<PAGE>

                            ASSET PURCHASE AGREEMENT

     Agreement  made as of the 1st day of  August,  1997 by and  among  AlphaNet
Solutions,  Inc.,  a New  Jersey  corporation  with its  principal  office  at 7
Ridgedale Avenue, Cedar Knolls, New Jersey 07927 (the "Buyer"), The Lande Group,
Inc., a New York  corporation with its principal office at 460 West 34th Street,
New York, New York 10001 (the "Seller"), and Stewart Lande, the sole shareholder
of the Seller (the "Shareholder").  The Seller and the Shareholder are sometimes
collectively referred to herein as the "Selling Parties."

                              Preliminary Statement
                              ---------------------

     The Seller is engaged  principally  in the business of  providing  computer
consulting  services and the sale of computer  equipment  and  systems,  and the
installation  of local area  networks for  corporate  and  individual  end users
located  throughout the New York metropolitan  area (the "Business").  The Buyer
desires to purchase,  and the Seller desires to sell,  certain of the assets and
the  Business  of the  Seller,  for the  consideration  set forth  below and the
assumption of certain of the Seller's  liabilities  set forth below,  subject to
the terms and conditions of this Agreement.

     NOW,  THEREFORE,  in consideration  of the mutual promises  hereinafter set
forth and other good and valuable consideration,  the receipt of which is hereby
acknowledged, the parties hereby agree as follows:

     1.   Sale and Delivery of the Assets
          -------------------------------

     1.1  Delivery of the Assets.
          ----------------------

     (a) Subject to and upon the terms and conditions of this Agreement,  except
as  specifically  provided  in  Section  1.1(b)  hereof,  at the  closing of the
transactions  contemplated by this Agreement (the  "Closing"),  the Seller shall
sell,  transfer,  convey,  assign and deliver to the Buyer,  and the Buyer shall
purchase  from the Seller,  free and clear of all liens,  liabilities,  security
interests, leasehold interests and encumbrances of any nature whatsoever (except
as otherwise expressly provided herein), all of the properties, assets and other
claims,  rights and  interests of the Seller which are  necessary to conduct the
Business as it is conducted as of the date hereof of whatever kind, character or
description,  whether real, personal or mixed, tangible or intangible,  wherever
situated, including without limitation:

     (i) all  inventories  of raw materials,  work in process,  goods in transit
(i.e.,  inventories  purchased by, but not  delivered to, the Seller),  finished
goods, office supplies,  maintenance supplies,  packaging materials, spare parts
and similar items (collectively, the "Inventory");

     (ii) those prepaid expenses set forth in Schedule 1.1(a)(ii);

     (iii)  all  rights  under  the  contracts,  agreements,  leases,  licenses,
purchase orders,  customer sales  agreements and other  instruments set forth on
Schedule  2.9(b)  and  Schedule  2.13(a)  attached  hereto  (collectively,   the
"Contract Rights");


                                       1
<PAGE>

     (iv) all books; payment records;  accounts;  customer lists;  environmental
reports or studies;  correspondence;  production records; technical, accounting,
manufacturing and procedural manuals;  engineering data;  development and design
data; plans, blueprints,  specifications and drawings;  employment and personnel
records; and other useful business records,  including electronic media, and any
confidential or other information which has been reduced to writing, utilized in
the  conduct of or  relating  to the  Business  or the  Assets  (as  hereinafter
defined),  subject to the  Seller's  right to retain  copies  thereof  which the
Seller reasonably requires for its ongoing operation, winding-up or dissolution;

     (v) all rights of the Seller under express or implied  warranties  from the
suppliers of the Assets to the extent  transferable  (but  excluding such rights
insofar as the same pertain to liabilities retained by the Seller hereunder);

     (vi) the  motor  vehicles  and  other  rolling  stock  listed  on  Schedule
1.1(a)(vi);

     (vii) all of the machinery,  equipment,  tools, dies,  tooling,  production
fixtures,  maintenance  machinery and  equipment,  computers,  telecommunication
systems, fittings and other office equipment,  furniture, leasehold improvements
and  construction  in progress on the date hereof  whether or not  reflected  as
capital  assets in the  accounting  records of the Seller which are owned by the
Seller and used or useful in the Business including,  but not limited to, all of
the  foregoing  located  at the  locations  set  forth on  Schedule  1.l(a)(vii)
(collectively, the "Fixed Assets");

     (viii) all right,  title and  interest  of Seller in and to all  intangible
property  rights  relating  to the  Business,  including,  but not  limited  to,
inventions,  discoveries,  trade secrets, processes,  formulas, know-how, United
States and foreign patents, patent applications,  trade names, including but not
limited to the names "The Lande Group, Inc." and "Micro Computer Systems, Inc.",
or any  derivation  thereof and those names  listed on  Schedule  2.20  attached
hereto,   trademarks,   trademark  registrations,   applications  for  trademark
registrations,   copyrights,   copyright  registrations,   certification  marks,
industrial  designs,  technical  expertise,  research  data  and  other  similar
property and the registrations  and applications for registration  thereof owned
by the Seller or,  where not owned,  used by the Seller in the  Business and all
goodwill  associated  thereto and all licenses and other agreements to which the
Seller is a party (as  licensor  or  licensee)  or by which the  Seller is bound
relating to any of the foregoing  kinds of property or rights to any  "know-how"
or disclosure or use of ideas (collectively, the "Intangible Property");

     (ix) all transferable approvals, authorizations,  certifications, consents,
variances,  permissions, licenses and permits to or from, or filings, notices or
recordings  to  or  with,  federal,   state,  foreign,  and  local  governmental
authorities as held or effected by the Seller in connection with the Assets;

     (x) all of the Seller's  goodwill and the exclusive  right to use the names
of the Seller as all or part of a corporate name;



                                       2
<PAGE>

     (xi) all accounts  receivable  and notes  receivable  set forth on Schedule
1.1(a)(xi)  (including any security held by the Seller for the payment  thereof)
(collectively, the "Accounts Receivable");

     (xii) any refunds of federal,  state,  foreign or local income or other tax
paid by the Seller;

     (xiii) cash or cash equivalents ("Cash"); and

     (xiv) except as specifically  provided in Section 1.1(b) hereof,  all other
assets,  properties,  claims, rights and interests of the Seller which relate to
the  Business  and  exist  on the date  hereof,  of every  kind and  nature  and
description, whether tangible or intangible, real, personal or mixed.

     (b)  Notwithstanding  the provisions of Section 1.1(a) above, the assets to
be transferred  to the Buyer under this  Agreement  shall not include (i) any of
Seller's  rights or  consideration  under  this  Agreement;  (ii) any  insurance
policies currently held by the Seller and related premium agreements for general
liability,  product  liability  and workers  compensation  insurance for periods
prior to the date  hereof;  or (iii)  those  assets  listed on  Schedule  1.1(b)
attached hereto (collectively, the "Excluded Assets").

     (c) The Inventory,  Contract  Rights,  Fixed Assets,  Intangible  Property,
Accounts  Receivable,  Cash and other  properties,  assets and  business  of the
Seller described in Section 1.1(a) above, other than the Excluded Assets,  shall
be referred to collectively as the "Assets."

     1.2  Further Assurances.
          ------------------

     (a) At the  Closing,  the Seller  shall  execute and deliver a Bill of Sale
(the "Bill of Sale") substantially in the form attached hereto as Exhibit A, and
                                                                  ---------
the assignments  described in Sections  8.14(b) and (c) hereof.  At any time and
from time to time after the Closing,  at the Buyer's request and without further
consideration,  the Selling Parties (or their successors) promptly shall execute
and deliver such assignments of leases and other instruments of sale,  transfer,
conveyance,  assignment  and  confirmation,  and take such other action,  as the
Buyer may reasonably request to more effectively transfer,  convey and assign to
the  Buyer,  and to  confirm  the  Buyer's  title to,  all of the Assets and the
Business,  to put the Buyer in actual  possession and operating control thereof,
to assist Buyer in exercising  all rights with respect  thereto and to carry out
the purpose and intent of this Agreement.

     (b) The  Selling  Parties  and the Buyer each will use its best  efforts to
obtain as promptly as possible written  consents to the transfer,  assignment or
sublicense  to  the  Buyer  of all  agreements,  commitments,  purchase  orders,
contracts,   licenses,   leases,  rights  and  other  contract  documents  being
transferred  pursuant  to Section  1.1(a)  hereof  where the  approval  or other
consent of any other person is required.  If any such approval or consent cannot
be  obtained,  or if the parties  hereafter  agree in writing  that it is not in
their  respective  best  interests to obtain any such approval or other consent,
the Selling Parties will cooperate with the Buyer in any reasonable  arrangement
designed to provide the Buyer with  substantially  the same economic 


                                       3
<PAGE>

benefits as if such approval or other consent had been obtained and the transfer
effected on or before the date hereof.

     1.3   Assumption of Liabilities.
           -------------------------

     (a) At the  Closing,  the Buyer shall  execute  and  deliver an  Assumption
Agreement (the "Assumption Agreement") substantially in the form attached hereto
as Exhibit B,  pursuant to which it shall assume and agree to (i)  perform,  pay
and  discharge  all those  liabilities  and  obligations  set forth on  Schedule
1.3(a)(i) attached hereto which were incurred in the ordinary course of business
of the  Business and are  outstanding  on the date hereof (the  obligations  set
forth in (i) are collectively, the "Assumed Current Liabilities");  (ii) perform
in accordance with their terms those obligations  outstanding on the date hereof
under  the  Contract  Rights;   (iii)  perform,  pay  and  discharge  all  those
liabilities and obligations  set forth on Schedule  1.3(a)(iii)  relating to (A)
the State Insurance  Disability  Fund, (B) Michael  Israel,  and (C) Allan Grody
(which  liabilities and obligations shall not exceed $200,000 in the aggregate);
and (iv) perform in accordance with their terms those liabilities  arising after
the date hereof  from any  agreement,  contract,  commitment  or other  contract
documents which the Buyer has requested be transferred to it pursuant to Section
1.1(a)  but which has not been so  transferred  due to the  failure of Seller to
obtain the consent or approval  required for such  transfer,  provided  that the
Buyer has received  substantially  the same economic benefit of such contract as
if such consent or approval had been obtained (the obligations set forth in (i),
(ii), (iii) and (iv) are, collectively, the "Assumed Liabilities").

     (b) Except as otherwise  provided herein, the Buyer shall not assume any of
the  liabilities  of the Selling  Parties and shall purchase the Assets free and
clear of all liens, mortgages,  security interests,  encumbrances and claims and
the Selling Parties each  represent,  warrant and agree that the Buyer shall not
be or become liable for any claims,  demands,  liabilities  or  obligations  not
expressly  assumed in this  Agreement of any kind  whatsoever  arising out of or
relating  to the  conduct  of the  Business  by Seller or the  Assets or Assumed
Liabilities prior to the date hereof. Without limiting the foregoing,  the Buyer
shall not at the Closing assume or agree to perform,  pay or discharge,  and the
Selling  Parties  shall  remain  unconditionally  liable for,  all  obligations,
liabilities and commitments,  fixed or contingent,  of the Selling Parties other
than the Assumed Liabilities, including but not limited to:
 
     (i) except as set forth in  Section  1.3(a)(iii)(A)  and  Section 6 hereof,
severance,  termination or other payments or benefits (including but not limited
to  post-retirement  benefits)  including  but not  limited to those owing under
Seller's severance policy or any employment agreement to any employees (union or
non-union), sales agents or independent contractors employed by the Seller prior
to the Closing (collectively,  "Seller's Employees"),  liabilities arising under
any federal,  state, local or foreign "plant closing law",  liabilities accruing
under the  Seller's  employee  benefit  plans,  vacation  pay plans or programs,
retirement  plans,  and liabilities for any Employee Plan (as defined in Section
2.21 except those liabilities to Seller's  Employees who become employees of the
Buyer after the Closing  relating solely to and arising solely out of their term
of employment with the Buyer), as the case may be;

     (ii) worker's compensation claims arising from events prior to the Closing;


                                       4
<PAGE>

     (iii)  stock  option  or  other  stock-based  awards  made to the  Seller's
Employees;

     (iv)  liabilities  for any federal,  state,  local or foreign  income taxes
(including  interest,  penalties  and  additions  to such taxes) or any deferred
income taxes of the Selling Parties;

     (v) liabilities for any payroll taxes  (including  interest,  penalties and
additions to such taxes),  except those  liabilities  to Seller's  Employees who
become  employees of the Buyer after the Closing  relating solely to and arising
solely out of their term of employment with the Buyer, as the case may be;

     (vi)  liabilities  incurred for violations of  occupational  safety,  wage,
health, welfare,  employee benefit or environmental laws or regulations prior to
the date hereof;

     (vii) liabilities to the extent related solely to the Excluded Assets;

     (viii) except as provided in Section 12 hereof,  any tax (including but not
limited to any  federal,  state,  local or  foreign  income,  franchise,  single
business, value added, excise, customs, intangible,  sales, transfer, recording,
documentary or other tax) imposed upon, or incurred by, the Selling Parties,  if
any,  in  connection  with or  related  to this  Agreement  or the  transactions
contemplated hereby (including interest, penalties and additions to such taxes);

     (ix)  liabilities  for any commercial  rent taxes to the extent accrued but
not paid prior to the date hereof;

     (x) other than the Assumed  Liabilities,  any  liabilities of the Seller to
third  parties  arising out of the failure of the Seller to obtain any necessary
consents  to the  assignment  to the Buyer of  contracts  or leases to which the
Seller is a party  (including  damages  asserted by third  parties for breach of
such contracts or leases due to the failure to obtain such consents);

     (xi)  liabilities,  contingent  or  otherwise,  which are not  disclosed on
Schedule 1.3(a)(i) or Schedule 1.3(a)(iii);

     (xii)  liabilities  of the Seller for any state  franchise  taxes or annual
license or other fees  relating to  qualification  as a foreign  corporation  or
authorization to do business in such states (including  interest,  penalties and
additions to such taxes and fees); and

     (xiii) any other liabilities of any kind or nature whether now in existence
or arising  hereafter  not expressly  assumed by the Buyer under Section  1.3(a)
hereof.

     1.4 Purchase  Price. In  consideration  of the transfer of the Business and
         ---------------
Assets of the Seller to the Buyer  hereunder,  the Buyer will assume the Assumed
Liabilities  and will pay an aggregate  purchase price (the  "Purchase  Price"),
subject to the provisions of Section 1.5, equal 


                                       5
<PAGE>

to  $1,000,000 in cash payable to the Seller (the "Cash  Consideration")  and an
additional $100,000 as set forth in Section 1.5(f).

     1.5  The Closing.
          -----------

     (a) The Closing  shall take place at the offices of Buchanan  Ingersoll  at
500 College  Road East,  Princeton,  New Jersey  08540 on the date  hereof.  The
transfer  of the Assets by the  Seller to the Buyer  shall be deemed to occur on
the date hereof.

     (b) At the Closing, the Buyer shall pay the Purchase Price in the following
manner:

          (i) by the assumption of the Assumed Liabilities; and

          (ii) by tender in payment of the Cash Consideration as follows:

          The Buyer  shall pay  $250,000  of the Cash  Consideration  to a third
     party escrow agent,  reasonably  acceptable to the Buyer and the Seller, as
     "Escrow Agent" pursuant to the Escrow  Agreement  substantially in the form
     of Exhibit C attached hereto (the "Escrow Agreement"),  by wire transfer to
     the account specified in the Escrow Agreement.  The disbursement of amounts
     held by the  Escrow  Agent  shall be done in  accordance  with the terms of
     Section 1.5(c) and the Escrow Agreement. The Buyer shall pay the balance of
     the Cash  Consideration  to the Seller by wire transfer to an account to be
     specified by the Seller.

     (c)  At  the  Closing,   the  Seller  shall   deposit   $250,000   into  an
interest-bearing  escrow account to be held by the Escrow Agent. The fees of the
Escrow Agent shall be paid out of the escrowed  funds.  The  distribution of the
escrowed  funds shall be made in accordance  with the  following.  On a date 180
days after the Closing  (the  "Final  Balance  Sheet  Date"),  the parties  will
mutually  determine what the net worth of the Assets was as of the Closing.  The
net worth of the  Assets  shall be  defined  as the book  value of the  tangible
assets acquired less the dollar amount of the  liabilities  assumed and shall be
determined in accordance  with the pro forma balance sheet  attached in Schedule
1.5(c) subject to the following adjustments:

     (i) all Accounts Receivable  collected by the Buyer between the Closing and
the Final Balance Sheet Date shall be reflected as an Asset on the balance sheet
prepared at the Final Balance  Sheet Date as a separate line item  identified as
"Collected Accounts Receivable";

     (ii) all of the Accounts Receivable not collected by the Buyer by the Final
Balance Sheet Date shall be valued at zero;

     (iii) the value of any rent concession shall not be deemed a liability;


                                       6
<PAGE>

     (iv) any favorable  adjustments to the Seller's  accounts payable after the
Closing shall be reflected as a reduced  liability on the balance sheet prepared
at the Final Balance Sheet Date; and

     (v) all  deferred  tax assets  and any other  refunds  of  federal,  state,
foreign or local income tax or other tax not received by the Seller by the Final
Balance Sheet Date shall be valued at zero.

     The  escrowed  funds shall be  distributed  within five days of such mutual
determination.  In the event that on the Final Balance Sheet Date,  the tangible
net worth of the  Assets  (as of the date of the  Closing)  is less than $0, the
amount of such difference  shall be paid out of the escrowed funds to the Buyer,
up to the amount of funds  available.  The remainder of the escrowed  funds,  if
any,  shall be paid to the Seller.  In the event that on the Final Balance Sheet
Date,  the  tangible  net worth of the Assets (as of the date of the Closing) is
greater than $0, the  escrowed  funds shall be paid to the Seller and the excess
shall be divided  one-half to the Buyer and  one-half  to the  Seller,  with the
Buyer  distributing the Seller's portion of such overage within five (5) days of
such determination.

     (d) The Buyer shall  continue to use its reasonable  commercial  efforts to
collect the Accounts  Receivable  following the Final Balance Sheet Date. In the
event that on the Final  Balance  Sheet Date,  all or a portion of the  Accounts
Receivable  have not been collected by the Buyer,  any amounts  collected by the
Buyer in payment of the Accounts  Receivable  after the Final Balance Sheet Date
(the "Post-Closing Proceeds") shall be distributed as follows:


<TABLE>
<CAPTION>

If Tangible Net Worth of the Assets (as of 
the date of Closing) plus the Post-Closing
Proceeds is:                                             Distribution of Post-Closing Proceeds:

--------------------------------------------         ----------------------------------------------

<S>                                                   <C>
less than negative $250,000                           to the Buyer until  tangible net worth of the
                                                      Assets (as of the date of Closing) plus  Post
                                                      -Closing Proceeds  equals  negative $250,000;
                                                      thereafter

less than zero, but greater than negative             to the  Seller  until  tangible  net worth of the
$250,000                                              Assets  plus  Post-Closing  Proceeds  equal zero;
                                                      thereafter

greater than zero                                     divided equal between the Buyer and the
                                                      Seller.

</TABLE>

Any  distribution to be made by the Buyer to the Seller pursuant to this Section
1.5(d) shall be made on a monthly basis.

     (e) The Buyer shall pay an additional  $50,000 to the Seller on each of the
first and second anniversary of the Closing.


                                       7
<PAGE>

     1.6  Allocation of Purchase  Price.  The  aggregate  amount of the Purchase
          -----------------------------
Price shall,  for tax purposes  only, be allocated  among the Assets and Assumed
Liabilities  substantially  in accordance with the amounts set forth on Schedule
1.6. The Seller and the Buyer agree that they will not take any  position  which
is materially  inconsistent with the allocations  provided for in this Agreement
in preparing income, capital or franchise tax returns.

     2.  Representations of the Seller
         -----------------------------

     The  representations  and  warranties  made by the Seller  herein or in any
instrument  or document  furnished  in  connection  herewith  shall  survive the
Closing until (and  including)  the fifth  anniversary  of the date hereof.  The
representations and warranties in this Section 2 or in any document delivered to
the Buyer  pursuant to this Agreement are deemed to be material and the Buyer is
entering into this Agreement relying on such representations and warranties. The
Seller represents and warrants to the Buyer as follows (it being understood that
all references in this Section 2 to the Seller shall be deemed to include any of
Seller's subsidiaries, unless the context otherwise requires):

     2.1  Organization.  The Seller is a  corporation  duly  organized,  validly
          ------------
existing and in good standing under the laws of the state of its  incorporation,
and has all  requisite  power and  authority  (corporate  and  other) to own its
properties,  to carry on its  business  as now being  conducted,  to execute and
deliver this Agreement and the agreements contemplated herein, and to consummate
the transactions contemplated hereby. Schedule 2.1 sets forth the authorized and
outstanding  capital  stock of the Seller as well as the  record and  beneficial
owners thereof.  Except as set forth on Schedule 2.1, the Seller does not own or
control, directly or indirectly,  any corporation,  partnership,  association or
business  entity.  The  Seller  is duly  qualified  to do  business  and in good
standing  in all  jurisdictions  in  which  its  ownership  of  property  or the
character of its business requires such  qualification.  Schedule 2.1 contains a
true,  correct  and  complete  list of all of the  jurisdictions  in  which  the
ownership  of the  property  used in the  Business or the nature of the Business
requires qualification.

     2.2  Authorization.  The execution and delivery of this  Agreement (and all
          -------------
other agreements provided for herein) by the Seller, and the consummation by the
Seller of all transactions  contemplated hereby, has been duly authorized by all
requisite  corporate and shareholder  action.  This Agreement and all such other
agreements and  obligations  entered into and undertaken in connection  with the
transactions  contemplated hereby to which the Seller is a party constitutes the
valid and legally binding obligations of the Seller,  enforceable against it, in
accordance  with their  respective  terms except as such  enforceability  may be
limited by  bankruptcy,  insolvency,  reorganization  or similar laws  affecting
creditors'  rights  generally.  The execution,  delivery and  performance by the
Seller  of this  Agreement  and the  agreements  provided  for  herein,  and the
consummation by the Seller of the transactions  contemplated hereby and thereby,
will not,  with or without  the giving of notice or the passage of time or both,
(a) violate the  provisions  of any law,  rule or  regulation  applicable to the
Seller; (b) violate the provisions of the Certificate of Incorporation or Bylaws
of the Seller;  (c) violate any judgment,  decree,  order or award of any court,
governmental body or arbitrator; or (d) conflict with or result in the breach or
termination of any term or provision of, or constitute a default under, or cause
any acceleration under, or cause the creation of any lien, charge or encumbrance
upon the  properties  or  assets  of the  Seller  pursuant  to,  any  indenture,
mortgage, deed of trust or other 


                                       8
<PAGE>

instrument  or agreement to which any of them is a party or by which any of them
or any of their  properties  is or may be  bound,  other  than with  respect  to
obligations of Seller which will be discharged at or prior to Closing.  Schedule
2.2  attached  hereto  sets  forth  a true,  correct  and  complete  list of all
consents,   approvals,   permissions,   licenses,   authorizations   and   other
requirements  prescribed by law,  rule,  regulation or by contract in connection
with the  consummation  by the Seller of the  transactions  contemplated by this
Agreement. Except as indicated on Schedule 2.2, all such items have been or will
be, prior to the date hereof, obtained and satisfied.

     2.3  Ownership of the Assets.  Schedule  2.3  attached  hereto sets forth a
          -----------------------
true,  correct and complete  list of all claims,  liabilities,  liens,  pledges,
charges, encumbrances and equities of any kind affecting their respective Assets
(collectively,  the "Encumbrances").  The Seller is, and at the Closing will be,
the true and  lawful  owner of the  Assets,  and will have the right to sell and
transfer  to the Buyer good and  marketable  title to all  Assets,  which at the
Closing will be free and clear of all Encumbrances. The delivery to the Buyer of
the  instruments  of transfer of ownership  contemplated  by this Agreement will
vest good and marketable title to all Assets in the Buyer, free and clear of all
liens, mortgages, pledges, security interests,  restrictions, prior assignments,
encumbrances  and  claims of any kind or  nature  whatsoever.  The  Assets to be
conveyed to the Buyer hereunder  constitute all properties,  assets,  rights and
claims which are necessary to the conduct of the Business as currently conducted
by the Seller.

     2.4  Financial Statements.
          --------------------

     (a) The Seller has  previously  delivered to the Buyer its audited  balance
sheet as of June 30,  1996 (the  "June  1996  Balance  Sheet")  and the  related
statements of operations, shareholders' equity and changes in financial position
of the  Seller  for the fiscal  year then  ended  (collectively,  the "June 1996
Financial  Statements")  and its audited  balance sheet as of June 30, 1997 (the
"June 1997 Balance  Sheet") and the related  audited  statements of  operations,
shareholders'  equity and  changes in  financial  position of the Seller for the
year then ended (the "June 1997 Financial Statements").  The June 1996 Financial
Statements  and  the  June  1997   Statements   (collectively,   the  "Financial
Statements"),   have  been  prepared  in  accordance  with  generally   accepted
accounting principles applied consistently with past practice.

     (b) The Financial Statements are accurate and complete, and fairly present,
in all material respects, as of their respective dates, the financial condition,
retained  earnings  (deficit),  assets  and  liabilities  of the  Seller and the
results of  operations  of the  Seller's  business  for the  periods  indicated.
Nothing has come to the  attention of the Seller since the date of the Financial
Statements  which would lead it to believe that the reserves and accruals  shown
thereon are inadequate for all reasonably anticipated losses, costs and expenses
and the Seller reasonably  believes that such reserves and accruals are adequate
for all of such losses, costs and expenses.

     2.5  Litigation.  Except as set forth on Schedule  2.5, the Seller is not a
          ----------
party to, or to the Seller's best  knowledge  threatened  with,  and none of the
Assets are subject to, any litigation,  suit, action, investigation (to the best
of the Seller's knowledge), grievance,  arbitration,  proceeding, or controversy
or claim before,  or any agreement  with,  any court,  administrative  agency or
other  governmental  authority  relating  to or  affecting  the  Assets  or  the
business,  properties,  condition  (financial  or otherwise) or prospects of the
Business.  The Seller is not in  


                                       9
<PAGE>

violation of or in default with respect to any  judgment,  order,  award,  writ,
injunction,  decree or rule of any court,  governmental department,  commission,
agency,  instrumentality,  arbitrator,  administrative  agency  or  governmental
authority  or  any  regulation  of any  administrative  agency  or  governmental
authority,  where such violation or default would have a material adverse effect
upon the Assets, the business, properties, condition (financial or otherwise) or
prospects of the Business or the consummation of the  transactions  contemplated
hereby.  The Seller has not  received  notice of any  product  liability  claim,
warranty claim or other claim whatsoever which, if decided adversely, would have
a material adverse effect on the Assets or the business, condition (financial or
otherwise), properties or prospects of the Business.

     2.6 Insurance. Schedule 2.6 sets forth a true, correct and complete list of
         ---------
all fire, theft,  casualty,  general liability,  workers compensation,  business
interruption,  environmental impairment, product liability, automobile and other
insurance  policies  insuring  the Assets or business of the Business and of all
life insurance policies maintained for any employees of the Business, specifying
the type of coverage,  the amount of coverage,  the premium, the insurer and the
expiration date of each such policy (collectively, the "Insurance Policies") and
all claims  made under such  Insurance  Policies  since  January 1, 1993.  True,
correct  and  complete  copies  of all  of  the  Insurance  Policies  have  been
previously  delivered by the Seller to the Buyer. The Insurance  Policies are in
full force and effect and are in amounts and of a nature  which are adequate and
customary  for the business of the  Business.  All premiums due on the Insurance
Policies or renewals thereof have been paid and there is no default under any of
the Insurance Policies.  Except as set forth on Schedule 2.6, the Seller has not
received  any notice or other  communication  from any  issuer of the  Insurance
Policies  canceling  or  materially  amending  any  of the  Insurance  Policies,
materially  increasing  any  deductibles  or  retained  amounts  thereunder,  or
materially  increasing the annual or other premiums payable thereunder,  and, to
the best knowledge of the Seller, no such cancellation, amendment or increase of
deductibles, retainers or premiums is threatened.

     2.7 Inventory. Schedule 2.7 sets forth a true, correct and complete list of
         ---------
the Inventory as of date hereof,  including a description and valuation thereof.
At the date  hereof,  the  Inventory  will  consist  of items of a  quality  and
quantity which are usable or saleable,  without  discount and at values at least
equal to the  values  indicated  on the latest  balance  sheet  included  in the
Financial  Statements,  in the ordinary course of business,  except as otherwise
reserved or provided for in accordance with the procedures set forth on Schedule
2.7, conducted by and within the normal operating cycle of the Business.  At the
date hereof, the value of all items of obsolete materials,  excess quantities of
materials  and of materials of below  standard  quantity will be reserved for in
accordance  with the procedures set forth in Schedule 2.7, and to the extent not
inconsistent,  with  generally  accepted  accounting  principles.  Prior  to the
Closing,  the Seller  shall have  conducted a physical  inventory  observed by a
designee  of the  Buyer.  Such  physical  inventory  shall be  certified  by the
Seller's Chief Executive Officer and Chief Financial Officer to the Buyer.

     2.8 Fixed Assets. Schedule 2.8 sets forth a true, correct and complete list
         ------------
of all Fixed Assets as of the date hereof,  including a description and the cost
and  accumulated  depreciation  on an aggregate  basis with respect to all Fixed
Assets.  Except as set forth in Schedule  2.8, as of the date hereof,  the Fixed
Assets are in good condition and repair and are sufficiently  operational (apart
from  ordinary  wear and tear) to enable the Buyer to conduct  the  business  in
essentially  the 


                                       10
<PAGE>

same manner in which it has heretofore  been  conducted by the Seller.  Prior to
the Closing,  the Seller shall have completed a physical  inventory of the Fixed
Assets and has identified the Fixed Assets to the reasonable satisfaction of the
Buyer, including without limitation, the inspection thereof.

     2.9 Leases.  Schedule 2.9(a) attached hereto sets forth a true, correct and
         ------
complete  list as of the date hereof of all leases of real  estate,  identifying
separately each ground lease, to which the Seller is a party as lessee or tenant
or which the Seller uses in the  operations  of the  Business.  Schedule  2.9(b)
attached  hereto sets forth a list of all leases of real estate  which the Buyer
will  assume  pursuant  to this  Agreement  (the  "Leases").  True,  correct and
complete  copies  of  the  Leases,   and  all  amendments,   modifications   and
supplemental agreements thereto, have previously been delivered by the Seller to
the Buyer. The Leases are in full force and effect,  are binding and enforceable
against each of the parties  thereto in accordance with their  respective  terms
and,  except as set forth on  Schedule  2.9(b)  attached  hereto,  have not been
modified or amended  since the date of  delivery  to the Buyer.  No party to any
Lease  has sent  written  notice  to the other  claiming  that such  party is in
default  thereunder,  which  default  remains  uncured.  Except  as set forth on
Schedule  2.9(b) attached  hereto,  there has not occurred any event which would
constitute a breach of or default in the  performance of any material  covenant,
agreement or condition  contained in any Lease by either party thereto,  nor has
there  occurred any event which with the passage of time or the giving of notice
or both would  constitute such a breach or material  default.  The Seller is not
obligated to pay any leasing or brokerage  commission  relating to any Lease and
will  not  have any  enforceable  obligation  to pay any  leasing  or  brokerage
commission upon the renewal or extension of any Lease. No material construction,
alteration or other leasehold improvement work with respect to any of the Leases
remains to be paid for or to be performed  by any party under any Lease.  Seller
has fulfilled all material  obligations  required pursuant to the Leases to have
been  performed by Seller and has no reason to believe that it will be unable to
perform,  when due, all of its remaining obligations under said Leases after the
date hereof to the Closing.  None of the Leases  imposes any  restrictions  that
would  materially  interfere  with the  continued  operation  of the business as
currently conducted on any of the properties that are the subject of the Leases.
There  is no  pending  or,  to the  best  of  the  Selling  Parties'  knowledge,
threatened  eminent domain taking or condemnation that will or may affect any of
the properties that are the subject of the Leases.

     2.10 Change in Financial  Condition and Assets.  Since June 30, 1997, there
          -----------------------------------------
has been no change  which  materially  and  adversely  affects the Assets or the
business,  properties,  condition  (financial  or otherwise) or prospects of the
Business.  The Seller has no knowledge of any existing or threatened occurrence,
event  or  development  related  to  the  Assets  or the  business,  properties,
condition (financial or otherwise) or prospects of the Business which could have
a material adverse effect on the Assets or the business,  properties,  condition
(financial or otherwise) or prospects of the Business.

     2.11 Accounts  Receivable.  Schedule  1.1(a)(xi) sets forth a true, correct
          --------------------
and complete list of all Accounts  Receivable,  including an aging thereof as of
the date hereof. All Accounts  Receivable arose out of the sales of inventory or
services in the ordinary course of business.

     2.12 Books and  Records.  The  general  ledgers and books of account of the
          ------------------
Seller with  respect to the  Business,  all  federal,  state,  local and foreign
income,  franchise,  property  and other


                                       11
<PAGE>

tax returns filed by the Seller, with respect to the Assets, and all other books
and  records of the Seller  with  respect to the  Business  are in all  material
respects  complete and correct and have been  maintained in accordance with good
business practice and in accordance with all applicable  procedures  required by
laws and regulations other than any digression from such practice and procedures
which has no material and adverse  effect on the Assets or the Business,  or the
valuations  thereof for the purposes of this  Agreement,  as conducted as of and
prior to the date hereof.

     2.13 Contracts and Commitments.
          -------------------------

     (a) Schedule 2.13(a) attached hereto contains a true,  complete and correct
list and description of the following contracts and agreements,  whether written
or oral,  which  relate to the  Business  and which are to be assigned  from the
Seller to the Buyer at Closing (collectively, the "Contracts"):

     (i) all material loan agreements,  indentures,  mortgages and guaranties to
which the Seller is a party or by which the Seller or its property is bound;

     (ii) all pledges, conditional sale or title retention agreements,  security
agreements,  equipment obligations,  personal property leases and lease purchase
agreements  relating  to any of the  Assets to which the Seller is a party or by
which the Seller or any of its property is bound;

     (iii) all contracts, agreements,  commitments,  purchase orders (other than
merchandise  deliveries  to  customers  in the normal  course of  business  upon
standard terms) or other understandings or arrangements to which the Seller is a
party or by which any of their  respective  property  is bound which (A) involve
payments  or  receipts  by any of them of more  than  $5,000  in the case of any
single contract, agreement, commitment, understanding or arrangement under which
full  performance  (including  payment)  has not been  rendered  by all  parties
thereto or (B) may  materially  adversely  affect the  condition  (financial  or
otherwise) or the properties, Assets, business or prospects of the Business;

     (iv)  all  collective  bargaining  agreements,  employment  and  consulting
agreements, non-competition agreements, trust agreements, executive compensation
plans, bonus, 401(k), or profit-sharing plans, deferred compensation agreements,
pension plans,  retirement plans,  employee stock option or stock purchase plans
and group life, health and accident  insurance and other employee benefit plans,
agreements, memoranda of understanding, arrangements or commitments to which the
Seller is a party or by which the Seller or any of its property is bound;

     (v) all agency, distributor, sales representative and similar agreements to
which the Seller is a party;

     (vi)  all  material  contracts,   agreements  or  other  understandings  or
arrangements,  whether written or oral,  between the Seller and any shareholder,
employee,  officer or  director of the Seller  which may affect the  Business as
conducted as of and prior to the date hereof or the Assets;


                                       12
<PAGE>

     (vii) all leases, whether operating,  capital or otherwise, under which the
Seller is lessor or lessee;

     (viii)  all  contracts,  agreements  and  other  documents  or  information
relating  to past  disposal  of  waste  (whether  or not  hazardous)  which  are
available;

     (ix) all return  policies  and product  warranties  relating to products or
goods  manufactured  or distributed by the Business as the same are currently in
effect or may have been in effect from time to time since June 30, 1997, as well
as any exception to such policies, all cooperative advertising  arrangements and
all rebate, discount or allowance arrangements;

     (x) all contracts  related to operation,  maintenance  or management of the
leased facilities under any Leases (the "Leased Premises") other than immaterial
contracts which do not constitute a part of Assumed Liabilities; and

     (xi) any licensing  agreements,  franchise  agreements  and other  material
agreement or contract entered into by the Seller.

     (b) Except as set forth on Schedule 2.13(b) attached hereto:

     (i)  each  Contract  is a  valid  and  binding  agreement  of  the  Seller,
enforceable  against the Seller in accordance with its terms, and the Seller has
no knowledge that any Contract is not a valid and binding agreement of the other
parties thereto:

     (ii) the Seller has fulfilled all material obligations required pursuant to
the  Contracts to have been  performed  by it prior to the date hereof,  and the
Seller has no reason to believe  that it will not be able to fulfill,  when due,
all of its  obligations  under the Contracts  which remain to be performed after
the date hereof to the Closing;

     (iii) the Seller is not in breach of or default under any Contract,  and no
event has  occurred  which with the  passage of time or giving of notice or both
would  constitute  such a  default,  result in a loss of rights or result in the
creation of any lien, charge or encumbrance,  thereunder or pursuant thereto (an
"Inchoate Default"); and

     (iv) to the best  knowledge of the Seller,  there is no existing  breach or
default by any other party to any Contract, and no Inchoate Default.

     (c) Except as set forth on Schedule 2.13(b), the continuation, validity and
effectiveness  of each Contract would not be affected by the transfer thereof to
Buyer  under this  Agreement  and all such  Contracts  are  assignable  to Buyer
without a consent.

     (d) True, correct and complete copies of all of the foregoing contracts and
agreements  (other than all unfilled  purchase orders and all unfilled  customer
orders),  including but not limited to the Contracts, and a list of all unfilled
purchase orders and all unfilled


                                       13
<PAGE>

customer orders,  shall be delivered by the Seller to the Buyer within five days
of the date  hereof  other than  Contracts  which will be  terminated  as of the
Closing.

     2.14 Compliance with Laws. The Seller has all requisite  licenses,  permits
          --------------------
and  certificates,  including  health and safety permits,  from federal,  state,
local and foreign  authorities  necessary  to conduct the  Business  and own and
operate the Assets  (collectively,  the  "Permits").  Schedule 2.14 sets forth a
true, correct and complete list of all such Permits,  copies of which previously
have been (or within five  business days hereof will be) delivered by the Seller
to the Buyer.  The Seller has not engaged in any activity  which would cause or,
to the  knowledge of the Seller,  permit  revocation  or  suspension of any such
Permit and no action or proceeding looking to or contemplating the revocation or
suspension  of any such Permit is pending or  threatened.  There are no existing
defaults or Inchoate Defaults by the Seller under any Permit.  The Seller has no
knowledge of any default or claimed or purported or alleged  default or Inchoate
Defaults on the part of any party in the  performance  of any  obligation  to be
performed or paid by any party under any Permit. Except as set forth in Schedule
2.14, the consummation of the  transactions  contemplated by this Agreement will
in no way affect the  continuation,  validity or effectiveness of the Permits or
require the consent of any third party under any such Permit.  The Seller is not
in violation of any law,  regulation or ordinance  (including but not limited to
laws,  regulations  or  ordinances  relating to  building,  zoning,  land use or
similar matters) relating to its properties, the violation of which could have a
material  adverse  effect on the Assets or the business,  properties,  condition
(financial or otherwise) or prospects of the Seller.  The business of the Seller
does not violate,  in any material  respect,  and the Seller is not in violation
of, any  federal,  state,  local or foreign  laws,  regulations  or orders,  the
violation or  enforcement  of which would have a material and adverse  effect on
the  Assets,  business,  properties,   condition  (financial  or  otherwise)  or
prospects of the Seller.  Except as set forth on Schedule  2.14,  the Seller has
not received any notice or communication from any federal,  state,  foreign,  or
local governmental or regulatory authority or otherwise of any such violation or
noncompliance  and  has not  received  any  notice  prior  to  such  time of any
violation that has not been cured.

     2.15  Employee Relations.
           ------------------

     (a) The Seller is in compliance with all material federal, state, local and
foreign  laws  respecting  employment  and  employment   practices,   terms  and
conditions of employment,  and wages and hours, and is not engaged in any unfair
labor  practice,  and there are no arrears  in the  payment of wages or taxes or
workers compensation assessments or penalties.

     (b) Except as set forth on Schedule 2.15:

     (i) none of Seller's Employees are represented by any labor union;

     (ii) there is no unfair labor practice complaint against the Seller pending
before the National Labor Relations Board or any state, foreign, or local agency
affecting the Seller;

     (iii) there is no pending  labor  strike or other  material  labor  trouble
affecting the Seller (including but not limited to any organizational campaign);


                                       14
<PAGE>

     (iv) there is no material labor grievance  pending against or affecting the
Seller;

     (v) there is no  pending  organizing  activities  respecting  the  Seller's
Employees;

     (vi) there are no pending  arbitration  proceedings arising out of or under
any collective  bargaining  agreement to which the Seller is a party,  or to the
best knowledge of the Seller,  any basis for which a claim may be made under any
collective  bargaining  agreement to which the Seller is a party  affecting  the
Seller's Employees; and

     (vii) there is no pending  litigation,  or other proceeding or basis for an
unasserted  claim  against the Seller by any  employee or group of  employees or
independent  contractor or group of  independent  contractors  which is based on
claims  arising  out  of  any  employee's  or  group  of  employees'  employment
relationship  with  the  Seller  or any  independent  contractor's  or  group of
independent  contractors'  independent  consulting  relationship with the Seller
(insofar as such relationship pertains to the Business of the Seller), including
but not limited to claims for contract, tort, discrimination, employee benefits,
commissions, wrongful termination, age discrimination, sexual harassment, sexual
discrimination and any and all common law or statutory claims.

     2.16 Absence of Certain Changes or Events.  Except as set forth on Schedule
          ------------------------------------
2.16, since June 30, 1997, the Seller has not entered into any transaction which
is not in the usual and ordinary course of business,  and,  without limiting the
generality of the foregoing, the Seller has not:

     (a) Mortgaged,  pledged or subjected to lien,  charge or other  encumbrance
any of the Assets;

     (b) Sold or purchased,  assigned or  transferred  any of its Assets (except
for Inventory sold in the ordinary course of business);

     (c) Made any material  amendment to or  termination of any Contract or done
any act or omitted to do any act which would cause the breach of any Contract;

     (d) Suffered any casualty losses, whether insured or uninsured, and whether
or not in the control of the Seller,  in excess of $5,000 in the  aggregate,  or
waived any rights of any value  unless such loss or waiver is  reflected  in the
Financial Statements;

     (e) Authorized or issued recall notices for any of its products relating to
the Business or initiated any safety investigations relating to the Business;

     (f) Merged or consolidated with or into any corporation or other entity;

     (g) Made,  accrued  or become  liable  for any  bonus,  profit  sharing  or
incentive payment, except for accruals under existing plans, if any, or increase
the  rate of  compensation  


                                       15
<PAGE>

payable  or to  become  payable  by it to any of its  officers,  or,  except  in
accordance  with  past  practice  and  the  ordinary  course  of  business,  its
employees;

     (h)  Waived,  forgiven,  released  or  compromised  any rights of  material
(individually  or in the  aggregate)  value to the Business,  including  without
limitation any indebtedness owed to the Seller;

     (i) Failed to use best efforts to (i) preserve the possession,  control and
good  condition of the Assets and  Business,  (ii) keep in faithful  service its
present  officers  and key  employees,  and (iii)  preserve  the goodwill of its
customers,  suppliers, agents, brokers and others having business relations with
it;

     (j) Failed to operate the Business  and  maintain  its books,  accounts and
records in the customary manner and in accordance with past practice;

     (k)  Materially  altered  the  terms,  status or funding  condition  of any
Employee Plan except as contemplated by this Agreement;

     (l) Entered into any collective  bargaining contract, or any joint venture,
partnership or other arrangement for the conduct of the Business;

     (m)  Declared  or paid any  dividend  or other  distribution  in respect of
shares of capital  stock  other than  normal  distributions  for the  payment of
income taxes occasioned by subchapter S tax election;

     (n)  Made  any  purchase,  redemption  or other  acquisition,  directly  or
indirectly, of any outstanding shares of its capital stock;

     (o) Forgiven,  released or compromised any indebtedness  owed to the Seller
by any employee or other person  except upon full payment or, in the case of any
customer,  returns  and  allowances  made in the  ordinary  course  of  business
consistent with past practices;

     (p) Purchased  any assets or  securities  of any person,  other than in the
ordinary course of business;

     (q)  Commenced  any legal  proceeding  in  bankruptcy  or any other  action
seeking  reorganization,   liquidation,   dissolution,  winding-up  arrangement,
composition  or  readjustment  of  its  debts  or any  other  relief  under  any
bankruptcy,  insolvency,  reorganization  or  other  similar  act  or law of any
jurisdiction  now or  hereafter in effect or make any other  assignment  for the
benefit of its creditors; or

     (r) Received notice of any litigation, warranty claim or products liability
claims relating to the Business.

     2.17 Customers.  Schedule 2.17 sets forth a true, correct and complete list
          ---------
of the  names and  addresses  of all  customers  of the  Seller.  None of the 15
customers  which  accounted for the largest  dollar volume of purchases from the
Seller for the twelve month period ended June 30, 


                                       16
<PAGE>

1997,  has notified the Seller that it intends to discontinue  its  relationship
with the Seller nor, to the best of the Seller's knowledge, does there exist any
actual  or  threatened  termination,  cancellation  or  limitation  of,  or  any
modification or change in, the business relationship of the Seller with any such
customer  nor  does  there  exist a  present  condition  or  state  of  facts or
circumstances   known  to  the  Seller  involving  such  customers  which  would
materially  adversely  affect the Business or prevent the Buyer from  conducting
the Business after the  consummation  of the  transactions  contemplated by this
Agreement  in  essentially  the same  manner  in which  it has  heretofore  been
conducted by the Seller. The Seller has no consignment sales in effect as of the
date  hereof  and no  customer  has any  return  rights  except  as set forth on
Schedule 2.13(a).

     2.18 Suppliers.  Schedule 2.18 sets forth a true, correct and complete list
          ---------
of the names and  addresses of the ten  suppliers of the Seller which  accounted
for the largest  dollar  volume of  purchases by the Seller for the twelve month
periods  ended the date  hereof  and  twelve  months  prior to the date  hereof,
respectively. The Seller is not a party to any requirements contract relating to
the purchase of inventory,  finished goods or other property used in the conduct
of the Business.  None of the Seller's suppliers has notified the Seller that it
intends to discontinue its relationship with the Seller, nor raise its prices so
as to materially  adversely affect the Business nor, to the best of the Seller's
knowledge,  does there exist any actual or threatened termination,  cancellation
or limitation of, or any modification or change in, the business relationship of
the Seller with any such supplier,  nor does there exist a present  condition or
state of facts or  circumstances  known to the Seller  involving  such suppliers
which would  materially  adversely affect the Business or prevent the Buyer from
conducting the Business after the consummation of the transactions  contemplated
by this Agreement in essentially the same manner in which it has heretofore been
conducted by the Seller.

     2.19  Prepayments  and Deposits.  Except as set forth on Schedule 2.19, the
           -------------------------
Seller has no prepayments or deposits from customers for products to be shipped,
or services to be performed, by the Seller after the date hereof.

     2.20 Trade Names and Other Intangible Property.
          -----------------------------------------

     (a) Schedule 2.20 attached  hereto sets forth a true,  correct and complete
list and a description of all Intangible  Property.  True,  correct and complete
copies of all licenses and other agreements  relating to the Intangible Property
have been  previously  delivered  by the Seller to the Buyer.  The Seller has no
knowledge of any default or claimed or purported or alleged  default or state of
facts which with notice or lapse of time or both would  constitute  a default on
the part of any party in the  performance  of any  obligation to be performed or
paid by any party  under any such  license  or  agreement.  During the past five
years the only name by which the  Seller  has been known or which the Seller has
used is its corporate name set forth in the preamble of this Agreement.

     (b) Except as otherwise  disclosed in Schedule  2.20 attached  hereto,  the
Seller is the sole and exclusive owner, free and clear of all liens,  claims and
restrictions,  of all Intangible Property and all designs,  permits,  labels and
packages used on or in connection  therewith.  The Intangible  Property owned by
the Seller is sufficient to conduct the Business,  as presently  conducted.  The
Seller has received no notice of, and has no knowledge of any basis for, a claim
against it that any of its  operations,  activities,  products  or  publications
infringes on


                                       17
<PAGE>

any patent, trademark,  trade name, copyright or other property right of a third
party, or that it is illegally or otherwise using the trade secrets, formulae or
any property rights of others.  Except as otherwise  disclosed in Schedule 2.20,
the  Seller  (i) has no  disputes  with or claims  against  any third  party for
infringement by such third party of any trade name or other Intangible  Property
of the Seller,  and (ii) is not obligated or under any  liability  whatsoever to
make  any  payments  by way of  royalties,  fees or  otherwise  to any  owner or
licensee of, or other claimant to, any patent, trademark,  trade name, copyright
or other property  right,  with respect to the use thereof or in connection with
the  conduct  of the  Business  or  otherwise.  The  Seller  has taken all steps
reasonably  necessary  to protect  its right,  title and  interest in and to the
Intangible  Property.  Except as set forth in Schedule 2.20, the consummation of
the  transactions   contemplated  by  this  Agreement  (including  any  required
financing) will in no way affect the continuation,  validity or effectiveness of
the Intangible  Property or require the consent of any third party in respect of
the Intangible Property.

     2.21 Employee Benefit Plans.
          ----------------------

     (a) ERISA. Except as set forth on Schedule 2.21, neither the Seller nor any
person, firm,  corporation or entity which is (or within the past five years has
been) a member with the Seller of a "controlled or affiliated group", within the
meaning of Section 414(b),  (c), (m), (n) or (o) of the Internal Revenue Code of
1986, as amended (the "Code"),  has maintained,  sponsored or contributed to any
"pension  plan" within the meaning of Section  3(2) of the  Employee  Retirement
Income Security Act of 1974, as amended ("ERISA"), any "welfare plan" within the
meaning of Section 3(1) of ERISA, or any other employee  benefit plan,  program,
practice or  arrangement,  whether or not subject to ERISA (a "non-ERISA  plan")
(such  pension  plans,  welfare  plans and  non-ERISA  plans of the Seller being
herein  referred to as the  "Employee  Plans").  Except as set forth on Schedule
2.21,  the Seller has provided the Buyer with a true,  correct and complete copy
of each pension plan,  each welfare plan and each  non-ERISA plan listed on such
Schedule,  together with a copy of the most recent summary plan  description and
annual  report (if  applicable)  with  respect to each such plan.  Except as set
forth  on  Schedule  2.21,  each  pension  plan  listed  on such  Schedule  is a
"qualified  plan"  within the meaning of Section 401 of the Code.  Except as set
forth on Schedule 2.21,  each pension plan, each welfare plan and each non-ERISA
plan listed on such Schedule has been administered in accordance with its terms,
and each  pension plan and welfare plan has been  operated and  administered  in
accordance  with all  applicable  requirements  of ERISA and the  Code.  Without
limiting the generality of the foregoing, no trustee, administrator, sponsor, or
other  party-in-interest  or disqualified person, has engaged or participated in
any "prohibited  transaction",  as that term is defined in Section 4975(c)(1) of
the Code,  with  respect to any pension  plan or welfare plan listed on Schedule
2.21.  Without limiting the generality of the foregoing,  in connection with all
welfare or  non-ERISA  plans which are subject to  continuation  coverage  under
Section  4980B of the Code,  all  notices  and  elections  with  respect to such
coverage have been made in compliance  with the  requirements  of Section 4980B.
With respect to each "defined benefit pension plan", as defined in Section 3(35)
of ERISA,  identified on Schedule  2.21: (i) the fair market value of the assets
thereof as of the date hereof is as set forth on such Schedule; (ii) the present
value of all accrued  benefits  thereunder,  determined  as if such pension plan
terminated on the date hereof,  is as set forth on Schedule  2.21;  (iii) if any
such plan is a  "multiemployer  plan", as defined in Section 3(37) of ERISA, the
present value of the contingent liability of the Seller both in the event of the
termination of such plan and in the event that the Seller withdraws therefrom is
as set forth on 


                                       18
<PAGE>

Schedule  2.21;  (iv)  no  such  plan  has  incurred  an  "accumulated   funding
deficiency",  as such term is defined in Section  302 of ERISA,  and (v) no such
pension plan has terminated,  nor has any "reportable event", within the meaning
of Section 4043 of ERISA,  occurred with respect to such plan. All contributions
for all periods  ending  prior to the date hereof  (including  periods  from the
first day of the current plan year to the date hereof) will be made prior to the
date  hereof by the Seller in  accordance  with past  practice  with  respect to
pension  plans,  welfare  plans and  non-ERISA  plans.  All  insurance  premiums
(including premiums to the Pension Benefit Guaranty  Corporation) have been paid
in full, subject only to normal retrospective adjustments in the ordinary course
of  business,  with  regard  to  applicable  plans  for  policy  years  or other
applicable policy periods ending on or before the date hereof.

     (b) Claims and  Litigation.  Except as set forth on Schedule  2.21,  to the
best of the Seller's knowledge, there are no threatened or pending claims, suits
or  other   proceedings  by  present  or  former   employees  of  Seller,   plan
participants, beneficiaries or spouses of any of the above, the Internal Revenue
Service,  the Pension  Benefit  Guaranty  Corporation,  or any other  pension or
entity  involving any Employee Plan,  including claims against the assets of any
trust, involving any Employee Plan, or any rights or benefits thereunder,  other
than ordinary and usual claims for benefits to  participants  or  beneficiaries,
including claims pursuant to domestic relations orders and there is no basis for
any legal action, proceeding or investigation with respect to such plans.

     2.22  Leased Premises.
           ---------------

     (a) Schedule 2.22 contains a true, correct and complete list of the address
of all Leased Premises.

     (b) Except as set forth on Schedule  2.22, no work has been performed on or
materials supplied to the Leased Premises within any applicable statutory period
which could give rise to mechanics or materialmen's  liens; all bills and claims
for labor performed and materials  furnished to or for the benefit of the Leased
Premises  for all periods  prior to the Closing  shall be paid in full,  and the
Seller has no knowledge of any mechanic's or materialmen's liens, whether or not
perfected, on or affecting any portion of the Leased Premises.

     (c) There is no  pending  or  threatened  condemnation  or  eminent  domain
proceeding with respect to the Leased Premises.

     (d) Except as set forth on Schedule 2.22,  there are no taxes or betterment
or special  assessments other than ordinary real estate taxes pending or payable
against the Leased Premises and there are no contingencies  existing under which
any  assessment  for real estate taxes may be  retroactively  filed  against the
Leased Premises;  the Seller has no knowledge of any proposed special assessment
that may affect the Leased Premises or any part thereof;  there are no penalties
due with respect to real estate taxes  and/or  impositions,  and all real estate
taxes and/or impositions  (excepting those for the current year that are not yet
due and  payable)  with respect to the Leased  Premises  have been paid in full;
there are no taxes or levies,  permit fees or connection fees which must be paid
respecting existing curb cuts, sewer hookups,  water-main hookups or services of
a like nature.


                                       19
<PAGE>

     (e) The Leased  Premises  comply  with the  requirements  of all  building,
zoning,  subdivision,  health, safety,  environmental,  pollution control, waste
products,  sewage  control  and all  other  applicable  statutes,  laws,  codes,
ordinances,   rules,  orders,   regulations  and  decrees   (collectively,   the
"Government  Regulations") of any and all government agencies. To the extent set
forth in Schedule  2.14,  the Seller has  obtained and provided to the Buyer all
consents,   permits,   licenses  and  approvals   required  by  such  Government
Regulations,  such consents,  permits,  licenses and approvals are in full force
and effect,  have been properly and validly issued,  and on or prior to the date
hereof  will be  assigned  to the Buyer by the Seller to the extent the same are
assignable.  Except as set forth in Schedule 2.14, there is no uncured breach of
any condition or  requirement  imposed by, or pursuant to, any permit or license
issued with respect to the Leased  Premises.  There is no action  pending or, to
the  best of the  Seller's  knowledge,  threatened  by any  government  agencies
claiming  that the Leased  Premises  violates  such  Government  Regulations  or
threatening to shut down the Business or the use of the Assets or to prevent the
Assets from being used as presently used.

     (f) Except as set forth on  Schedule  2.22,  there are no  actions,  suits,
petitions, notices or proceedings pending, given or, to the best of the Seller's
knowledge,  threatened by any persons or government  agencies  before any court,
government agencies or instrumentalities,  administrative or otherwise, which if
given, commenced or concluded would have a material adverse effect on the value,
occupancy, use or operation of the Leased Premises.

     (g) The structural components of all of the buildings located on the Leased
Premises are in good condition and repair, normal wear and tear excepted.

     (h) The Seller (i) has not received notice and (ii) has no knowledge of the
existence of any outstanding notice:

     (A) from  any  federal,  state,  county,  municipal  or  foreign  authority
alleging any health, safety, pollution, environmental, zoning or other violation
of law with respect to the Leased Premises or any part thereof that has not been
entirely corrected; or

     (B) from any  insurance  company or  bonding  company  with  respect to any
defects or  inadequacies  in the Leased  Premises or any part thereof that would
adversely   affect  the   insurability  of  same  or  cause  the  imposition  of
extraordinary  premiums or charges  therefor or any  termination  or  threatened
termination of any policy of insurance or bond relating thereto.

If the Seller obtains knowledge of any such notice prior to the date hereof, the
Seller shall promptly notify Buyer thereof.

     2.23  Disclosure.  No  representation  or  warranty  by the  Seller in this
           ----------
Agreement  or in any  Exhibit  hereto,  or in any list,  statement,  document or
information  set  forth  in or  attached  to  any  Schedule  delivered  or to be
delivered  pursuant  to this  Agreement,  contains  or will  contain  any untrue
statement of a material fact or omits or will omit any material  fact  necessary
in order to make the statements contained therein not misleading. The Seller has
disclosed  to the  Buyer  all  material  facts  pertaining  to the  transactions
contemplated by this Agreement.


                                       20
<PAGE>

     2.24  Brokers.  All  negotiations   relative  to  this  Agreement  and  the
           -------
transactions  contemplated hereby have been carried on by the Seller without the
intervention  of any other  person  in such  manner as to give rise to any valid
claim for a finder's fee, brokerage commission or other like payment.

     2.25  Preservation  of  Assets.  The  Seller  has  not  sold,  assigned  or
           ------------------------
transferred any of the Assets, other than in the ordinary course of business, or
declared  or paid any  dividend  or other  distribution  in respect of shares of
capital stock or made any purchase, redemption or other acquisition, directly or
indirectly, of any outstanding shares of its capital stock, since June 30, 1997.

     2.26  Environmental Compliance.
           ------------------------

     (a) The Seller has obtained all permits,  licenses and other authorizations
required  under  Federal,  state and local laws,  relating to  protection of the
Environment  (as  defined  below),  including  laws  relating to any Release (as
defined below) of or presence of pollutants, contaminants, or hazardous or toxic
materials or wastes into or in soil, surface waters, groundwaters,  land, stream
sediments,  surface or subsurface strata,  ambient air, and/or any environmental
medium  (the   "Environment")  or  relating  to  the  manufacture,   processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
pollutants, contaminants or hazardous or toxic materials or waste. Schedule 2.26
hereto sets forth a complete and accurate list of all such permits, licenses and
other authorizations obtained by the Seller, copies of which have been delivered
to the Buyer.  The Seller is in full compliance with all terms and conditions of
such permits, licenses and other authorizations.

     (b) Except as  indicated on Schedule  2.26 neither the Seller has,  and, to
the best of the  Seller's  knowledge,  after due  inquiry,  none of the Seller's
employees,   agents,   contractors  or  subcontractors  have,  used,  generated,
processed,  stored,  transported,  recycled,  Released or otherwise  handled any
Hazardous  Materials  (as defined  below) except as permitted by law on or about
any real property related to the Seller's  business or the Seller's  contractual
relations with any such agents,  contractors or subcontractors,  including,  but
not limited to, real property  formerly owned by the Seller  (collectively,  the
"Seller Real Property") and the facilities now or formerly leased or operated by
the Seller  (collectively,  the "Seller  Facilities").  Additionally,  except as
indicated on Schedule 2.26,  and, to the best of the Seller's  knowledge,  after
due inquiry neither the Seller  Facilities nor the Seller Real Property is being
used or has ever  previously  been  used for the  generation,  use,  processing,
storage,  transportation,  recycling,  Release  or  handling  of  any  Hazardous
Materials,  except  as such use may have been  permitted  by law.  In  addition,
except  as  indicated  on  Schedule  2.26,  and,  to the  best  of the  Seller's
knowledge,  after due inquiry neither the Seller  Facilities nor the Seller Real
Property has ever been  affected by any  Hazardous  Materials  Contamination  or
Environmental  Condition. The Seller, in the conduct of its business, is and has
been in compliance with all Environmental Laws. Notwithstanding any statement or
representation  to the contrary in any affidavit or other  document,  the Seller
affirmatively  represents  that as of the date  hereof,  the Seller has made all
filings  required  by RCRA and that there have been no failures by the Seller to
timely  report under CERCLA  Section 103 or RCRA Section 304. The Seller has not
received any written notice from any governmental  authority or any other person
respecting or related to any actual, threatened or potential Release or presence
of any Hazardous Materials or any non-compliance with any


                                       21
<PAGE>

Environmental Laws as to which any such claimed noncompliance  presently exists.
Notwithstanding the preceding  sentence,  the Seller has not received any notice
from  any  governmental   authority  respecting   noncompliance  with  RCRA.  No
investigation, administrative proceeding, consent order or agreement, limitation
or  settlement  with  respect  to  Hazardous   Materials,   Hazardous  Materials
Contamination  or  Environmental  Condition  is,  to the  best  of the  Seller's
knowledge,  proposed,  threatened,  anticipated  or in force with respect to its
business, nor has such property ever been on any Federal or state "Superfund" or
"Super Lien" list.

     As used in this Section 2.26, "due inquiry" shall mean that Seller has made
inquiry of all of Seller's executives,  corporate officers and directors and any
employee or agent of Seller with responsibility for environmental matters.

     As used herein "Hazardous  Materials"  include any (i) "Hazardous Waste" as
defined by The Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section
6901  et  seq.),  as  amended  from  time  to  time  ("RCRA"),  and  regulations
promulgated   thereunder;   and   "Hazardous   Substance"   as  defined  by  The
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C.  Section  9601 et seq.),  as amended  from time to time  ("CERCLA"),  and
regulations  promulgated  thereunder;   (ii)  asbestos;   (iii)  polychlorinated
biphenyls;  (iv) any  substance,  the  presence of which on the  premises of the
Seller's  business,  is prohibited by applicable law; (v) oil,  petroleum or any
petroleum products or by-products;  (vi) any other substance which, according to
applicable law, requires special handling or notification of any Federal,  state
or local governmental entity in its collection,  processing,  handling, storage,
transport, treatment or disposal or exposure thereto; (vii) any substance, which
if not  properly  disposed  of,  may  pollute,  contaminate,  harm or  have  any
detrimental effect on the Environment; (viii) underground storage tanks, whether
empty,  filled  or  partially  filled  with any  substance;  and (ix) any  other
pollutant,  toxic substance,  hazardous  substance,  hazardous waste,  hazardous
material or hazardous substance as regulated by or defined in or pursuant to any
Environmental  law or any other  Federal,  state,  or local  environmental  law,
regulation, ordinance, rule, or by-law, whether existing on or prior to the date
hereof.

     As used  herein,  "Hazardous  Materials  Contamination"  shall  mean,  with
respect  to  any  premises,   building  or  facilities   or,  the   Environment,
contamination by a Release or the presence of Hazardous Materials.

     As used herein,  "Environmental  Condition"  shall mean any condition  with
respect  to the  Environment  on or off the  Seller  Real  Property  and  Seller
Facilities,  whether or not yet  discovered,  which  could or does result in any
damage, loss, cost, expense,  claim,  demand,  order, or liability to or against
the  parties  hereto by any third  party  (including,  without  limitation,  any
government entity), including,  without limitation, any condition resulting from
the operation of Seller's  business  and/or the operation of the business of any
other property owner or operator in the vicinity of the Seller Real Property and
Seller  Facilities  and/or any activity or operation  formerly  conducted by any
person or entity on or off the Seller Real Property and Seller Facilities.

     As used  herein,  "Release"  shall  mean any  spilling,  leaking,  pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping
or disposing.


                                       22
<PAGE>

     As used herein, "Environmental Laws" shall mean any environmental or health
and/or  safety-related  law,  regulation,  rule,  ordinance,  or  by-law  at the
Federal,  state,  or  local  level,  whether  existing  as of the  date  hereof,
previously enforced, or subsequently enacted,  including but not limited to: (i)
Comprehensive Environmental Response,  Compensation,  and Liability Act of 1980,
as amended by the Superfund  Amendments and Reauthorization Act of 1986, 42 USCA
9601 et seq.;  (ii)  Solid  Waste  Disposal  Act,  as  amended  by the  Resource
Conservation  and Recovery Act of 1976,  as amended by the  Hazardous  and Solid
Waste  Amendments of 1984, 42 USCA 6901 et seq.;  (iii) Federal Water  Pollution
Control  Act of 1972 as amended by the Clean Water Act of 1977,  as amended,  33
USCA 1251 et seq.;  (iv) Toxic  Substances  Control Act of 1976, as amended,  15
USCA 2601 et seq.;  (v) Emergency  Planning and Community  Right-to-Know  Act of
1986, 42 USCA 11001 et seq.; (vi) Clean Air Act of 1966, as amended by the Clean
Air Act of 1986,  as amended by the Clean Air Act  Amendments  of l990,  42 USCA
7401 et seq.; (vii) National  Environmental  Policy Act of 1970, as amended,  42
USCA 4321 et seq.;  (viii) Rivers and Harbors Act of 1970,  as amended,  33 USCA
401 et seq.; (ix) Endangered  Species Act of 1973, as amended,  16 USCA 1531, et
seq; (x) Occupational  Safety and Health Act of 1970, as amended, 29 USCA 651 et
seq.; (xi) Safe Drinking Water Act of 1974, as amended, 42 USCA 300 et seq., and
any other federal,  state, or local law,  regulation,  rule,  ordinance or order
currently in existence which governs:

     (i) the  existence,  cleanup  and/or  remediation  of  toxic  or  hazardous
materials;

     (ii) the Release,  emission,  discharge or presence of Hazardous  Materials
into or in the Environment;

     (iii) the control of Hazardous Materials; or

     (iv) the use, generation,  transport, treatment, storage, disposal, removal
or recovery of Hazardous Materials.

     3.   Representations of the Shareholder
          ----------------------------------

     Representations  and warranties  made by the  Shareholder  herein or in any
instrument  or document  furnished  in  connection  herewith  shall  survive the
Closing until (and  including)  the fifth  anniversary  of the date hereof.  The
Shareholder represents and warrants to the Buyer as follows:

     3.1 Authorization.  The Shareholder has the full power, authority and legal
         -------------
right to execute and deliver this  Agreement,  and to perform his  covenants and
agreements  hereunder,  and this  Agreement  constitutes  the valid and  legally
binding  obligation of the Shareholder,  enforceable  against him, in accordance
with its terms  except as such  enforceability  may be  limited  by  bankruptcy,
insolvency,   reorganization   or  similar  laws  affecting   creditors'  rights
generally.  The execution,  delivery and  performance by the Shareholder of this
Agreement and the agreements  provided for herein,  and the  consummation by the
Shareholder of the transactions  contemplated hereby and thereby, will not, with
or without the giving of notice or the passage of time or both,  (a) violate the
provisions  of any law, rule or regulation  applicable to the  Shareholder;  (b)
violate any judgment,  decree, order or award of any court, governmental body


                                       23
<PAGE>

or  arbitrator;  or (c) conflict with or result in the breach or  termination of
any  term or  provision  of,  or  constitute  a  default  under,  or  cause  any
acceleration  under,  or cause the creation of any lien,  charge or  encumbrance
upon the  properties or assets of the  Shareholder  pursuant to, any  indenture,
mortgage,  deed of trust or other instrument or agreement to which he is a party
or by which he or any of his  properties  is or may be  bound,  other  than with
respect to obligations  of  Shareholder  which will be discharged at or prior to
Closing.

     3.2 Ownership of the Assets. The Seller is, and at the Closing will be, the
         -----------------------
true  and  lawful  owner of the  Assets,  and  will  have the  right to sell and
transfer  to the Buyer good and  marketable  title to all  Assets,  which at the
Closing will be free and clear of all Encumbrances. The delivery to the Buyer of
the  instruments  of transfer of ownership  contemplated  by this Agreement will
vest good and marketable title to all Assets in the Buyer, free and clear of all
liens, mortgages, pledges, security interests,  restrictions, prior assignments,
encumbrances  and  claims of any kind or  nature  whatsoever.  The  Assets to be
conveyed to the Buyer hereunder  constitute all properties,  assets,  rights and
claims which are necessary to the conduct of the Business as currently conducted
by the Seller.

     4.   Representations of the Buyer
          ----------------------------

     Representations  and  warranties  made  by  the  Buyer  herein  or  in  any
instrument  or document  furnished  in  connection  herewith  shall  survive the
Closing until (and  including)  the fifth  anniversary  of the date hereof.  The
Buyer represents and warrants to the Seller as follows:

     4.1  Organization  and  Authority.  The Buyer is duly organized and validly
          ----------------------------
existing and in good standing under the laws of the State of New Jersey, and has
requisite power and authority to own its properties and to carry on its business
as now being  conducted.  The Buyer has full power to execute and  deliver  this
Agreement,  and the  Assumption  Agreement  and to consummate  the  transactions
contemplated hereby and thereby.

     4.2  Authorization.  The  execution  and delivery of this  Agreement by the
          -------------
Buyer and the  agreements  provided  for herein to which it is a party,  and the
consummation by the Buyer of all  transactions  contemplated  hereby,  have been
duly authorized by all requisite  corporate action.  This Agreement and all such
other  agreements  and  written  obligations  entered  into  and  undertaken  in
connection with the transactions  contemplated  hereby constitute the respective
valid and legally binding  obligations of the Buyer,  enforceable  against it in
accordance  with their  respective  terms except as such  enforceability  may be
limited by  bankruptcy,  insolvency,  reorganization  or similar laws  affecting
creditors  rights  generally.  The execution,  delivery and  performance of this
Agreement and the agreements  provided for herein,  and the  consummation by the
Buyer of the  transactions  contemplated  hereby and thereby,  will not, with or
without  the giving of notice or the  passage of time or both,  (a)  violate the
provisions of any law, rule or regulation  applicable to the Buyer;  (b) violate
the  provisions of the  organizational  documents of the Buyer;  (c) violate any
judgment,  decree, order or award of any court,  governmental body or arbitrator
applicable  to the  Buyer;  or (d)  conflict  with or  result  in the  breach or
termination of any term or provision of, or constitute a default under, or cause
any acceleration under, or cause the creation of any lien, charge or encumbrance
upon the properties or assets of the Buyer pursuant to, any indenture, mortgage,
deed of trust or other  agreement or instrument to which it or its properties is
a party or by which the Buyer is or may be bound.  Schedule 4.2 attached 


                                       24
<PAGE>

hereto  sets  forth a true,  correct  and  complete  list  of all  consents  and
approvals of third parties that are required of the Buyer in connection with the
consummation by the Buyer of the transactions contemplated by this Agreement.

     4.3 Regulatory Approvals. All consents, approvals, authorizations and other
         --------------------
requirements prescribed by any law, rule or regulation which must be obtained or
satisfied by the Buyer and which are necessary for its consummation by the Buyer
of the  transactions  contemplated by this Agreement have been, or will be prior
to the date hereof, obtained and satisfied.

     4.4  Brokers.   All  negotiations   relative  to  this  Agreement  and  the
          -------
transactions  contemplated  hereby have been carried on by the Buyer without the
intervention  of any other  person  in such  manner as to give rise to any valid
claim for a finder's fee, brokerage commission or other like payment.

     5.   Confidentiality; Public Announcements
          -------------------------------------

     5.1 Confidentiality. All information not previously disclosed to the public
         ---------------
or not generally  known to persons  engaged in the business of the Seller or the
Buyer  which shall have been  furnished  by the Buyer or the Seller to the other
party in  connection  with the  transactions  contemplated  hereby  shall not be
disclosed  by such  receiving  party to any person  other than their  respective
employees, directors, attorneys, accountants or financial advisors or other than
as contemplated herein. In the event that the transactions  contemplated by this
Agreement  shall not be  consummated,  all such  information  which  shall be in
writing shall be returned to the party  furnishing the same,  including,  to the
extent  reasonably  practicable,  all copies or reproductions  thereof which may
have been prepared,  and neither party shall at any time thereafter  disclose to
third parties,  or use,  directly or indirectly,  for its own benefit,  any such
information, written or oral, about the business of the other party hereto.

     5.2 Public Announcements. The parties will cooperate in the issuance of any
         --------------------
press releases or otherwise in the making of any public  statements with respect
to the transactions contemplated hereby.

     6.   Employee Matters
          ----------------

     6.1  Seller's  Employees.  The  Seller  has  furnished  to the Buyer a list
          -------------------
containing the names of all its employees  (hereinafter  collectively called the
"Seller's  Employees"),  including each such employee's status,  social security
number and current compensation. If any such employee's employment is terminated
or status changed prior to the date hereof, the Seller shall promptly notify the
Buyer of such  termination or status change and, in the case of termination,  if
such  employee  is  replaced,  the name,  date of hire and  compensation  of the
individual replacing such employee.

     6.2 Future  Changes.  Subject to Section  8.13,  nothing in this  Section 6
         ---------------
shall  require the Buyer to retain any of Seller's  Employees  for any period of
time after the date hereof. Subject to requirements of applicable law, the Buyer
reserves  the  right at any  time  after  the  date  hereof  to  terminate  such
employment  and amend,  modify or terminate any term or condition of 


                                       25
<PAGE>

employment,  including without  limitation,  any employee benefit plan, program,
policy, practice or arrangement.

     6.3 Plant Closing. None of the Selling Parties has, directly or indirectly,
         -------------
taken or  omitted to take any action  which may  result in the  Seller's  or the
Buyer's  liability  to any  person or entity  under the  Worker  Adjustment  and
Retraining Notification Act of 1988 (the "WARN Act"). The term "any action" does
not include the sale and  acquisition  contemplated  by this  Agreement  and the
liability  under  the  WARN  Act,  if  any,  which  results  from  the  Seller's
termination  of employees in connection  with such sale and  acquisition  is the
sole responsibility of the Seller.

     6.4  Reporting of Data.  The Buyer and the Seller shall compile and furnish
          -----------------
to each other such actuarial and employee data as shall be required from time to
time for each party to perform and fulfill its obligations under this Section 6.

     6.5 Pending  Litigation.  With respect to any litigation pending, or to the
         -------------------
knowledge of the Seller threatened,  as set forth in Schedule 2.21 hereto, which
claim alleges violation of any  nondiscrimination  laws,  collective  bargaining
agreements,  employment  contract and termination thereof or wage and hour laws,
Seller  shall fully  defend such claim.  Subject to Section  1.3(a)(iii)  Seller
shall be responsible for any monetary  damages awarded in connection  therewith.
It is  understood  by the  parties  that if Seller  chooses to settle any matter
relating to any of the foregoing,  including the terms and conditions thereof of
any back pay claims,  such settlement  shall be at the sole discretion of Seller
and Seller shall be solely  responsible  for the payment or  performance  of any
such settlement terms.

     7.   Best Efforts to Obtain Satisfaction of Conditions
          -------------------------------------------------

     The  Selling  Parties  and the Buyer  covenant  and agree to use their best
efforts  to  obtain  the  satisfaction  of  the  conditions  specified  in  this
Agreement.

     8.   Conditions to Obligations of the Buyer
          --------------------------------------

     The  obligations  of the Buyer  under  this  Agreement  are  subject to the
fulfillment,  at the date hereof, of the following conditions precedent, each of
which may be waived in writing in the sole discretion of the Buyer:

     8.1  Continued  Truth of  Representations  and  Warranties  of the  Selling
          ----------------------------------------------------------------------
Parties:  Compliance with Covenants and  Obligations.  The  representations  and
----------------------------------------------------
warranties  of the Selling  Parties  shall be true on and as of the date hereof.
The Seller shall have  performed and complied in all material  respects with all
covenants  required by this  Agreement to be  performed  or complied  with by it
prior to or at the date hereof.

     8.2 Corporate Proceedings.  All corporate and other proceedings required to
         ---------------------
be taken on the part of the Seller to authorize or carry out this  Agreement and
to convey, assign, transfer and deliver the Assets shall have been taken.


                                       26
<PAGE>

     8.3 Other Governmental Approvals. All courts of law, governmental agencies,
         ----------------------------
departments, bureaus, commissions and similar bodies, the consent, authorization
or approval of which is  necessary  under any  applicable  law,  rule,  order or
regulation for the consummation by the Seller of the  transactions  contemplated
by this Agreement and the operation of the Seller's business by the Buyer, shall
have consented to, authorized, permitted or approved such transactions including
but  not  limited  to,  all  clearance  certificates  required  pursuant  to any
applicable  retail  sales  tax  legislation  required  in  connection  with  the
completion of the transactions contemplated herein.

     8.4 Consents of Lenders,  Lessors and Other Third Parties. The Seller shall
         -----------------------------------------------------
have received the consents and approvals of all lenders, lessors and other third
parties  whose  consent  or  approval  is  required  in order for the  Seller to
consummate the transactions  contemplated by this Agreement,  including  without
limitation,  the landlord at the  premises at each of 460 West 34th Street,  New
York, New York and 120 West 44th Street, New York, New York.

     8.5 Adverse Proceedings.  No action or proceeding by or before any court or
         -------------------
other  governmental  body shall have been instituted by any governmental body or
person  whatsoever  which shall seek to  restrain,  prohibit or  invalidate  the
transactions  contemplated  by this Agreement or which might affect the right of
the Buyer to own or use the Assets after the date hereof.

     8.6 Opinion of Counsel.  The Buyer shall have  received an opinion of Elias
         ------------------
Goodman  Shanks & Zizmor,  L.L.P.,  counsel to the Seller,  dated as of the date
hereof,  substantially in the form attached hereto as Exhibit D (the "Opinion of
Seller's Counsel").

     8.7  Board  of  Directors  and  Shareholder  Approval.  The  directors  and
          ------------------------------------------------
shareholders  of  the  Seller  shall  have  duly  authorized  the   transactions
contemplated by this Agreement.

     8.8 Title to Assets.  At the  Closing,  the Buyer  shall  receive  good and
         ---------------
marketable title to all Assets, free and clear of all liens, mortgages, pledges,
security interests, restrictions, prior assignments,  encumbrances and claims of
any kind or nature whatsoever.

     8.9 Environmental  Reports;  Compliance with Laws. The Buyer shall not have
         ---------------------------------------------
received unsatisfactory environmental reports from its environmental consultants
and at any time prior to the Closing shall not have  discovered  that any Leased
Premises fails to comply in any material  respect with all  applicable  federal,
foreign,  state or local  environmental,  zoning,  land use, and wetlands  laws,
rules and regulations.

     8.10 Fire,  Casualty or Eminent Domain.  If any of the Assets are, prior to
          ---------------------------------
the date hereof,  either  damaged by fire or other casualty  insured  against or
taken, in whole or in part, by eminent domain proceedings,  then the Buyer shall
have the right to accept said Assets in their  damaged or  diminished  condition
together  with an  assignment  to Buyer  of all  insurance  and/or  condemnation
proceeds  payable with respect to such fire,  casualty or loss or terminate this
Agreement.

     8.11 Due Diligence  Review.  The Buyer shall have completed a due diligence
          ---------------------
review of the  Business,  the results of which  review are  satisfactory  to the
Buyer.




                                       27
<PAGE>

     8.12  Employment  Agreement.  The  Shareholder  shall have entered into the
           ---------------------
Employment  Agreement  with the Buyer in the form attached  hereto as Exhibit E,
(the "Employment Agreement").

     8.13 Seller's Employees.  Each of the Seller's Employees listed on Schedule
          ------------------
8.13 has  agreed  to be  employed  by the  Buyer as of the date  hereof  and has
executed  an  agreement  with the Buyer  which  contains  invention  assignment,
non-competition and non-solicitation provisions.

     8.14 Closing  Deliveries.  The Buyer shall have received at or prior to the
          -------------------
Closing each of the following documents:

     (a) a bill of sale  substantially in the form attached hereto as Exhibit A,
executed by the Seller;

     (b) such  instruments  of conveyance,  assignment  and transfer,  and motor
vehicle  transfers  and  safety  inspection  certificates,  if any,  in form and
substance satisfactory to the Buyer, as shall be appropriate to convey, transfer
and  assign to, and to vest in,  the  Buyer,  good and  marketable  title to the
Assets other than the Intangible Property;

     (c) such  instruments  of  conveyance,  assignment and transfer in form and
substance  satisfactory  to the  Buyer  and in a form  appropriate  to file,  if
required, with the United States Office of Patents and Trademarks, sufficient to
convey,  transfer and assign to, and to vest in, the Buyer,  good and marketable
title to the Intangible Property;

     (d)  all  technical  data,  formulations,   product  literature  and  other
documentation  relating  to the  Seller's  business,  all in form and  substance
satisfactory to the Buyer;

     (e) such  contracts,  files and other data and documents  pertaining to the
Assets or the Business as the Buyer may reasonably request;

     (f)  copies of the  general  ledgers  and books of  account  of the  Seller
related to the  Business,  and all  federal,  state,  local and foreign  income,
franchise,  capital,  property  and other tax  returns  filed by the Seller with
respect to the Assets since June 30, 1997.

     (g) such  certificates  of the Seller's  officers and such other  documents
evidencing  satisfaction  of the  conditions  specified in this Section 8 as the
Buyer shall reasonably request;

     (h) certificate of the Secretary of the Seller  attesting to the incumbency
of the Seller's officers,  respectively, and the authenticity of the resolutions
authorizing the transactions contemplated by the Agreement;

     (i)  estoppel  certificates  from each lessor under the Leases set forth in
Schedule  2.9(b)  attached hereto (i) consenting to the assignment of such Lease
to the Buyer; (ii) representing that there are no outstanding claims against the
Seller under any such Lease, and no outstanding  defaults or events which,  with
the passage of time, may become defaults;  (iii)


                                       28
<PAGE>

specifying the  commencement  and  termination  dates under the Lease;  and (iv)
providing  that any purchase  right,  purchase  option,  right of first refusal,
renewal  right or other  similar  provision  is  enforceable  by the  Buyer  and
specifying the rental rates under the Lease and any other matters that Buyer may
reasonably require;

     (j) the  originals,  if in Seller's  possession,  of all building  permits,
certificates  of  occupancy,  and  other  governmental  licenses,   permits  and
approvals,  and all plans and specifications relating to the Leased Premises not
previously delivered to the Buyer;

     (k) the Employment Agreement executed by the Shareholder;

     (l) the Opinion of Seller's Counsel;

     (m) the  Amendment of the  Certificate  of  Incorporation  of the Seller to
discontinue  the use of the  name  "The  Lande  Group,  Inc."  and to  file  any
instruments as may be necessary with any governmental  authority to change their
corporate names and foreign qualifications; and

     (n) such other  documents,  instruments  or  certificates  as the Buyer may
reasonably  request in order to evidence  the  accuracy of the Selling  Parties'
representations or compliance by Seller with its covenants hereunder.

     9.   Conditions to Obligations of the Seller
          ---------------------------------------

     The  obligations  of the Seller  under this  Agreement  are  subject to the
fulfillment,  at the date hereof, of the following conditions precedent, each of
which may be waived in writing at the sole discretion of the Seller:
 
     9.1  Continued  Truth  of  Representations  and  Warranties  of the  Buyer;
          ----------------------------------------------------------------------
Compliance with Covenants and Obligations. The representations and warranties of
-----------------------------------------
the  Buyer in this  Agreement  shall be true on and as of the date  hereof.  The
Buyer shall have  performed  and complied  with all  covenants  required by this
Agreement to be  performed  or complied  with by each of them prior to or at the
date hereof.

     9.2  Corporate  Proceedings.  All  corporate,  legal and other  proceedings
          ----------------------
required  to be taken on the part of the  Buyer to  authorize  or carry out this
Agreement shall have been taken.

     9.3  Approvals.  All other  governmental  agencies,  departments,  bureaus,
          ---------
commissions and similar bodies, the consent,  authorization or approval of which
is  necessary  under any  applicable  law,  rule,  order or  regulation  for the
consummation  by the Buyer of the  transactions  contemplated  by this Agreement
shall have consented to, authorized, permitted or approved such transactions.

     9.4 Consents of Lenders,  Lessors and Other Third Parties.  The Buyer shall
         -----------------------------------------------------
have received all requisite and material  consents and approvals of all lenders,
lessors and other third  parties  whose consent or approval is required in order
for the Buyer to consummate the  


                                       29
<PAGE>

transactions contemplated by this Agreement,  including but not limited to those
set forth on Schedule 4.2 attached hereto.

     9.5 Adverse Proceedings.  No action or proceeding by or before any court or
         -------------------
other  governmental  body shall have been instituted by any governmental body or
person  whatsoever  which shall seek to  restrain,  prohibit or  invalidate  the
transactions  contemplated  by this Agreement or which might affect the right of
the  Seller to  transfer  the  Assets or would  affect the right of the Buyer to
acquire the Assets.

     9.6 Release of Personal Guaranties. The Buyer shall use its best efforts to
         ------------------------------
obtain the release of all personal guaranties of the Shareholder relating to the
Assumed Liabilities.

     9.7 Closing  Deliveries.  The Seller shall have received at or prior to the
         -------------------
Closing each of the following documents:

     (a) such  certificates  of the Buyer's  officers  and such other  documents
evidencing  satisfaction  of the  conditions  specified in this Section 9 as the
Seller shall reasonably request;

     (b) a certificate of the Secretary of the Buyer attesting to the incumbency
of the Buyer's  officers,  the  authenticity of the resolutions  authorizing the
transactions contemplated by this Agreement;

     (c) the  Assumption  Agreement  executed  by the Buyer and  accepted by the
Seller;

     (d)  payment  of the  portion  of  Purchase  Price due on the date  hereof,
including the Cash Consideration;

     (e) the Employment Agreement, executed by the Buyer; and

     (f) such other  documents,  instruments or  certificates  as the Seller may
reasonably request.

     10.   Post-Closing Agreements
           -----------------------

     10.1  Proprietary Information.
           -----------------------

     (a) The Seller shall hold in  confidence,  and use its best efforts to have
all officers,  shareholders,  directors and personnel  hold in  confidence,  all
knowledge and information of a secret or confidential nature with respect to the
Business,  and shall not  disclose,  publish or make use of the same without the
consent of the  Buyer,  except to the extent  that such  information  shall have
become public  knowledge other than by breach of this Agreement by the Seller or
by any other  persons  who have agreed not to  disclose,  publish or make use of
such information.


                                       30
<PAGE>

     (b) The Seller agrees that the remedy at law for any breach of this Section
10.1 would be  inadequate  and that the Buyer shall be  entitled  to  injunctive
relief in addition to any other remedy it may have upon breach of any  provision
of this Section 10.1.

     10.2 No Solicitation or Hiring of Former  Employees.  Except as provided by
          ----------------------------------------------
law or with the  written  consent of Buyer,  for a period of two (2) years after
the date of  termination of the  Shareholder's  employment  with the Buyer,  the
Seller and any persons or entities that are not natural  persons,  that directly
or indirectly,  through one or more intermediaries,  control, are controlled by,
or are under common control with, the Seller (the "Corporate Affiliates"), shall
not solicit any person who was a Seller's  Employee on the date hereof,  and has
been employed,  and not terminated without cause, by the Buyer, to terminate his
employment  with  the  Buyer or to  become  an  employee  of the  Seller  or its
Corporate  Affiliates  or hire any person who was such an  employee  on the date
hereof or on the date hereof.

     10.3 Non-Competition Agreement.
          -------------------------

     (a) For a period of two (2)  years  after  the date of  termination  of the
Shareholder's  employment  with the Buyer,  neither the Seller nor any Corporate
Affiliate  thereof shall directly or indirectly (i) manufacture,  market or sell
any product  which has the same or  substantially  the same function and primary
application as any existing or proposed product manufactured by the Seller on or
prior to the date hereof or (ii) engage in, manage,  operate,  be connected with
or acquire any interest in, as an employee,  consultant,  advisor, agent, owner,
partner, co-venturer, principal, director, shareholder, lender or otherwise, any
business  competitive  with the  business of the Seller as conducted on the date
hereof (a "Competitive Business"),  in the United States or any other country in
which the  Seller  conducted  business  during  the two years  prior to the date
hereof,  except  that the Seller and its  Corporate  Affiliates  may own, in the
aggregate,  not more  than 1% of the  outstanding  shares of any  publicly  held
corporation which is a Competitive  Business which has shares listed for trading
on a securities  exchange registered with the Securities and Exchange Commission
or  through  the  automatic   quotation   system  of  a  registered   securities
association.

     (b) The parties hereto agree that the duration and geographic  scope of the
non-competition  provision set forth in this Section 10.3 are reasonable. In the
event that any court  determines  that the duration or the geographic  scope, or
both, are unreasonable and that such provision is to that extent  unenforceable,
the  parties  hereto  agree that the  provision  shall  remain in full force and
effect for the  greatest  time  period and in the  greatest  area that would not
render it unenforceable.  The parties intend that this non-competition provision
shall be  deemed to be a series of  separate  covenants,  one for each and every
county of each and every  state of the  United  States of  America  and each and
every political  subdivision of each and every country outside the United States
of America where this  provision is intended to be effective.  The Seller agrees
that damages are an inadequate  remedy for any breach of this provision and that
the Buyer shall, whether or not it is pursuing any potential remedies at law, be
entitled  to  equitable   relief  in  the  form  of  preliminary  and  permanent
injunctions  without bond or other security upon any actual or threatened breach
of this  non-competition  provision.  If the Seller or any  Corporate  Affiliate
shall violate this Section 10.3, the duration of this Section 10.3 automatically
shall be  extended as against  such  violating  party for a period  equal to the
period  during  which such party shall have 


                                       31
<PAGE>

been in violation of this Section 10.3. The covenants  contained in this Section
10.3 are deemed to be  material  and the Buyer is entering  into this  Agreement
relying on such covenants.

     10.4 Sharing of Data. The Seller shall have the right for a period of seven
          ---------------
years following the date hereof to have reasonable access to such books, records
and  accounts,   including   financial  and  tax  information,   correspondence,
production  records,  employment  records and other similar  information  as are
transferred to the Buyer pursuant to the terms of this Agreement for the limited
purposes of concluding  its  involvement  in the business of the Seller prior to
the  date  hereof  and for  complying  with  its  obligations  under  applicable
securities,  tax, environmental,  employment or other laws and regulations.  The
Buyer shall have the right for a period of seven years following the date hereof
to have  reasonable  access to those  books,  records  and  accounts,  including
financial and tax information,  correspondence,  production records,  employment
records and other records which are retained by the Seller pursuant to the terms
of this  Agreement  to the  extent  that  any of the  foregoing  relates  to the
Business  transferred to the Buyer hereunder or is otherwise needed by the Buyer
in order to  comply  with its  obligations  under  applicable  securities,  tax,
environmental, employment or other laws and regulations.

     10.5 Cooperation in Litigation. Each party hereto will fully cooperate with
          -------------------------
the other in the defense or prosecution of any litigation or proceeding  already
instituted  or  which  may be  instituted  hereafter  against  or by such  party
relating to or arising out of the conduct of the Business  prior to or after the
date hereof (other than litigation arising out of the transactions  contemplated
by this Agreement and except as otherwise expressly provided herein).  The party
requesting such  cooperation  shall pay the  out-of-pocket  expenses  (including
legal fees and disbursements) of the party providing such cooperation and of its
officers, directors, employees and agents reasonably incurred in connection with
providing such cooperation,  but shall not be responsible to reimburse the party
providing such  cooperation  for such party's time spent in such  cooperation or
the salaries or costs of fringe  benefits or similar  expenses paid by the party
providing  such  cooperation  to its officers,  directors,  employees and agents
while  assisting  in the  defense  or  prosecution  of any  such  litigation  or
proceeding.

     10.6 Communications with Customers.  Except as may be reasonably  necessary
          -----------------------------
to collect  the  Accounts  Receivable,  neither  the  Selling  Parties,  nor any
Corporate Affiliate,  shall directly or indirectly communicate with any customer
set forth on Schedule 2.17.

     10.7 Unaudited Financial Statements. If the Closing occurs on or after July
          ------------------------------
31, 1997, the Seller shall deliver,  its unaudited  balance sheet as of July 31,
1997 (the "July 1997 Balance  Sheet") and the related  unaudited  statements  of
operations, shareholders' equity and changes in financial position of the Seller
for  the  month  then  ended  (the  "July  1997   Financial   Statements"   and,
collectively,  with  the July  1997  Balance  Sheet,  the  "Unaudited  Financial
Statements").  The Unaudited  Financial  Statements  shall be delivered no later
than August 31, 1997 and shall be prepared in accordance with generally accepted
accounting  principles  applied  consistently  with past  practice  and shall be
certified by the Seller's Chief Executive Officer and Chief Financial Officer.


                                       32
<PAGE>

     11.   Indemnification and Reimbursement
           ---------------------------------

     11.1  Indemnification.
           ---------------

     (a) The Seller shall indemnify,  defend and hold harmless the Buyer and any
parent, subsidiary or affiliate thereof and all directors,  officers, employees,
agents  and  consultants  of each of the  foregoing  (collectively,  the  "Buyer
Group")  from and  against  all  demands,  claims,  actions or causes of action,
assessments, losses, damages, liabilities (whether absolute, accrued, contingent
or  otherwise),  costs and  expenses,  including  but not limited to,  interest,
penalties and attorneys' fees and expenses (collectively,  "Damages"),  asserted
against,  imposed  upon or incurred  by the Buyer  Group or any member  thereof,
directly or indirectly, by reason of or resulting from or relating to any of the
following (but in any event excluding the Assumed Liabilities):

     (i) liability and obligation of the Seller;

     (ii)  misrepresentation  or breach of warranty or covenant or  agreement by
the Seller made or contained in this  Agreement or in any  certificate  or other
instrument furnished or to be furnished to the Buyer under this Agreement;

     (iii)  failure to comply with any bulk sales or similar laws  applicable to
the transactions contemplated hereby; and
 
     (iv) litigation or other claim arising from acts, failures to act or events
which  occurred  prior to the date hereof  including,  without  limitation,  the
remediation  of  environmental  conditions  attributable  to the  conduct of the
Business  at any of the Seller  Facilities,  prior to the date hereof and claims
for product failure or defect  (including but not limited to claims for personal
injury,  property  damages and breach of  warranty)  which relate to any product
manufactured or sold prior to the date hereof.

     (b) The Buyer shall indemnify,  defend and hold harmless the Seller and any
parent, subsidiary or affiliate thereof and all directors,  officers, employees,
agents and  consultants  of each of the  foregoing  (collectively,  the  "Seller
Group") from and against all Damages asserted against,  imposed upon or incurred
by the Seller Group or any member thereof,  directly or indirectly, by reason of
or resulting from or relating to any of the Assumed Liabilities.

     11.2 CERCLA.  Nothing  contained in this Agreement shall be deemed a waiver
          ------
of the right of the Buyer to maintain a private party cost recovery action under
the  Comprehensive  Environmental  Response,  Compensation and Liability Act, 42
U.S.C. Section 9601 et seq.

     11.3 Notice and Defense of Claims. The Seller's obligations and liabilities
          ----------------------------
hereunder  with respect to claims  resulting  from the assertion of liability by
the  Buyer  or third  parties  shall  be  subject  to the  following  terms  and
conditions:

     (a) Notice. The Buyer shall give prompt written notice to the Seller of any
claim or event  known to it which  does or may give rise to a claim by the Buyer
against   the  Seller  for  which  the  Buyer   believes   it  is   entitled  to
indemnification  pursuant  to this  Section 10 of this  


                                       33
<PAGE>

Agreement, stating the nature and basis of said claims or events and the amounts
thereof,  to the extent  known,  and in the case of any claim,  action,  suit or
proceeding  brought by any third  party,  a copy of any claim,  process or legal
pleadings with respect thereto promptly after any such documents are received by
the indemnified  party. Such notice shall be given in accordance with Section 13
hereof.

     (b) Third Party Claims or Actions.

     (i) In the event any claim,  action,  suit or proceeding is made or brought
by any third party against the Buyer,  with respect to which the Seller may have
liability for Damages under this Section 11 of this Agreement, the Seller shall,
at its own  expense,  be entitled to  participate  in and, to the extent that it
shall  wish,  jointly  and with any other  indemnifying  party,  to  assume  the
defense, with independent counsel reasonably satisfactory to the Buyer, provided
that in  assuming  the defense of any such third party  claim,  action,  suit or
proceeding,  the  Seller  acknowledges  in  writing to the Buyer that the Seller
shall  thereafter  be liable for any Damage with respect to such claim,  action,
suit or proceeding.

     (ii) If the Seller elects to assume  control of such defense or settlement,
it shall conduct such defense or settlement in a manner reasonably  satisfactory
and effective to protect the Buyer fully; such company and its counsel will keep
the Buyer fully advised as to its conduct of such defense or settlement,  and no
compromise or settlement  shall be agreed or made without the written consent of
the Buyer. In any case, the Buyer shall have the right to employ its own counsel
and such counsel may  participate in such action,  but the  reasonable  fees and
expenses  of such  counsel  shall be at the  expense of the  Buyer,  when and as
incurred,  unless (A) the employment of counsel by the Buyer has been authorized
in writing by the Seller,  (B) the Buyer shall have  reasonably  concluded  that
there may be a  conflict  of  interest  between  the Seller and the Buyer in the
conduct of the  defense of such  action,  (C) the Seller  shall not in fact have
employed independent counsel reasonably  satisfactory to the Buyer to assume the
defense of such  action and shall have been so  notified  by the Buyer,  (D) the
Buyer shall have  reasonably  concluded  and  specifically  notified  the Seller
either that there may be specific  defenses  available to it which are different
from or additional to those available to it or that such claim,  action, suit or
proceeding  involves or could have a material  adverse effect upon it beyond the
financial  resources  of the Seller or the scope of this  Agreement,  or (E) the
Seller  fails to conduct  such  defense  or  settlement  in a manner  reasonably
satisfactory  to protect the Buyer fully.  If clause (B), (C), (D) or (E) of the
preceding  sentence shall be  applicable,  then counsel for the Buyer shall have
the right to direct the defense of such claim,  action,  suit or  proceeding  on
behalf of the Buyer and the reasonable  fees and  disbursements  of such counsel
shall constitute Damages hereunder.

     (iii) If the Seller does not elect to assume the defense of any such claim,
or if it fails to conduct  said  defense or  settlement  in a manner  reasonably
satisfactory  to  protect  the Buyer  fully,  the Buyer may  engage  independent
counsel selected by the Buyer to assume the defense and may contest, pay, settle
or compromise  any such claim on such terms and  conditions  as the  indemnified
party may determine. The reasonable fees and disbursements of such counsel shall
constitute Damages hereunder.


                                       34
<PAGE>

     (iv) The  Buyer and the  Seller,  as the case may be,  shall be kept  fully
informed of such claim, action, suit or proceeding at all stages thereof whether
or not such party is represented by its own counsel.

     11.4  Cooperation.  The parties  hereto  agree to render to each other such
           -----------
assistance as they may reasonably require of each other and to cooperate in good
faith with each other in order to ensure the proper and adequate  defense of any
claim,  action, suit or proceeding brought by any third party. Where counsel has
been selected by the Seller or by the Buyer pursuant to Section 11.3, the Seller
or the Buyer,  as the case may be,  shall be entitled to rely upon the advice of
such counsel in the conduct of the defense.

     11.5 Confidentiality. The parties agree to cooperate in such a manner as to
          ---------------
preserve in full the  confidentiality  of all confidential  business records and
the attorney-client and work-product privileges.  In connection therewith,  each
party  agrees  that (a) it will use its best  efforts,  in any  action,  suit or
proceeding  in which it has assumed or  participated  in the  defense,  to avoid
production of confidential  business records and (b) all communications  between
any party hereto and counsel  responsible for or participating in the defense of
any action,  suit or proceeding shall, to the extent possible,  be made so as to
preserve any applicable attorney-client or work-product privilege.

     12.   Transfer and Sales Tax
           ----------------------

     The Seller shall be responsible  for and pay all filing and recording taxes
and fees, and all sales,  use and transfer taxes and fees, if any, upon the sale
and transfer of the Assets hereunder.

     13.   Notices
           -------

     Any notices or other  communications  required or permitted hereunder shall
be sufficiently given if in writing (including telecommunications) and delivered
personally or sent by telex,  telecopy or other wire transmission  (with request
for assurance in a manner typical with respect to  communications of that type),
federal express or other overnight air courier (postage prepaid),  registered or
certified  mail (postage  prepaid with return receipt  requested),  addressed as
follows or to such other address of which the parties may have given notice:

         To the Seller:             The Lande Group, Inc.
                                    460 West 34th Street
                                    New York, New York 10001
                                    Attn:  Mr. Stewart Lande, President
                                    Tel. No.:  (212) 497-5900
                                    Fax No.:  (212) 497-5901

         With a copy to:            Elias Goodman Shanks & Zizmor, L.L.P.
                                    444 Madison Avenue, 41st Floor
                                    New York, New York 10022
                                    Attn:  Paul Goodman, Esq.
                                    Tel. No.:  (212) 421-6000
                                    Fax No.:  (212) 421-6027


                                       35
<PAGE>

         To the Buyer:              AlphaNet Solutions, Inc.
                                    7 Ridgedale Avenue
                                    Cedar Knolls, New Jersey 07927
                                    Attn:  Mr. Stan Gang, President
                                    Tel. No.: (973) 267-0088
                                    Fax No.: (973) 267-8675

         With a copy to:            Buchanan Ingersoll
                                    500 College Road East
                                    Princeton, New Jersey  08540
                                    Attn:  David J. Sorin, Esq.
                                    Tel. No.:  (609) 987-6800
                                    Fax No.:  (609) 520-0360

Unless otherwise specified herein, such notices or other communications shall be
deemed  received (a) on the date delivered,  if delivered  personally or by wire
transmission;  (b) on the next  business  day after  mailing or deposit  with an
overnight  air courier;  or (c) five  business days after being sent, if sent by
registered or certified mail.

     14.   Successors and Assigns
           ----------------------

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
parties hereto and their respective  successors and assigns.  Neither the Seller
nor the  Buyer  may  assign  all or a  portion  of its  rights  and  obligations
hereunder without the prior written consent of the other party,  except that the
Buyer may assign all or a portion of its rights and obligations  hereunder to an
Affiliate of Buyer,  provided that Buyer shall remain liable for the performance
of the Buyer's obligations under this Agreement. Any assignment in contravention
of this provision shall be void.

     15.   Entire Agreement; Amendments; Attachments
           -----------------------------------------

     (a) This Agreement,  all Schedules and Exhibits hereto,  and all agreements
and  instruments to be delivered by the parties  pursuant  hereto  represent the
entire  understanding  and agreement  between the parties hereto with respect to
the  subject  matter  hereof and  supersede  all prior oral and  written and all
contemporaneous oral negotiations,  commitments and understandings  between such
parties except as expressly  provided herein.  The Buyer and the Seller,  by the
consent of their respective Boards of Directors,  or officers authorized by such
Boards,  may amend or modify  this  Agreement,  in such  manner as may be agreed
upon, by a written instrument executed by the Buyer and the Seller.

     (b) If the  provisions  of any  Schedule or Exhibit to this  Agreement  are
inconsistent  with the  provisions  of this  Agreement,  the  provisions  of the
Agreement  shall prevail.  The Exhibits and Schedules  attached  hereto or to be
attached hereafter are hereby incorporated as integral parts of this Agreement.


                                       36
<PAGE>

     16.   Expenses
           --------

     Except as otherwise  expressly  provided  herein,  the Buyer and the Seller
shall each pay their own  expenses in  connection  with this  Agreement  and the
transactions  contemplated hereby. It is understood and agreed that the Seller's
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated hereby,  including, but not limited to, professional fees, shall be
paid from a portion of the proceeds of the Cash Consideration paid to the Seller
at the Closing.

     17.   Legal Fees
           ----------

     In the event that legal  proceedings are commenced by the Buyer against the
Seller, or by the Seller against the Buyer, in connection with this Agreement or
the transactions  contemplated hereby, the party or parties which do not prevail
in such proceedings shall pay the reasonable attorneys' fees and other costs and
expenses,  including  investigation  costs,  incurred by the prevailing party in
such proceedings.

     18.   Governing Law
           -------------

     This  Agreement  shall be governed by and construed in accordance  with the
laws of the State of New Jersey, without reference to conflicts of laws rules or
principles.

     19.   Section Headings
           ----------------

     The section  headings are for the  convenience of the parties and in no way
alter,  modify,  amend,  limit, or restrict the  contractual  obligations of the
parties.

     20.   Severability
           ------------

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

     21.   Counterparts
           ------------

     This Agreement may be executed in one or more  counterparts,  each of which
shall be deemed to be an  original,  but all of which  shall be one and the same
document.

     22.   Currency
           --------
 
     Unless  otherwise  indicated,  all  dollar  amounts  referred  to  in  this
Agreement are in United States funds.


                                       37
<PAGE>

     23.   Ambiguity in Negotiations
           -------------------------

     Each  party  shall  have been  deemed to have  participated  equally in the
negotiation  of this Agreement and the  agreements  contemplated  hereby and any
ambiguity in any such  contracts  shall not be construed  against any  purported
author thereof.


                                       38
<PAGE>

     IN WITNESS  WHEREOF,  this  Agreement has been duly executed by the parties
hereto as of and on the date first above written.


(Corporate Seal)                         SELLER:

ATTEST:                                  THE LANDE GROUP, INC.


                                         By: /s/ Stewart Lande
-------------------------------              -----------------
Secretary                                   Name:   Stewart Lande
                                            Title:  President


                                         SHAREHOLDER:


                                          /s/ Stewart Lande
                                         ---------------------
                                         Stewart Lande


(Corporate Seal)                         BUYER:

ATTEST:                                  ALPHANET SOLUTIONS, INC.


                                         By: /s/ Stan Gang
-------------------------------              ------------------
Secretary                                    Name:   Stan Gang
                                             Title:  President


                                       39