which
           any action is scheduled to be taken with respect to the Merger or any
           Acquisition Proposal;


                                1
<PAGE>


           (b) if no meeting of stockholders is scheduled in accordance with the
      Merger  Agreement  or if  any  such  meeting  is  canceled,  postponed  or
      adjourned other than with Buyer's approval, to call a special stockholders
      meeting of the Company for the purpose of (i)  approving the Merger or any
      action with  respect  thereto,  or (ii) taking  action with respect to any
      Acquisition Proposal; and

           (c) to waive, for the duration of this proxy and option,  any and all
      rights  such  stockholder  may have to exercise  any rights as  dissenting
      shareholder under Sections 53- 15-3 and 53-15-4 of the New Mexico Business
      Corporation  Act,  subject to the right to receive  the  consideration  as
      specifically provided in the Merger Agreement.

           Each  undersigned  stockholder  agrees (a) not to deposit any of such
stockholder's shares of common stock of the Company into a voting trust or enter
into a voting agreement with respect to such shares;  (b) not to sell,  transfer
or otherwise  dispose of or pledge or otherwise  encumber,  any shares of common
stock of the Company, or options or warrants to purchase such shares, unless the
purchaser or  transferee  of such shares or rights  agrees in writing (a copy of
which shall be delivered by such  stockholder  to Buyer and Merger Sub) prior to
such sale,  transfer or disposition to be bound by and subject to the provisions
contained in this Agreement; and (c) not, in his or her capacity as stockholder,
to solicit,  initiate,  encourage,  endorse,  support  (including,  by providing
information)  or  participate  in any  discussions  regarding,  any  Acquisition
Proposal other than the Merger.

           Each  undersigned  stockholder  affirms  that this proxy is issued in
connection with the Merger Agreement to facilitate the transactions contemplated
thereunder and in consideration of Buyer and Merger Sub entering into the Merger
Agreement and as such is coupled with an interest and is irrevocable. This proxy
will terminate upon the earlier to occur of (a) the Effective Time as defined in
the  Merger  Agreement  and (b)  the  termination  of the  Merger  Agreement  in
accordance  with its  terms.  For  purposes  of this  proxy,  any  notice of any
stockholders'  meeting  shall be deemed  delivered to the  attorney-in-fact  and
proxy and his substitutes  when delivered to Buyer in accordance with the Merger
Agreement.

           By  execution  and  delivery  of  this  Agreement,  each  undersigned
stockholder   confirms  that  such   stockholder   has  received  a  copy  of  a
substantially final form of the Merger Agreement, and that all other information
deemed necessary by such stockholder concerning the Merger, the Merger Agreement
and the transactions  contemplated thereunder or any other matters considered by
such  stockholder to be relevant to the  stockholder's  decision to execute this
Agreement has been made available to such stockholder.

           All  authority  herein  conferred  or  agreed to be  conferred  shall
survive the death, insolvency,  or incapacity of any undersigned stockholder and
any obligation of any  undersigned  stockholder  hereunder shall be binding upon
the heirs, personal representatives,  successors and assigns of such undersigned
stockholder.

           This proxy  revokes any and all other proxies  heretofore  granted by
each and every undersigned  stockholder to vote or otherwise to act with respect
to any of the shares to which this proxy  relates.  No  undersigned  stockholder
will give any subsequent proxy or grant any option


                               2
<PAGE>


with  respect to such  shares  (and such proxy or option if given will be deemed
not to be  effective)  with  respect  to such  shares  that  purports  to  grant
authority within the scope of the authority hereby conferred.

           In order  further  to induce  Merger  Sub and Buyer to enter into the
Merger Agreement,  each undersigned stockholder hereby further agrees validly to
tender (or cause the record owner of such shares validly to tender),  and not to
withdraw,  pursuant to and in accordance with the terms of the Offer,  not later
than the tenth business day after  commencement of the Offer pursuant to Section
A-1.01 of the Merger Agreement and Rule 14d-2 under the Exchange Act, the number
of shares of Bryan Common Stock set forth opposite such stockholder's name below
(the "Existing  Securities" and,  together with any shares of Bryan Common Stock
acquired by such stockholder (whether  beneficially or of record) after the date
hereof and prior to the  termination  of this  Agreement  by means of  purchase,
dividend,  distribution,  transfer,  issuance,  or  exercise of options or other
rights to acquire  Bryan Common Stock (the  "Securities")).  If any  undersigned
stockholder  acquires  Securities after the date hereof,  such stockholder shall
tender (or cause the record holder to tender) such  Securities on or before such
tenth business day or, if later, on or before the second business day after such
acquisition.  Each undersigned  stockholder hereby  acknowledges and agrees that
Merger  Sub's  obligation  to  accept  for  payment,  purchase  and  pay for the
Securities in the Offer,  including the  Securities  beneficially  owned by such
stockholder, is subject to the terms and conditions of the Offer.

           Each undersigned  stockholder  hereby permits Merger Sub and Buyer to
disclose in the Offer documents (and in the proxy statement,  if any, applicable
to the Merger) such  stockholder's  identity and ownership of the Securities and
the content of this Agreement.

           Each undersigned stockholder acknowledges that money damages would be
both incalculable and an insufficient remedy for any breach of this Agreement by
it, and that any such breach would cause Buyer and Merger Sub irreparable  harm.
Accordingly, each undersigned stockholder agrees that in the event of any breach
or threatened breach of this Agreement, Buyer and Merger Sub, in addition to any
other remedies at law or in equity they may have, shall be entitled, without the
requirement of posting a bond or other security, to equitable relief,  including
injunctive relief and specific performance.

           The invalidity or unenforceability of any provision of this Agreement
in any jurisdiction shall not affect the validity or enforceability of any other
provision  of  this  Agreement  in  such   jurisdiction,   or  the  validity  or
enforceability of any provision of this Agreement in any other jurisdiction.

           Each undersigned  stockholder represents and warrants that, as of the
date hereof,  such  stockholder  (a) owns  personally and directly the number of
shares of Bryan  Common  Stock (as  defined in the Merger  Agreement)  set forth
following such  stockholder's  name below, (b) owns such stock free and clear of
all liens, security interests, encumbrances, options and other adverse interests
of every kind  whatsoever,  and (c) may execute and deliver this Agreement,  and
perform its obligations hereunder, without the consent or agreement of any other
person or entity.


                               3
<PAGE>


           Each of the undersigned  stockholders  hereby  irrevocably waives and
releases any and all claims such  stockholder  may have as a holder of shares of
the  Company  against any  employee,  officer or director of Bryan or any of its
subsidiaries in respect of the conduct of such employee,  officer or director in
his or her capacity as such prior to consummation of the Merger.

           For the convenience of the parties, this Agreement may be executed in
one or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

           This  Agreement  will only become  effective  upon the  execution and
delivery  of the  Merger  Agreement  by  Buyer,  Merger  Sub  and  the  Company.
Capitalized terms used and not defined herein will have the respective  meanings
set forth in the Merger Agreement.

           This Agreement  shall be governed by the laws of the State of Indiana
except that the provisions  hereof with respect to the granting of proxies,  the
exercise of the rights  granted in respect of such  proxies  and the  associated
appointment  of   attorneys-in-fact   will  be  governed  by  the  laws  of  the
jurisdiction of incorporation of the Company.

Dated:  as of September 23, 1998

                            [signature pages follow]


                               4