ASSET PURCHASE AGREEMENT
                              ________________________

          THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and is
          entered into this 30th day of May, 1997, by, between and among
          POMEROY COMPUTER RESOURCES, INC., a Delaware corporation, (the
          "Purchaser"), MAGIC  BOX, INC., a Florida corporation (the
          "Seller'') and ISRAEL FINTZ ( "I. Fintz" ), M. RONALD KRONGOLD
          ( "R. Krongold"'), MARVIN ROSEN ("M. Rosen") and ALLISON SOKOL
          ("A. Sokol") (I. Fintz, R. Krongold, M. Rosen and A. Sokol
          hereinafter referred to collectively as "Shareholders" and
          individually as "Shareholder").

                                   W I T N E S S E T H :

          WHEREAS, Seller is a provider of micro computer products and
          computer integration and networking services to customers in
          Southern Florida (the "Business"). 
          WHEREAS, all the issued and outstanding stock of Seller is owned
          in the following proportions: 
                    I. Fintz -                    40%
                    R. Krongold -                 25%
                    M. Rosen -                    25%
                    A. Sokol -                    10%
          WHEREAS, Purchaser desires to purchase substantially all of the
          assets of the Seller used in the Business and assume certain of
          the liabilities of Seller in connection with the Business, and
          Seller desires to sell substantially all of such assets, subject
          to such liabilities, but only (i) upon the terms and subject to
          the conditions set forth in this Agreement, (ii) the
          representations, warranties, covenants, indemnifications,
          assurances and undertakings of Seller, Shareholders and Purchaser
          contained in this Agreement and (iii) the agreements of Seller,
          R. Krongold and M. Rosen to refrain from competition with
          Purchaser for three (3) years from the closing of this
          transaction and (iv) the agreements of I. Fintz and A. Sokol to
          refrain from competition with Purchaser for the later of three
          (3) years from the Closing Date, or one (1) year after the
          termination of I. Fintz and/or A. Sokol's employment with
          Purchaser pursuant to, and in accordance with, the terms of their
          respective Employment Agreements to be executed upon the Closing.
          WHEREAS, Purchaser shall have the right, at its sole option, to
          elect to effectuate the transactions contemplated hereby, through
          a first tier subsidiary of Purchaser ("Acquisition Sub"), and

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          have all ancillary documents described herein (e.g. employment
          agreements, promissory notes, etc.) executed by such Acquisition
          Sub, provided Purchaser shall guarantee all of the obligations of
          Acquisition Sub contained in this Agreement and in such ancillary
          documents.
          NOW, THEREFORE, in consideration of the above premises and the
          mutual promises, covenants, agreements, representations and
          warranties herein contained, the parties hereto agree as follows:


                                      1
                                 DEFINITIONS
                                 ___________

               1Affiliate.  "Affiliate" shall mean (i) in the case of an
               entity, any person (the term "person" for these purposes
               means an individual, partnership, firm, corporation or other
               entity) who or which, directly or indirectly, through one or
               more intermediaries, controls or is controlled by, or is
               under common control with, any specified person (the term
               "control" for these purposes means the ability, whether by
               ownership of shares or other equity interests, by contract
               or otherwise, to elect a majority of the directors of a
               corporation, to select the managing or general partner of a
               partnership, or otherwise to select, or have the power to
               remove and then select, a majority of those persons
               exercising governing authority over an entity) or (ii) in
               the case of an individual, such individual's spouse,
               descendants or parents or a trust primarily for the benefit
               of such individual or any of the foregoing. 
               2Assumed Liabilities.
                The "Assumed Liabilities" are the
               liabilities of the Seller assumed or paid at Closing by the
               Purchaser pursuant to this Agreement. 
           
                 3Balance Sheet
                The "Balance Sheet" is the unaudited
               balance sheet of the Seller as of April 30, 1997, included
               as part of the Financial Statements. 
           
               4Closing.  The "Closing" shall be the consummation of the
               transactions contemplated under this Asset Purchase
               Agreement. 
           

               5Closing Date.  The "Closing Date" shall be July 1, 1997,
               and shall commence at 9:00 a.m. E.D.T. 
           
               6Code.  The "Code" is the Internal Revenue Code of 1986, as
               amended, 26 U.S.C. S1 et seq.
           

               7Court.  A "Court" is any federal, state, municipal,
               domestic, foreign or other governmental tribunal or an
               arbitrator or person with similar power or authority.

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                8Disclosure Schedule.  The "Disclosure Schedule" is the
               Disclosure Schedule effective May 31, 1997 and supplemented
               as necessary to reflect the operations of the Business, as
               provided herein, through the Closing Date, and delivered by
               Seller to Purchaser by June 16, 1997.
                9Encumbrance.  An "Encumbrance" is any security interest,
               lien, charge, encumbrance or restriction, whether imposed by
               agreement, understanding, law or otherwise, on any Purchased
               Asset (as defined herein).
           
                10Excluded Assets.  "Excluded Assets" are any assets set
               forth on Exhibit A attached hereto. 
           
                11Financial Statements.  The "Financial Statements" are the
               unaudited financial statements of the Seller for the years
               ended December 31, 1996 and December 31, 1995 (original and
               restated) and the unaudited interim balance sheets as of
               April 30, 1997, including any and all notes thereto. 
           
               12Governmental Entity.  A "Governmental Entity" is any Court
               or any federal, state, municipal, domestic, foreign or other
               administrative agency, department, commission, board, bureau
               or other governmental authority or instrumentality having
               jurisdiction over the applicable matter.
           

               13Knowledge.  "knowledge" of Seller and Shareholders shall
               mean the actual knowledge of any of the Shareholders, and
               for all purposes "knowledge" shall mean actual knowledge of
               the applicable party without any duty of inquiry.
           
               14Pro Forma Balance Sheet.  The "Pro Forma Balance Sheet" is
               the unaudited balance sheet adjusted for Excluded Assets per
               Section 2.3 and Exhibit A and Excluded Liabilities of the
                Seller per Section 3.3 as of April 30, 1997, included as
               part of the Financial Statements.  The Pro Forma Balance
               Sheet shall be updated by Seller dated as of June 15, 1997,
               as more particularly described at Section 4.1(c) below.
                       
               15Purchase Price.  The "Purchase Price" is the total
               consideration paid by Purchaser to Seller for the Purchased
               Assets as set forth in Section 4.1. 
           
               16Purchased Assets.  The "Purchased Assets" are the assets
               of the Seller, used in the Business, acquired by the
               Purchaser pursuant to the terms of this Agreement set forth
               on Exhibit E.  Any asset of Seller which is not an Excluded
               Asset shall be a Purchased Asset.

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                17Taxes.  "Taxes" means all taxes, charges, fees, levies or
               other assessments, including, without limitation, income,
               gross receipts, excise, property, sales, use, license,
               payroll and franchise taxes, imposed by any Governmental
               Entity and includes any estimated tax, interest and
               penalties or additions to tax. 
           
                18Tax Return.  A "Tax Return" is a report, return or other
               information required to be supplied to a Governmental Entity
               in connection with Taxes including, where permitted or
               required, combined or consolidated returns for any group of
               entities that includes the Seller. 
           
           
                                         2. 
                                        TERMS
                                        _____           
          1    Agreement.
               _________ 
               Seller agrees to sell and convey to Purchaser the Purchased
               Assets as hereinafter set forth in Paragraph 2.2.  Purchaser
               agrees to purchase said Purchased Assets.  The agreements of
               Purchaser and Seller are expressly conditioned upon the
               terms, conditions, covenants, representations and warranties
               as hereinafter set forth.
 
          2    Assets to be Sold and Purchased.  
              ________________________________               
               At the Closing of this Agreement, Purchaser shall purchase
               and Seller shall sell all the Purchased Assets owned by the
               Seller, used in the Business, except for the Excluded
               Assets.  The Purchased Assets shall include, but not be
               limited to: 

               (a)  The tangible personal property and assets owned by the
                    Seller of every kind and description, real, personal or
                    mixed, wherever located, used in the Business of
                    Seller, including without limitation, all of such
                    assets as reflected on the Pro Forma Balance Sheet
                    (excepting those assets disposed of, and including
                    those assets acquired, in the ordinary course of
                    business since the date of the Pro Forma Balance
                    Sheet);

               (b)  All intangible assets owned by the Seller which are
                    used in the Business of Seller, including without
                    limitation, all purchase orders, contract rights and
                    agreements, work in process, customer lists, supplier
                    arrangements, patents, trademarks and service marks
                     (including the goodwill associated with the marks),
                    office supplies, computer programs, claims of Seller
                    known by Seller as of the Closing Date, the right to
                    use the corporate and trade name of or used by the
                    Seller, or any derivative thereof, as all or part of a
                    corporate or trade name;

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<PAGE>

               (c)  All investment securities, cash and cash equivalents
                    (except investment securities, cash and cash
                    equivalents that are Excluded Assets as defined in
                    Section 2.3) and customer notes receivable relating to
                    the Business; 

               (d)  All inventory of the Business which shall be valued on
                    a moving average basis at the cost of acquisition;

               (e)  All accounts receivable and vendor receivables relating
                    to the Business;

               (f)  All prepaid expenses applicable to the Business;

               (g)  All of Seller's service, installation and networking 
                    contracts;

               (h)  All vendor rebates, spiff money, retainage amounts
                    under any contracts,  and any other customer deposits;

               (i)  Distribution agreements and authorizations of Seller;

               (j)  All base artwork, photo materials, plates (if owned by
                    Seller), separations and other materials that are used
                    by Seller for printing brochures and promotional
                    materials;

               (k)  The assignment of any telephone numbers used in the
                    Business;    

               (l)  The covenant not to compete agreements with Seller, I.
                    Fintz, A. Sokol, R. Krongold and M. Rosen; set forth on
                    Exhibits "B", "B-1", "B-2", "B-3" and "B-4" attached
                    hereto and made a part hereof; and

               (m)  All other fees, assets, property, and business of
                    Seller (including the rights under covenants or
                    agreements not to disclose confidential information or
                    not to compete, if any), and all other assets of Seller
                    not specifically excluded pursuant to the terms of this
                    Agreement.  

               3Excluded Assets.                  _______________
                  
               The Excluded Assets are set forth on Exhibit "A" hereto.

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                4Lease Agreements                 ________________
               (a)  Seller is the lessee under certain lease agreements
                    providing for payments of more than $5,000.00 per year
                    covering the following real and personal properties and
                    leased personal:
 
                    (i)  16698 NW 54th Avenue, Miami, Florida  33014
                         (the other leases of Seller shall be set forth in 
                    (ii)
                         the Disclosure Schedule)

                    (iii)

                    (iv)

                    (v)

               (b)  Seller is the lessor under certain master lease
                    agreements for equipment providing for payments of more
                    than $5,000.00 per year as follows: 

                    (i)  (the other leases of Seller shall be set forth in
                         the Disclosure Schedule)

                    (ii)

                    (iii)

                    (iv)

                    (v)

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               (c)  Seller is the lessor under certain operating lease
                    agreements for equipment providing for payments of more
                    than $5,000.00 per year as follows: 

                    (i)(the other leases of Seller shall be set forth in
                         the Disclosure Schedule)

                    (ii)

                    (iii)

                    (iv)

                    (v)

               At the Closing, Seller and Purchaser shall execute necessary
               documentation for the assignment of these leases and all of
               Seller's right and interest thereunder to Purchaser and, at
               the Closing, Seller shall assign all its rights and
               interests in said leases to Purchaser.  Purchaser agrees to
               indemnify and hold Seller harmless from any liability with
               respect to the aforementioned leases occurring after the
               Closing Date.  To the extent that the assignment of any
               lease shall require the consent of other parties hereto,
               this Agreement shall not constitute an assignment thereof
               and Seller shall obtain any such necessary consents or
               assignments by the Closing.  Purchaser shall cooperate with
               Seller in the obtaining of such consents.
    
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               5Instruments of Transfer
                _______________________

               At Closing, the Seller will deliver to the Purchaser such
               bills of sale, endorsements, assignments and other good  and
               sufficient instruments of transfer and assignment customary
               for transfers in Dade County, Florida as shall be effective
               to vest in Purchaser good and marketable title and interest
               in and to the Purchased Assets subject to any liens that may
               exist with respect to the IBM loan, the Deutsch loan, and
               any other disclosed recorded liens which obligation secured
               by such liens shall be assumed or paid by Purchaser at the
               Closing.  Seller shall cooperate with Purchaser in obtaining
               termination of such liens upon payment by Purchaser.  At or
               after the Closing, and without further consideration, the
               Seller will  execute and deliver to Purchaser such further
               reasonable and appropriate instruments of conveyance and
               transfer and take such other action as Purchaser may
               reasonably request in order to more effectively convey and
               transfer to Purchaser any of the Purchased Assets or for
               aiding and assisting and collecting and reducing to
               possession and exercising rights with respect thereto. 
               Seller, agrees to use its best efforts to obtain and deliver
               to Purchaser such consents, approvals, assurances and
               statements from third parties as Purchaser may reasonably
               require in a form reasonably satisfactory to Purchaser,
               provided Seller's best efforts shall not require Seller to
               bring any legal action or expend any of its funds.  In
               addition to the foregoing, Seller will deliver to Purchaser
               or otherwise put Purchaser in possession of the originals or
               copies of all of the Seller's books, records and other data
               relating to the Purchased Assets; and simultaneously with
               such delivery, the Seller shall take all such acts as may be
               reasonably necessary to put Purchaser in actual possession,
               and operating control of the Purchased Assets.  To the
               extent Seller delivers to Purchaser originals of its books
               and records, Purchaser shall allow Seller and the
               Shareholders access, upon prior notice, to such books and
               records, as they relate to the period prior to the Closing
               Date, if Seller or the Shareholders have a need to access
               such books and records.  Seller shall cooperate with
               Purchaser to permit Purchaser, if reasonably possible, to
               enjoy Seller's ratings and benefits under workmen's
               compensation laws and unemployment compensation laws to the
               extent permitted by such laws.
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                 6Instruments Giving Certain Additional Powers and Rights.
                _______________________________________________________ 

               At the Closing, Seller shall, by appropriate instrument,
               constitute and appoint Purchaser, its successors and 
               permitted assigns, the true and lawful limited attorney of
               Seller with full power of substitution, in the name of
               Purchaser, or the name of Seller, on behalf of and for the
               benefit of Purchaser, for the limited purpose of collecting
               all receivables and other items being transferred and
               assigned to Purchaser as provided herein, to endorse,
               without recourse, any and all checks in the name of Seller
               the proceeds of which Purchaser is entitled to hereunder, to
               collect, assert or enforce any claim, right or title of any
               kind in or to the Purchased Assets.  Seller agrees that the
               foregoing powers are coupled with an interest and shall be
               irrevocable by Seller, directly or indirectly, by the
               dissolution of Seller or in any manner or for any reason. 
               Seller further agrees that Purchaser shall retain for its
               own account any amounts collected pursuant to the foregoing
               powers, and Seller shall pay or transfer to Purchaser, if
               and when received, any amounts which shall be received by
               Seller after the Closing in respect of any receivables or
               other assets, properties, rights or business to be
               transferred and assigned to Purchaser as provided herein. 
               Seller further agrees that, for up to 180 days after the
               Closing Date, it will, upon the reasonable request of
               Purchaser and at Seller's reasonable expense, do, execute,
               acknowledge and deliver, or will cause to be done, executed,
               acknowledged or delivered, all such further reasonable acts,
               assignments, transfers, powers of attorney or assurances as
               may be reasonably required in order to further transfer,
               assign, grant, assure and confirm to Purchaser, or to aid
               and assist in the collection or granting of possession by
               Purchaser of, any of the Purchased Assets, or to vest in
               Purchaser good and marketable title to the Purchased Assets.
                Notwithstanding the preceding sentence or any other
               provision herein to the contrary, Seller shall only have an
               obligation to use its best efforts with respect to the
               actions described in the preceding sentence, which will not
               include any obligation to engage counsel, or bring any form
               of action, at law or at equity, to enforce Purchaser's
               rights to the Purchased Assets or to collect the accounts
               receivable transferred hereunder.


                                       3. 
                              ASSIGNMENT OF LIABILITIES
                              _________________________           
               1Liabilities to be Paid Off at Closing or Assumed.
                ________________________________________________

               A.   At the Closing, Purchaser shall pay off (and secure the
                    release of Seller and all Shareholders from any
                    personal guaranty or liability with respect to such
                    obligations), the following: 

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                 (i)   Seller's obligation to (i) IBM Credit Corporation
                       ("IBM") under a certain working capital credit line
                       which provides for a maximum principal amount of
                       One Million, Fifty Thousand Dollars ($1,050,000)
                       dated ________________, the outstanding amount of
                       which is approximately Three Hundred Ten Thousand
                       Dollars ($310,000.00) as of the execution of this
                       Agreement and the outstanding amount of which  on
                       the Closing Date will be subject to satisfaction of
                       the expected Net Assets Amount, which line is
                       collateralized by a security interest in the
                       Seller's receivables and certain inventory, and
                       (ii) Deutsch Financial Services, Inc. under a
                       certain inventory credit account which allows for
                       up to a maximum of Three Hundred Fifty Thousand
                       Dollars ($350,000), the outstanding balance of
                       which is approximately One Hundred Fifty Thousand
                       Dollars ($150,000.00) as of the execution of this
                       Agreement, and the outstanding amount of which on
                       the Closing Date will be subject to satisfaction of
                       the expected Net Assets Amount, which is
                       collateralized by a security interest in the
                       Seller's receivables and certain inventory; and
                (ii)   The Assumed Liabilities to be paid off as set forth
                       in Section 3.1 A (i), as may have been incurred,
                       increased or decreased since the Pro Forma Balance
                       Sheet for operations in the ordinary course of
                       business or any other transaction permitted by this
                       Agreement  are subject to the satisfaction of the
                       minimum worth requirements set forth in Section
                       4.1(c) as of June 15, 1997.  Any incurrence of, or
                       increase or decrease in the amount of, the Assumed
                       Liabilities set forth above for the period
                       commencing on June 15, 1997, through the Closing
                       Date, shall be subject to the provisions of Section
                       9.


               B.   Notwithstanding anything to the contrary in this
                    Agreement, at the Closing, Purchaser shall assume and
                    pay or discharge when due (and secure the release of
                    Seller and all Shareholders from any and all personal
                    liability or guarantee with respect to such assumed
                    obligations), all non-contingent liabilities of the
                    Seller existing as of the Closing Date, incurred by
                    Seller in the operation of the Business and excluding
                    the Excluded Liabilities.  These Assumed Liabilities
                    shall include, but not be limited to, the following: 

               (i)  All of the trade accounts payable, accrued expenses,
                    accrued payroll, accrued payroll taxes, accrued sales
                    taxes, accrued pension contributions (if any), and
                    accrued vacation to non stockholders and non officers
                    of Seller, capital lease and unearned service and other

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<PAGE>

                    contracts of the Seller relating to the Business, of
                    the same or similar nature as such items as set forth
                    on the Disclosure Schedule, the Pro Forma Balance
                    Sheet, the Financial Statements, or any notes thereto;
                    and

               (ii) All other liabilities of Seller set forth as an Assumed
                    Liability on the Disclosure Schedule. 

               It is the parties' mutual intent to include as Assumed
          Liabilities on the Disclosure Schedule all known liabilities of
          Seller incurred in the operation of the Business.  The Assumed
          Liabilities to be assumed as set forth in Sections 3.1.B.(i) and
          (ii) as may have been incurred, increased or decreased since the
          Balance Sheet to the Pro Forma Balance Sheet for operations in
          the ordinary course of business or any other transaction
          permitted by this Agreement are subject to the satisfaction of
          the minimum net worth requirements set forth in Section 4.1(c) as
          of June 15, 1997.  Any incurrence of or increase or decrease in
          the amount of, the liabilities set forth above to be assumed at
          Closing for the period commencing on the date first written
          above, and continuing through the Closing Date, shall be subject
          to the provisions of Section 9.

               C.   It is the parties' intent that Purchaser shall pay off
                    at Closing, or assume and pay off or discharge when
                    due, all obligations of Seller set forth in Sections
                    3.1 A and B above, respectively, for which any of the
                    Shareholders have personal liability, and Purchaser
                    agrees to use its best efforts to secure the release of
                    Shareholders from such personal guaranty within 60 days
                    after Closing if such releases are not secured prior to
                    Closing.  The obligations of Seller that are personally
                    guaranteed by any Shareholder are set forth on
                    Exhibit L.  If Shareholders are not so released within
                    60 days after Closing Date, Purchaser shall (i) place
                    in escrow with the Escrow Agents the full amount of
                    such liabilities, (ii) agree not to allow such
                    liabilities to be increased, and (iii) indemnify Seller
                    and the Shareholders from any amount any of them may
                    have to pay as a result of such liabilities (including
                    reasonable attorneys' fees, if any).  If Shareholders
                    are not so released within six (6) months after the
                    Closing, then notwithstanding anything in this
                    Agreement to the contrary, Purchaser shall not have the
                    right to make any claims against Shareholders or Seller
                    hereunder, including claims, for breach of any
                    representations or warranties, failure to comply with
                    covenants, for indemnification, or otherwise.  Prior to
                    the expiration of the initial 60 day period, Seller
                    shall provide to Purchaser letters from all creditors
                    to whom such personal guaranties apply, which letters
                    will provide that such personal guaranties will be
                    released upon payment by Purchaser of such underlying
                    obligations.

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          2    Executory Contracts.
                ___________________

               At the Closing, Purchaser shall assume Seller's obligations
               and pay or discharge when due the following: 

            (i)     All obligations, to the extent they are assumable,
                    under contracts, leases or agreements of the Seller as
                    set forth on the Disclosure Schedule under Section 6.8;
                    and

           (ii)     All future liabilities for merchandise in transit
                    F.O.B. shipping point which has not been received by
                    Seller as of the Closing and for which no bill has been
                    issued by the supplier at such time. 

          3    Excluded Liabilities.
               ____________________
                
               Notwithstanding anything contained in this Agreement to the
               contrary, Purchaser shall not assume or become responsible
               for any claim, liability or obligation whatsoever, whether
               known or unknown, accrued, absolute, contingent or otherwise
               ( "Liability" ) except the Assumed Liabilities   (the
               "Excluded Liabilities").  Without limiting the generality of
               foregoing, the following are included among the Excluded
               Liabilities of Seller which Purchaser shall not assume or
               become responsible for (unless specifically included on the
               list of Assumed Liabilities): 

            (i)     Without in any way effecting the obligations of
                    Purchaser to reimburse Seller pursuant to
                    Section 4.1(d) below, all Liabilities for local, state,
                    federal, franchise, and income and other taxes
                    (including but not limited to, any taxes attributable
                    to any gain under Section 1377 of the Code) whether
                    deferred or which have accrued or may accrue or become
                    due and payable by Seller and/or Shareholders either
                    prior to, on or after the Closing Date, including,
                    without limitation, all taxes and fees of a similar
                    nature arising from the sale and transfer of the
                    Purchased Assets to Purchaser;
           (ii)     All  Liabilities and obligations to directors and
                    officers of Seller, including, without limitation, all
                    Liabilities and obligations for wages, salary, bonuses,
                    commissions, vacation (except to the extent Purchaser
                    agrees to assume such item) or severance pay, profit
                    sharing or pension benefits, and all Liabilities and
                    obligations arising under any bonus, commission, salary
                    or compensation plans or arrangements, whether accruing
                    prior to, or on or after the Closing Date;

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<PAGE>

          (iii)     All  Liabilities and obligations with respect to
                    unemployment compensation claims and workmen's
                    compensation claims and claims for race, age and sex
                    discrimination or sexual harassment or for unfair labor
                    practice which occurred prior to the Closing Date and
                    for which any claim may be asserted by any of the
                    Seller's employees, prior to, on or after the Closing
                    Date;

           (iv)     All  Liabilities of Seller to third parties for
                    personal injury or damage to property based on or
                    arising from occurrences, circumstances or events, or
                    exposure to conditions, existing or occurring prior to
                    the Closing Date and for which any claim may be
                    asserted by any third party prior to, on or after the
                    Closing Date;

            (v)     All  Liabilities and obligations of Seller arising
                    under or by virtue of environmental laws accruing prior
                    to, or on the Closing Date;

           (vi)     All  Liabilities of Seller, including any costs of
                    attorneys' fees incurred in connection therewith, for
                    litigation, claims, demands or governmental proceedings
                    arising from occurrences, circumstances or events, or
                    exposure to conditions occurring or existing prior to,
                    or on the Closing Date;

          (vii)     All  Liabilities of Seller based on any theory of
                    liability or product warranty with respect to any
                    product manufactured or sold prior to the Closing Date
                    and for which any claim may be asserted by any third
                    party, prior to, on or after the Closing Date; 

          (viii)    All  attorneys' fees, accountants or auditors' fees,
                    and other costs and expenses incurred by Seller and/or
                    the Shareholders in connection with the negotiation,
                    preparation and performance of this Agreement;    

           (ix)     All  Liabilities of the Seller in connection with the
                    Excluded Assets, unless such Liabilities are
                    specifically designated as Assumed Liabilities in the
                    Agreement or in the Disclosure Schedule;

            (x)     Any  Liabilities of Seller with respect to any options,
                    warrants, agreements or convertible or other rights to
                    acquire shares of its capital stock of any class;

           (xi)     Any  Liabilities of Seller relating to the shareholder
                    loans reflected on the Financial Statements; and

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<PAGE>

          (xii)     All  other debts, Liabilities, obligations, contracts
                    and commitments (whether direct or indirect, known or
                    unknown, contingent or fixed, liquidated or
                    unliquidated, and whether now or hereinafter arising)
                    arising out of or relating to the ownership, operation
                    or use of any of the Purchased Assets on or prior to
                    the Closing Date or the conduct of the Business of
                    Seller whether prior to, on or after the Closing Date,
                    except only for the liabilities and obligations to be
                    performed by Purchaser constituting the Assumed
                    Liabilities, provided, it is the parties' intent to
                    include as Assumed Liabilities on the Disclosure
                    Schedule, all known liabilities (that are not an
                    Excluded Liability) that arose from the operations of
                    the Business by Seller prior to the Closing Date.  It
                    shall be Seller's responsibility to disclose such
                    liabilities on the Disclosure Schedule.

               It is the intent of the parties that upon Closing, all
               employees and leased employees of Seller will be terminated
               by it and Purchaser will extend offers of employment to such
               individuals at such time or assume the existing lease
               agreement for personnel with Paychex Business Solutions,
               Inc. dated October, 1992, as Purchaser in its sole
               discretion shall determine. 
 
    4.                              CONSIDERATION FOR PURCHASED ASSETS
                        __________________________________
               1Purchase Price                  ______________ 
               Subject to the other terms of this Agreement, the Purchase
               Price for the Purchased Assets shall be the sum of: 

               (a)  Two Million Five Hundred Thousand Dollars
                    ($2,500,000.00); and

               (b)  The Assumed Liabilities assumed or paid off under
                    Sections 3.1 A. and 3.1 B.    

               (c)  The amount in Section 4.1(a) above shall be either
                    adjusted upward or downward by the amount determined
                    under this Section 4.1(c).  Prior to the Closing,
                    Seller shall prepare and deliver to Purchaser the
                    updated Pro Forma Balance Sheet which shall set forth

                                     E-16   
<PAGE>

                    the Purchased Assets (including, for this purpose only,
                    any Excess Cash) and the Assumed Liabilities as of June
                    15, 1997. The June 15, 1997 Pro Forma Balance Sheet
                    shall be prepared using the same accounting methods,
                    assumptions, policies, practices and procedures, with
                    consistent classifications, judgments, and estimation
                    methodologies as used in the preparation of the April
                    30, 1997 Pro Forma Balance Sheet, adjusted only for
                    operations of Seller commencing May 1, 1997 through and
                    including June 15, 1997, based solely on information
                    known on June 15, 1997, and without taking into account
                    any changes in circumstances or events occurring after
                    June 15, 1997.

                    If the Net Assets Amount (as defined below) shown on
                    the June 15, 1997 Pro Forma Balance Sheet is less than
                    $876,999.00, the Purchase Price shall be decreased on a
                    dollar for dollar basis for the difference. Any such
                    reduction shall reduce the principal amount of the
                    Note(s) and shall be first applied against the final
                    payment under promissory note portion of the Purchase
                    Price as set forth in Section 4.2(c) below.

                    If the Net Assets Amount shown on the Pro Forma Balance
                    Sheet exceeds $876,999.00, Seller shall be entitled to
                    retain cash, cash equivalents and investment
                    securities, if any, up to the amount of such excess
                    (the "Excess Cash") and such Excess Cash shall be an
                    Excluded Asset. If cash, cash equivalents and
                    investment securities do not exist in an amount that is
                    equal to the Excess Cash, then any difference in the
                    increase in the Purchase Price shall be reflected, at
                    Seller's option, either (i) in additional cash
                    consideration paid by Purchaser to Seller within 10
                    days after the Closing Date or (ii) by Seller
                    increasing the outstanding principal amount of the
                    Assumed Liability IBM credit line.

                    The Net Assets Amount shall mean the total of the
                    Purchased Assets (including, for this purpose only, any
                    Excess Cash) less the total of the Assumed Liabilities,
                    in each case as shown on the June 15, 1997 Pro Forma
                    Balance Sheet.

                    Seller shall provide the June 15, 1997 Pro Forma
                    Balance Sheet at least seven (7) days prior to the
                    Closing Date.  Purchaser shall review the Pro Forma
                    Balance Sheet prior to Closing and shall contact Seller
                    prior to the Closing with any of Purchaser's requested
                    adjustments to the Purchase Price based on such Pro
                    Forma Balance Sheet.  If Seller delivers the Pro Forma
                    Balance Sheet within seven (7) days of the Closing
                    Date, the Purchaser's time period within which to
                    provide its requested adjustments shall be extended by

                                     E-17   
<PAGE>
                    the number of days by which Seller is delinquent in
                    such delivery.  The preceding sentence shall not in any
                    way affect the Closing Date.

                    In the event that there is Excess Cash as of June 15,
                    1997, Seller shall be entitled to distribute such
                    Excess Cash prior to Closing, and such distribution
                    shall be deemed as having been undertaken in the
                    ordinary course of business.

               (d)  In addition, Seller shall be entitled to be reimbursed
                    by Purchaser for all corporate and individual income or
                    corporate franchise taxes which will become payable by
                    Seller or Shareholders as a result of the operation of
                    the Business in the ordinary course during the period
                    from the date of the June 15, 1997 Pro Forma Balance
                    Sheet to the Closing Date.  This reimbursement will be
                    based on taxable income for such period and utilizing
                    an effective income tax rate of 40%.  Purchaser shall
                    agree to reimburse Seller for such taxes, if any, as
                    determined by Seller, not later than 30 days after
                    Closing.  The determination of the taxable income for
                    such period shall be made in accordance with Seller's
                    internally-generated financial statements consistent
                    with prior periods.  Such taxable income shall not
                    include any income attributable to the sale of the
                    Purchased Assets being effectuated hereunder or any
                    gain from the sale of certain marketable securities,
                    the gain from which is an Excluded Asset as set forth
                    in Exhibit A. 

          The Purchase Price has been determined based upon Purchaser's
          understanding of the net assets acquired hereunder and the
          operations of the Business prior to the date hereof.  Commencing
          on the date first written above and ending on June 16, 1997 (the
          "Inspection Period"), Purchaser shall perform due diligence upon
          Seller, as more particularly described at Section 12 below, to
          confirm, at its sole discretion, the adequacy of Seller's net
          assets and operating results.   The purchase price is subject to
          potential adjustments as set forth in Sections 4.1(c), 4.4 and
          6.12 below.
                2Payment of the Purchase Price. 
                _____________________________

               Subject to the conditions, covenants, representations and
               warranties hereof, (except for 4.2(a) below) at  Closing,
               Purchaser shall deliver: 

               (a)  Upon the execution of this Agreement, Purchaser shall
                    deposit with McDermott, Will & Emery  and James H.
                    Smith, III  as co-escrow agents (the "Escrow Agents"),
                    an earnest money deposit of Fifty Thousand Dollars
                    ($50,000) (the "Deposit").  In the event that this
                    transaction does not close because of failure to

                                     E-18       
<PAGE>
                    satisfy any of the conditions precedent set forth in
                    Section 12 or 13.2 or Seller's failure to close, other
                    than as a result of Purchaser's breach of this
                    Agreement, such amount shall be returned to Purchaser.
                     In the event that this transaction closes, or fails to
                    close because of Purchaser's breach or refusal to close
                    (other than a refusal to close because of Seller's
                    breach), such amount shall be applied against the
                    Purchase Price at Closing, or be payable to Seller, all
                    as more specifically described at Section 12 below. 

               (b)  By wire transfer to Seller in the amount of One Million
                    Nine Hundred and Eight Thousand Dollars
                    ($1,908,000.00), such amount subject to a dollar for
                    dollar reduction to the extent the Deposit exceeds
                    Fifty Thousand Dollars ($50,000), as provided herein. 

               (c)  The Purchaser's four Subordinated Promissory Notes in
                    the aggregate principal amount of Five Hundred Forty-
                    Two Thousand Dollars ($542,000.00) in the form attached
                    hereto as Exhibit "C" (the "Notes").  Each of the four
                    (4) Notes shall be issued in amounts equal to the pro
                    rata proportion of the aggregate principal (i.e.,
                    $542,000) that each of the respective Shareholders owns
                    of the stock of Seller (i.e., $216,800 [40%], $135,500
                    [25%], $135,500 [25%], and $54,200 [10%]) and each Note
                    shall be transferrable to the Shareholder whose
                    percentage ownership interest in Seller corresponds to
                    the amount of the principal on the applicable Note. 
                    Such Notes shall be subordinate to Purchaser's lender,
                    pursuant to the terms of a Subordination Agreement in
                    the form attached hereto as Exhibit "D".  The
                    Subordination Agreement shall not serve to reduce the
                    remaining principal balance under the Notes.

               (d)  The assumption or payment of the Assumed Liabilities
                    assumed by Purchaser pursuant to Section 3.1 A. and
                    Section 3.1 B.   
                3Allocation of Purchase Price 
                ____________________________

               The Purchase Price to be paid to Seller hereunder, including
               Assumed Liabilities assumed or paid by Seller pursuant to
               Section 3.1 A. and Section 3.1 B., shall be allocated as set
               forth on Exhibit "F" attached hereto.  Seller, Shareholders
               and Purchaser agree that each shall act in a manner
               consistent with such allocation in (a) filing Internal
               Revenue Form 8594 which shall be completed as soon as
               possible after the Closing; and (b) in paying sales and
               other transfer taxes in connection with the purchase and
               sale of assets pursuant to this Agreement.  The Purchase

                                     E-19   
<PAGE>
               Price for the Purchased Assets shall be allocated in the
               manner set forth on Exhibit "F"  attached hereto.


               4Potential Adjustment to Purchase Price.
                ______________________________________

               If, during the Calendar year 1997, the sum of (i) Seller's
               Pro forma EBIT from January 1, 1997 to July 1, 1997
               (adjusted as mutually agreed upon for non-recurring costs
               and excluding gains from marketable securities), and (ii)
               Purchaser's EBIT from the operation's of the Business, as
               its "Magic Box Division", from July 1, 1997 to December 31,
               1997 (adjusted as mutually agreed upon for non-recurring
               costs) (a) exceeds $420,000, then 50% of such excess, not to
               exceed a $250,000 adjustment, shall be paid in one lump sum
               by Purchaser to Seller, by bank check or by wiring within 45
               days after the end of such 12 month period (unless extended
               as provided below due to a dispute by Seller) in the form of
               additional Purchase Price which will be added to the
               goodwill allocation of the Purchase Price, or (b) is less
               than $420,000, then 50% of such deficiency, not to exceed a
               $125,000 adjustment, shall serve as a reduction to the
               Purchase Price, which will reduce the principal amount of
               the Notes and offset against the final payment under the
               Notes, and will be reduced from the goodwill allocation of
               the Purchase Price.  For purposes of this Section 4.4,
               "EBIT" shall mean the earnings of Purchaser from the
               operations of the Business, before interest and taxes, and
               without incorporating any gains or losses realized or the
               disposition of assets, other than in the ordinary course of
               business.  For purposes of determining Purchaser's EBIT for
               the period from the Closing Date to December 31, 1997, no
               overhead allocation of Purchaser's other operations will be
               charged by Purchaser to such EBIT.  In addition, no
               deduction shall be taken for any inventory purchased from
               Seller that is subsequently written down by Purchaser.  No
               sale shall be made by Purchaser's "Magic Box" division for
               below cost of any inventory purchased hereunder without the
               express written consent of Purchaser's home office. 
               Purchaser's "Magic Box" division's EBIT will be calculated
               on a basis consistent with Seller's financial statements
               determining EBIT for the period January 1, 1997 to the
               Closing Date, using the same methodologies, judgments,
               variances, assumptions, adjustments and estimates employed
               by Seller in preparing such financial statements.

               Within forty-five (45) days after December 31, 1997,
               Purchaser will deliver to Seller a copy of the report of
               EBIT prepared by the Purchaser's Certified Public
               Accountants for the subject period along with any supporting
               documentation reasonably requested by Seller.  Within thirty
               (30) days following delivery to Seller of such report,
               Seller shall have the right to object in writing to the
               results contained in such determination.  If timely
               objection is not made by the Seller to such determination,
               such determination shall become final and binding for

                                     E-20   
<PAGE>
               purposes of this Agreement.  If timely objection is made by
               Seller to Purchaser and Seller and Purchaser are able to
               resolve their differences in writing within thirty (30) days
               following the expiration of the thirty (30) day period, then
               such determination shall become final and binding as it
               regards to this Agreement.  If timely objection is made by
               Seller to Purchaser and Seller and Purchaser are unable to
               resolve their differences in writing within thirty (30) days
               following the expiration of the thirty (30) day period, then
               all disputed matters pertaining to the report shall be
               submitted to and reviewed by an arbitrator (the
               "Arbitrator") which shall be an independent accounting firm
               selected by Purchaser and Seller.  If Purchaser and Seller
               are unable to agree promptly on an accounting firm to serve
               as the Arbitrator, each shall select by no later than the
               thirtieth (30th) day following the expiration of the sixty
               (60) day period, an accounting firm, and the selected
               accounting firm shall be instructed to select promptly
               another accounting firm, such newly selected firm to serve
               as the Arbitrator.  The Arbitrator shall consider only the
               disputed matters pertaining to the determination and shall
               act promptly to resolve all disputed matters and its
               decision with respect to all disputed matters shall be final
               and binding upon the Seller and Purchaser.  Expenses of the
               arbitration (including reasonable attorney and accounting
               fees) shall be borne equally by Seller and Purchaser, unless
               the arbitration panel determines that the determination of
               EBIT is greater by Fifty Thousand ($50,000.00) Dollars or
               more than the determination made by Purchaser's accounting
               firm, in which case the expense of the arbitration
               (including reasonable attorney and accounting fees) shall be
               borne by Purchaser.
                5Certain Closing Expenses  
               ________________________

               Seller shall be liable and shall pay all federal, state and
               local income taxes (if any), and all other duties, or other
               like charges properly payable upon and in connection with
               the conveyance and transfer of the Purchased Assets by
               Seller to Purchaser.  Purchaser shall be responsible for
               required documentary stamp taxes on the Notes.

                                         5. 
                                 EMPLOYMENT AGREEMENTS
                                _____________________           
                1Employment Agreement of Shareholders
                 ____________________________________

               At the Closing, Purchaser shall enter into Employment
               Agreements with I. Fintz, and A. Sokol.  Copies of said
               Employment Agreements are attached hereto and made a part
               hereof as Exhibits "G-1" and "G-2".

                                     E-21       
<PAGE>
                                         6. 

                    REPRESENTATIONS AND WARRANTIES OF THE SELLER
                    ____________________________________________

                                AND THE SHAREHOLDERS
                                ____________________

               Except as set forth in the Disclosure Schedule attached
               hereto, Seller and Shareholders jointly and severally,
               represent and warrant to Purchaser that the following
               statements are materially true and correct as of the date
               hereof and shall remain materially true and correct as of
               the Closing as if made again at and as of that time: 


               1Organization, Good Standing, Qualification and Power of
                _______________________________________________________
               Seller. 
               ______

               Seller is a corporation duly incorporated, validly existing
               and in good standing under the laws of the State of Florida
               and has the corporate power and authority to own, lease and
               operate the Purchased Assets and to conduct the Business
               currently being conducted by it.  The Seller is duly
               qualified and in good standing in each of the jurisdictions
               in which it is required by the nature of its business or the
               ownership of its properties to so qualify.  Seller has no
               subsidiaries, other than its 50% interest in Ace Education,
               Inc. as disclosed on the Disclosure Schedule.  The
               Disclosure Schedule correctly lists, with respect to the
               Seller, each jurisdiction in which it is qualified to do
               business as a foreign corporation. 


               2Capitalization.
                ______________ 

               The authorized capitalization of the Seller consists solely
               of 1000 shares of $1.00 par common stock, of which 200
               shares representing one hundred percent (100%) of the issued
               stock are currently owned in the manner set forth in the
               second recital on page 1 of this Agreement, are fully paid
               and nonassessable and have not been issued in violation of
               the preemptive rights of any person.  Seller is not
               obligated to issue or acquire any of its securities, nor has
               it granted options or any similar rights with respect to any
               of its securities.
               3Authority to Make Agreement
                ___________________________

               Seller and each Shareholder have the full legal power and
               authority to enter into, execute, deliver and perform their
               respective material obligations under this Agreement and
               each of the other agreements, instruments and other
               instruments to be delivered incident hereto ("Other Seller
               Documents").  This Agreement and the Other Seller Documents
               have been (or will be at the Closing) duly and validly
                                      E-22    <PAGE>
               executed and delivered by Seller and each Shareholder, and
               are the legal and binding obligation of each of them,
               enforceable in accordance with their respective terms,
               subject to principles of equity, bankruptcy laws, and laws
               affecting creditors' rights generally.  Seller has taken all
               necessary action (including action of its Board of Directors
               and Shareholders) to authorize and approve the execution and
               delivery of this Agreement and the Other Seller Documents,
               the performance of its obligations thereunder and the
               consummation of the transactions contemplated thereby. 

               4Existing Agreements, Governmental Approvals and Permits. 
                _______________________________________________________

               (a)  The execution, delivery and performance of this
                    Agreement and the Other Seller Documents by Seller, the
                    sale, transfer, conveyance, assignment and delivery of
                    the Purchased Assets to Purchaser as contemplated in
                    this Agreement, to the best of Seller's and
                    Shareholders' knowledge:  (i) do not materially violate
                    any provisions of law, statute, ordinance or regulation
                    applicable to Seller, the Shareholders or the Purchased
                    Assets which would result in a material adverse affect
                    on Purchaser or the Purchased Assets, (ii) (except for
                    Seller's secured creditors set forth in Section 3.1,
                    whose consent shall be obtained prior to Closing) will
                    not materially conflict with, or result in the material
                    breach or termination of any provision of, or
                    constitute a material default under (in each case
                    whether with or without the giving of notice or the
                    lapse of time or both) the Articles of Incorporation or
                    Bylaws of Seller or any security agreement relating to
                    the Purchased Assets, lease, contract or agreement or
                    any license, permit, approval, authority, or any order,
                    judgment, arbitration award, or decree to which Seller
                    or any Shareholder is a party or by which Seller or any
                    Shareholder or any of its assets and properties are
                    bound (including, without limitation, the Purchased
                    Assets), and (iii) will not result in the creation of
                    any material encumbrance upon any of the properties,
                    assets, or Business of Seller or any Shareholder.  To
                    the best of Seller's and Shareholders' knowledge,
                    neither Seller, nor any Shareholder, nor any of its
                    assets or properties (including, without limitation,
                    the Purchased Assets) is subject to any mortgage,
                    lease, contract, agreement, instrument, license,
                    permit, approval, authority, order, judgment,
                    arbitration award or decree, or to any law, rule,
                    ordinance, or regulation, or any other restriction of
                    any kind or character, which would prevent Seller or
                    any Shareholder from entering into this Agreement or
                    any of the Other Seller Documents or from consummating
                    the transactions contemplated thereby. 

                                     E-23   
<PAGE>

               (b)  To the best of Seller's and Shareholders' knowledge,
                    neither Seller nor any Shareholder is a party to,
                    subject to or bound by any agreement, judgment, award,
                    order, writ, injunction or decree of any court,
                    governmental body or arbitrator which would prevent the
                    use by Purchaser of the Purchased Assets in accordance
                    with the present practices of Seller after the Closing
                    Date or which, by operation of law, or pursuant to its
                    terms, would be materially breached, terminated, lapse
                    or be subject to termination or default under (in each
                    case whether with or without notice, the passage of
                    time or both) upon the consummation of the transactions
                    contemplated in this Agreement.

               (c)  To the best of Seller's and Shareholders' knowledge, no
                    approval, authority or consent of, or filing by Seller
                    with, or notification to, any foreign, federal, state
                    or local court, authority or governmental or regulatory
                    body or agency or any person is necessary to authorize
                    the execution and delivery of this Agreement or the
                    Other Seller Documents by Seller or any Shareholder,
                    the sale, transfer, conveyance, assignment and delivery
                    of the Purchased Assets to Purchaser, or the
                    consummation of the other transactions contemplated
                    thereby, or to continue the use and operation of the
                    Purchased Assets by Purchaser after the Closing Date in
                    materially the same way as utilized prior to the
                    Closing Date. 
          5    Financial Statements. 
               ____________________

               A.   Copies of the Financial Statements are attached to the
                    Disclosure Schedule.  Each of the Financial Statements
                    are true and complete in all material respects and were
                    prepared in accordance with methods applied on a
                    consistent basis throughout the periods indicated
                    (except as noted on such Financial Statements) and
                    fairly present in all material respects the financial
                    position and condition of the Seller as of the
                    respective dates thereof and the results of its
                    operation and changes in financial position for the
                    respective periods then ended. 

               B.   Except to the extent reflected, reserved against, or
                    disclosed on the Pro Forma Balance Sheet, the Financial
                    Statements, or the Disclosure Schedule, the Seller had,
                    as of such date, no material liabilities or obligations
                    of any nature, whether accrued, absolute, contingent,
                    or otherwise, including without limitation, unfunded
                    pension or other retirement plan liabilities and tax
                    liabilities whether or not incurred in respect of or
                    measured by the Seller's income, for any period prior
                    to the date of said Financial Statements, or arising
                    out of transactions entered into or any set of facts
                    existing prior thereto.  Except to the extent disclosed

                                     E-24
<PAGE>
                    on the Disclosure Schedule, there exists no basis for
                    the assertion against Seller, as of the date of the
                    Financial Statements or the Pro Forma Balance Sheet, of
                    any material liability of any nature or in any amount
                    not fully reflected, reserved against, or disclosed in
                    said Financial Statements or Pro Forma Balance Sheet. 

          6    [Intentionally Omitted].
           
          7    Intangible Property.     
               ___________________
             
               To the best of Seller's and Shareholders' knowledge, the
               Disclosure Schedule includes a materially accurate list and
               summary description of all patents, franchises,
               distributorship, registered and unregistered trademarks,
               trade names and service marks, licenses, brand names and
               company lists and all applications for the foregoing,
               presently owned and/or held (as a licensee or otherwise) by
               the Seller.  The Seller is not a licensor in respect to any
               patents, trade secrets, inventions, shop rights, know-how,
               trademarks, trade names, copyrights, or applications
               therefor.  Seller acknowledges that Purchaser shall have all
               of Seller's right to utilize the name "Magic Box", but
               Seller makes no representations nor warranties regarding its
               entitlement to the name "Magic Box", and Purchaser agrees
               that if at any time in the future Purchaser is no longer
               using the name "Magic Box", Seller shall have the right to
               utilize the name "Magic Box"; subject to applicable non-
               competition agreements.  The Disclosure Schedule contains a
               materially accurate and complete description of such
               intangible property and the items of all licenses and other
               agreements relating thereto.  All of the above-mentioned
               intangibles used in the Seller's Business are the sole
               property of the Seller, do not require the consent of or
               consent to any other person as a condition to their use or
               the transaction provided for herein and do not infringe upon
               the rights of others. 

          8    Significant Agreements
               ______________________

               The Disclosure Schedule contains a materially accurate and
               complete list of all written contracts, agreements,
               licenses, instruments and understandings (whether or not in
               writing) to which the Seller is a party or is bound and that
               are material to the Business, assets, financial condition or
               results of operations of the Seller.  Without limiting the
               generality of the foregoing, such list includes all such
               contracts, agreements, licenses and instruments: 

               (a)  Providing for payments of more than Five Thousand
                    ($5,000.00) per year;


                                     E-25   
<PAGE>

               (b)  Providing for the extension of credit other than
                    consistent with normal credit terms described in the
                    Disclosure Schedule;

               (c)  Limiting the ability of the Seller to conduct its
                    Business or any other business or to otherwise compete
                    in its or any other business, including as to manner or
                    place;

               (d)  Providing for a guarantee or indemnity by the Seller;

               (e)  With any Affiliate of Seller;

               (f)  With any labor union or employees' association
                    connected with Seller's Business;

               (g)  For the employment or retention of any director,
                    officer, employee, shareholder, consultant, broker or
                    advisor of Seller or any other contract between Seller
                    and any director, officer, employee, shareholder,
                    consultant or advisor which does not provide for
                    termination at will by the Seller without further cost
                    or other liability to the Seller as of or at any time
                    after the Closing. 

               (h)  In the nature of a profit sharing, bonus stock option,
                    stock purchase, pension, deferred compensation,
                    retirement, severance, hospitalization, insurance or
                    other plan or contract providing benefit to any person
                    or former director, officer, employee, shareholder,
                    consultant, broker or advisor of Seller, or such
                    person's dependents, beneficiaries or heirs;

               (i)  In the nature of an indenture, mortgage, promissory
                    note, loan or credit agreement or other contract
                    relating to the borrowing of money or a line of credit
                    by the Seller or relating to the direct or indirect
                    guarantee or assumption by the Seller of obligations of
                    others; and

               (j)  Leases or subleases with respect to any property, real,
                    personal or mixed, in which the Seller is involved, as
                    lessor or lessee. 

               True and correct copies of all items so disclosed in the
               Disclosure Schedule shall be provided or made available to
               Purchaser within the time period required by Section 9.5. 
               To the best of Seller's and Shareholders' knowledge, each of
               such items listed, or required to be listed, is a valid and
               binding obligation of the parties thereto enforceable in
               accordance with its terms, subject to principles of equity,
               bankruptcy laws, and laws affecting creditors' rights
               generally, and there have been no known material defaults or

                                     E-26   
<PAGE>
               material claims of material default by the Seller, which
               would have a material adverse effect on Purchaser, and there
               are no material facts or conditions that have occurred or
               that are anticipated to occur which, through the passage of
               time or the giving of notice, or both, would constitute a
               material default by the Seller, or would cause the
               acceleration of any a material obligation of any party
               thereto or the creation of a material Encumbrance upon any
               asset of the Seller, which would have a material adverse
               effect on Purchaser.  To the best of Seller's and
               Shareholders' knowledge, there are no material oral
               contracts, agreements or understandings made by any
               Shareholder, whether or not binding, material to the Seller,
               except such as have been disclosed in the Disclosure
               Schedule and for which a materially accurate summary
               description has been provided.  At the Closing, Purchaser
               will assume all of such contracts, oral or written,
               including all rights and obligations therein, that were
               disclosed on the Disclosure Schedule.

               9Taxes.
                _____

               Except as to taxes not yet due and payable, and except for
               taxes the payment of which is being diligently contested in
               good faith and for which adequate reserves have been
               established in accordance with generally accepted accounting
               principles, to the best of Seller's and Shareholders'
               knowledge, Seller has filed all returns and reports that are
               now required to be filed by it in connection with any
               federal, state or local tax, duty or charge levied, assessed
               or imposed upon it, or its property, including unemployment,
               social security and similar taxes; and to the best of
               Seller's and Shareholders' knowledge, all of such taxes have
               been either paid or materially adequate reserves or other
               provision has been made therefor.  To the best of Seller's
               and Shareholders' knowledge, Seller and Shareholders shall
               pay, without right of reimbursement from Purchaser, except
               as set forth herein including at Section 4.1(d), all of
               Seller and Shareholders' income Taxes, including but not
               limited to any taxes attributable to any gain under Section
               1374 of the Code, including any interest and penalties
               thereon, that relate to the activities of Seller through the
               Closing, including this transaction, as due.

                                     E-27

<PAGE>

          10   Title to Properties; Encumbrances.
               _________________________________

               (a)  With respect to all Purchased Assets sold at the
                    Closing Seller shall have good and marketable title  to
                    the Purchased Assets being acquired by Purchaser, free
                    and clear of all liens, security interests,
                    encumbrances, leases and charges whatsoever other than
                    as set forth herein and, immediately after the transfer
                    of all the Purchased Assets being acquired by Purchaser
                    from Seller, Purchaser will own all of said Purchased
                    Assets free and clear of all liens, claims,
                    encumbrances and charges whatsoever, whether perfected
                    or unperfected; and, by way of illustration but not
                    limitation, there are not any material known
                    undisclosed unpaid taxes, assessments or charges due or
                    payable by Seller to any federal, state or local
                    agency, or any material obligations or liabilities or
                    any unsatisfied judgments against, or, to the best of
                    Seller's knowledge, any litigation or proceedings
                    pending or threatened against Seller by Seller's
                    employees, clients, customers, creditors, suppliers, or
                    any other party (nor known state of facts for any such
                    obligation, liability, litigation or proceeding), that
                    could become a claim, obligation, liability, lien or
                    other charge of or against Purchaser or the Purchased
                    Assets and which would have a material adverse effect
                    on the Business.

               (b)  Except as otherwise specifically set forth herein, to
                    the best of Seller's and Shareholders' knowledge,
                    Seller is not a party to any material contract,
                    agreement, lease or commitment that would result in any
                    claim, obligation, liability, lien or other material
                    charge against Purchaser or the Purchased Assets, and
                    which would have a material adverse effect on the
                    Business, and to the best of Seller's and Shareholders'
                    knowledge, Purchaser is not obligated to assume the
                    obligations under any contract, agreement, lease or
                    commitment of Seller, except as specifically set forth
                    herein. 

               11Pending Actions. 
                 _______________

               To the best of Seller's and Shareholders' knowledge, Seller
               has not been served with or received notice of any actions,
               suits, arbitrations, OSHA, EPA or other governmental
               violations, or any other proceedings or investigations,
               either administrative or judicial, strikes, lockouts or NLRB
               charges or complaints ("Actions and Disputes"), which could
               have a materially adverse impact on Purchaser, the Purchased
               Assets or the Business.  To the best of Seller's and
               Shareholders' knowledge, there are no Actions or Disputes
               pending or threatened against or materially affecting
               (directly or indirectly) the Seller or its property or
               assets, nor are there any known facts or conditions which
               exist which would give rise to any such Actions or Disputes

                                     E-28   
<PAGE>
               which, if determined adversely to Seller, would have a
               material adverse effect upon Seller's Business. 

          12   Insurance.
               _________

               To the best of Seller's and Shareholders' knowledge, the
               Disclosure Schedule contains a materially accurate and
               complete listing (showing type of insurance, amount,
               insurance company, annual premium and special exclusions) of
               all policies of fire, liability, worker's compensation and
               other forms of insurance owned or held by the Seller.  To
               the best of Seller's and Shareholders' knowledge, all such
               policies are in full force and effect; are materially
               sufficient for compliance with all requirements of law and
               of all agreements to which the Seller is a party; are valid,
               outstanding and enforceable policies; provide materially
               adequate insurance coverage for the assets and operations of
               the Seller and will remain in full force and effect through
               the Closing.  To the best of Seller's and Shareholders'
               knowledge, there are no outstanding requirements or
               recommendations by any insurance company that issued a
               policy with respect to any of the properties and assets of
               the Seller by any Board of Fire Underwriters or other body
               exercising similar functions or by any Governmental Entity
               requiring or recommending any repairs or other work to be
               done on or with respect to any of the properties and assets
               of the Seller or requiring or recommending any equipment or
               facilities to be installed on or in connection with any of
               the properties or assets of the Seller. 

               Seller and Purchaser agree that Seller shall procure, at
               Purchaser's cost by a payment made by Purchaser (which shall
               be made at the Closing or Purchaser shall deliver a check to
               Seller made payable to the insurance company), "Tail"
               insurance insuring Seller (and Purchaser, if Purchaser
               desires) for a period of two (2) years after the Closing
               from liabilities arising from the operation of the Business
               by Seller prior to the Closing Date.  The Purchase Price
               shall be reduced by 50% of the cost to Purchaser of such
               tail insurance, which shall reduce the principal amount of
               the Notes and be deducted from the final payments under the
               Notes.

                                      E-29
<PAGE>
                 
               13Inventory.

               The Disclosure Schedule contains a copy of Seller's
               inventory as of April 30, 1997.  To the best of Seller's and
               Shareholders' knowledge, no item included in the Inventory
               of Seller is held by Seller on consignment from others.  To
               the best of Seller's and Shareholders' knowledge and without
               investigation, obsolete or discontinued items do not
               constitute a material part of such inventory.  The value at
               which items of inventory are carried on the books of Seller
               reflect the cost of such item.  Solely for purposes of
               Purchaser's information, Seller will provide copies of its
               certified inventory dated December 31, 1996, which was
               performed by an independent outside inventory service.

               14Accounts Receivable.

               All accounts receivable and notes receivable of the Seller,
               as reflected on the Balance Sheet, to the best of Seller's
               and Shareholders' knowledge, represent sales actually made
               in the ordinary course of business and are valid obligations
               of the respective debtors without any known material claims
               or defenses, other than as set forth on the Disclosure
               Schedule or the Balance Sheet.  Purchaser acknowledges that
               for any accounts receivable that are over 90 days old, the
               applicable debtor on such accounts will likely make a claim
               for offset or other claim of reduction. 

               15Status of Business

               (a)  Since December 31, 1996, the Business of the Seller has
                    in all material respects been operated only in the
                    ordinary course, and, except as set forth in the
                    Disclosure Schedule, elsewhere in this Agreement, or
                    permitted under Exhibit A dealing with Excluded Assets,
                    there has not been with respect to the Business, except
                    as same may occur in the ordinary course of Seller's
                    Business: 

                 (i)   Any material change in its condition (financial or
                       other), assets, liabilities, obligations, business
                       or earnings, except changes in the ordinary course
                       of business, none of which in the aggregate has
                       been materially adverse;

                (ii)   Any material liability or obligation incurred or
                       assumed, or any material contract, agreement,
                       arrangement, lease (as lessor or lessee), or other
                       commitment entered into or assumed, on behalf of
                       the Business, whether written or oral, except in
                       the ordinary course of business;

                                     E-30   
<PAGE>

               (iii)   Any purchase or sale of material assets in
                       anticipation of this Agreement, or any purchase,
                       lease, sale, abandonment or other disposition of
                       material assets, except in the ordinary course of
                       business;

                (iv)   Any waiver or release of any material rights,
                       except for rights of nominal value;

                 (v)   Any material damage or destruction to or loss of
                       any physical assets or property of Seller which
                       materially adversely affects the Business or any of
                       the properties of the Seller (whether or not
                       covered by insurance);

                (vi)   Any material changes in the accounting practices,
                       depreciation or amortization  policy or rates
                       theretofore adopted by the Seller, or any material
                       revaluation or write-up or write-down of any of its
                       assets;

               (vii)   Any material increase in the compensation levels or
                       in the method of determining the compensation of
                       any of the Seller's officers, directors, agents or
                       employees, or any bonus payment or similar
                       arrangement with or for the benefit of any such
                       person, any material increase in benefits expense
                       to the Seller, any payments made or declared into
                       any profit-sharing, pension, or other retirement
                       plan for the benefit of employees of the Seller,
                       except in the ordinary course of business;

               (viii)  Any material contract cancelled or the terms
                       thereof materially amended or any notice received
                       with respect to any such contract terminating or
                       threatening termination or material amendment of
                       any such contract;

                (ix)   Any transfer or grant of any material rights under
                       any leases, licenses, agreements, or with respect
                       to any trade secrets or know-how; or

                 (x)   Any labor trouble or employee controversy
                       materially adversely affecting its Business or
                       assets.

               (b)  To the best of Seller's and Shareholders' knowledge,
                    Seller is not

                                     E-31   
<PAGE>

                    (i)in violation of any outstanding judgment, order,
                       injunction, award or decree specifically relating
                       to the Business, or

                    (ii)      in violation of any federal, state or local
                       law, ordinance or regulation which is applicable to
                       the Business, except where such violation does not
                       have a materially adverse effect on the Business.

                    To the best of Seller's and Shareholders' knowledge,
                    Seller has all required permits, licenses, orders,
                    approvals, authorizations, concessions and franchises
                    of any federal, state or local governmental or
                    regulatory body that are material to or necessary in
                    the conduct of the Business, except where failure to
                    have such required permit, license, order, approval,
                    authorization, concession or franchise does not have a
                    materially adverse effect on the Business.  All such
                    permits, licenses, orders, approvals, concessions and
                    franchises are, to the best of Seller's and
                    Shareholders' knowledge, set forth on the Disclosure
                    Schedule and to the best of Seller's and Shareholders'
                    knowledge, are in full force and effect and there is no
                    proceeding, or to the knowledge of Seller, threatened
                    to revoke or limit any of them. 

               (c)  To the best of Seller's and Shareholders' knowledge, no
                    claim, litigation, action, investigation or proceeding
                    is pending or, to the knowledge of Seller, threatened
                    which could have a material adverse impact on the
                    Business, and to the best of Seller's and Shareholders'
                    knowledge, no order, injunction or decree is
                    outstanding, against or relating to the Business or its
                    assets which could have a material adverse impact on
                    the Business, and Seller does not know of any
                    information which could result in such a material
                    claim, litigation, action, investigation or proceeding,
                    which, if determined adversely to Seller, would have a
                    material adverse effect upon Seller's Business. 

               (d)  To the best of Seller's and Shareholders' knowledge,
                    Seller has accrued or paid in full, to all employees of
                    the Business, in the normal course of its operations,
                    all wages, salaries, commissions, bonuses, vacations
                    and other direct compensation for all services
                    performed by them, subject to Purchaser's agreement
                    herein to assume such items which are set forth on the
                    Disclosure Schedule and which are incurred in the
                    ordinary course of business.  To the best of Seller's
                    knowledge, Seller is in compliance with all applicable
                    federal, state and local laws, ordinances and
                    regulations relating to employment and employment
                    practices at the Business, and all applicable employee
                    benefit plans and tax laws relating to employment at
                    the Business, except where such non-compliance would

                                     E-32   
<PAGE>
                    not have a materially adverse effect on the Business. 
                    To the best of Seller's and Shareholders' knowledge,
                    there is no unfair labor practice complaint against
                    Seller relating to the Business pending before the
                    National Labor Relations Board or similar agency or
                    body and, to Seller's Knowledge, no condition exists
                    that could give rise to any unfair labor practice
                    complaint.  There is no labor strike, dispute, slowdown
                    or stoppage actually pending or, to the knowledge of
                    Seller, threatened against or involving the Business. 

          16    Environmental

               (a)  To the best of Seller's knowledge, the real estate
                    located at 16698 N.W. 54th Avenue, Miami, Florida 33014
                    ("Real Estate") has not been used or operated in any
                    fashion involving producing, handling and disposing of
                    chemicals, toxic substances, wastes and effluent
                    materials, x-rays or other materials or devices in
                    material violation of any laws, rules, regulations or
                    orders, and to the best of Seller's knowledge, the Real
                    Estate is in material compliance with applicable laws,
                    regulations, ordinances, decrees and orders arising
                    under or relating to health, safety, and environmental
                    laws and regulations, including without limitation the
                    Federal Occupation and Safety Health Act, 29 U.S.C.
                    S651, et seq.; Federal Resource Conservation and
                    Recovery Act ("RCRA"), 42 U.S.C. S6901, et seq.;
                    Federal Comprehensive Environmental Response,
                    Compensation and Liability Act ("CERCLA"), 42 U.S.C.
                    S9601, et seq.; the Federal Clean Air Act, 42 U.S.C.
                    S2401, et seq.; the Federal Clean Water Act, 33 U.S.C.
                    S1251, et seq.; and all state and local laws that
                    correspond therewith or supplement such laws.

               (b)  To the best of Seller's knowledge, the Real Estate has
                    not been operated, in violation of any laws, rules,
                    regulations or orders, so as to involve or create any
                    surface impoundments, incinerators, land fills, waste
                    storage tanks, waste piles, or deep well injection
                    systems or for the purpose of storage, treatment or
                    disposal of a hazardous waste as defined by RCRA or
                    hazardous substance, pollutant or contaminate as
                    defined by CERCLA and, to the best of Seller's
                    knowledge, no acts have been committed that would make
                    the Real Estate or any part thereof subject to remedial
                    action under RCRA or CERCLA or corresponding state or
                    local laws.

               (c)  To the best of Seller's knowledge, there have not been,
                    are not now and as of the Closing Date, there will be
                    no solid waste, hazardous waste, hazardous substance,
                    toxic substance, toxic chemicals, pollutants or
                    contaminants, underground storage tanks, purposeful

                                     E-33
<PAGE>
                    dumps, or accidental spills in, on or about the Real
                    Estate or any of the assets of the Seller, whether real
                    or personal, owned or leased, or stored on any real
                    property owned or leased by the Seller or by the
                    Seller's lessees, licensees, invites, or predecessors.

               (d)  To the best of Seller's knowledge, Seller is not
                    engaged in, and to the best of Seller's knowledge and
                    belief, is not threatened with any litigation, or
                    governmental or other proceeding which may give rise to
                    any claim against the Real Estate.  Specifically, there
                    are no pending suits, charges, actions, governmental
                    investigations, or other proceedings, involving,
                    directly or indirectly without limitation, the laws,
                    statutes and regulations set forth in subsection (a),
                    above, whether initiated by a third party or by Seller
                    and there are none, to the best of Seller's knowledge,
                    threatened against or relating to or involving the Real
                    Estate or the transactions contemplated by this
                    Agreement. Seller is not in default with respect to any
                    order, writ, injunction or decree of any federal,
                    state, local or foreign court, department, agency or
                    instrumentality.

               (e)  To the best of Seller's knowledge, Seller has obtained
                    all permits, and licenses and other authorizations
                    required by all environmental laws; and all of such
                    permits, licenses and other authorizations are in full
                    force and effect as of the date hereof. To the best of
                    Seller's knowledge, a true and correct list of all such
                    permits, licenses and other authorizations is set forth
                    in the Disclosure Schedule.

               17Certain Employees

               (a)  Each of the following is included in the list of
                    agreements set forth in the Disclosure Schedule:  all
                    collective bargaining agreements, employment and
                    consulting agreements, bonus plans, deferred
                    compensation plans, employee pension plans or
                    retirement plans, employee profit-sharing plans,
                    employee stock purchase and stock option plans,
                    hospitalization insurance, and other plans and
                    arrangements providing for employee benefits of
                    employees of the Seller. 

               (b)  Essentially all of the employees of Seller are leased
                    employees who are leased from Paychecks, Inc.  To the
                    best of Seller's and Shareholders' knowledge, the
                    Disclosures Schedule contains a materially true,
                    complete and accurate list of the following:  the
                    names, positions, and compensation of the present
                    employees and leased employees of the Seller, together
                    with a statement of the current annual salary payable
                    to such salaried employees and leased employees and a
                    summary of the bonuses and description of agreements

                                     E-34   
<PAGE>
                    for additional compensation and other like benefits, if
                    any, paid or payable to such persons for the period set
                    forth in the Disclosure Schedule.  Except as listed in
                    the Disclosure Schedule, to the best of Seller's
                    knowledge, all employees and leased employees of Seller
                    are employees-at-will, may be terminated at any time
                    for any lawful reason or for no reason and have no
                    known entitlement to employment by virtue of any oral
                    or written contract or employer policy. 

               (c)  to the best of Seller's and Shareholders' knowledge,
                    Seller has no retired employees who are receiving or
                    are entitled to receive any payments, health or other
                    benefits from Seller. 

               18Payments to Employees.

               All accrued obligations of Seller relating to employees,
               leased employees, and agents of Seller, whether arising by
               operation of law, by contract, or by past service, for
               payments to trusts or other funds or to any governmental
               agency, or to any individual employee or agent (or his
               heirs, legatees, or legal representatives) with respect to
               unemployment compensation benefits, profit sharing or
               retirement benefits, or social security benefits to the best
               of Seller's and Shareholders' knowledge, have been paid or
               accrued by Seller.  To the best of Seller's and
               Shareholders' knowledge, all material obligations of Seller
               as an employer or principal relating to employees or agents,
               whether arising by operation of law, by contract, or by past
               practice, for vacation and holiday pay, bonuses, and other
               forms of compensation which are or may become payable to
               such employees or agents, have been paid, will be paid, or
               are set forth on the Disclosure Schedule.  Purchaser has
               agreed herein to assume all such accrued and unpaid
               salaries, bonuses, vacations, and other compensation which
               are set forth on the June 15, 1997 Pro Forma Balance Sheet
               or as incurred in the ordinary course of business thereafter
               as set forth on Disclosure Schedule, and Seller shall not be
               responsible for such Assumed Liabilities. 

               19Change of Corporate Name

               Within five (5) business days after the Closing, Seller, if
               requested by Purchaser, will adopt and file with the
               Secretary of State of Florida an amendment to the Articles
               of Incorporation of Seller changing the name of Seller to a
               name substantially dissimilar to "Magic Box, Inc.''
                                                                   and
               Seller shall also execute a Consent for Use of Similar Name
               form, as set forth in the Disclosure Schedule granting to
               Purchaser the use of the name "Magic Box, Inc."

                                     E-35
<PAGE>
               20Brokers and Finders.

               Except as set forth in the Disclosure Schedule, no broker,
               finder or other person or entity acting in a similar
               capacity has participated on behalf of Seller in  bringing
               about the transaction herein contemplated, or rendered any
               service with respect thereto or been in any way involved
               therewith. 

          21   [Intentionally Omitted].
           
          22   Absence of Certain Payments.

               To the best of Seller's knowledge, neither Seller, nor any
               director, officer, agent, Affiliate, employee or other
               person associated with or acting on behalf of any of them,
               have used any corporate funds for unlawful contributions,
               gifts, entertainment or other unlawful expenses relating to
               political activity, or made any direct or indirect unlawful
               payments to foreign or domestic government officials or
               employees from corporate funds, or made or received any
               payment, whether direct or indirect, to or from any supplier
               or customer of the Seller, for purposes other than the
               satisfaction of lawful obligations, or established or
               maintained any unlawful or unrecorded funds.

          23   [Intentionally Omitted].

          24   Product Liability Claims

               To the best of Seller's knowledge, there are no material
               product liability claims pending against the Seller, which
               are not covered by product liability insurance coverage,
               which, if determined adversely to Seller, would have a
               material adverse effect upon Seller's Business. 
 
              25Employee Benefit Plans.

               For the purposes of this Section 6.25, "Seller" shall
               include all persons who are members of a controlled group, a
               group of trades or businesses under common control, or an
               affiliated service group (within the meanings of Sections
               414(b), (c) or (m) of the Code), of which the Seller is a
               member.

               (a)  To the best of Seller's and Shareholders' knowledge,
                    the Employee Benefit Plans presently maintained by the
                    Seller or to which the Seller has contributed within
                    the past six (6) years, including any terminated or
                    frozen plans which have not yet distributed all plan
                    assets, are  fully set forth in the Disclosure

                                     E-36
<PAGE>

                    Schedule.  For purposes of this provision, the term
                    "Employee Benefit Plan" shall mean:
                       A Welfare Benefit Plan as defined in Section 3(1)

                    (i)
                       of the Employee Retirement Income Security Act of
                       1974, as amended ("ERISA") established for the
                       purpose of providing for its participants or their
                       beneficiaries, through the purchase of insurance or
                       otherwise, medical, surgical, or hospital care or
                       benefits, or benefits in the event of sickness,
                       accident, disability, death or unemployment
                       (including any plan or program of severance pay),
                       or vacation benefits, apprenticeship or other
                       training programs, or day care centers, scholarship
                       funds, or prepaid legal services, or any benefit
                       described in Section 302(c) of the Labor Management
                       Relations Act of 1947;

                    (ii)      An Employee Pension Benefit Plan as defined
                       in Section 3(2) of ERISA established or maintained
                       by the Seller for the purpose of providing
                       retirement income to employees or for the purpose
                       of providing deferral of income by employees for
                       periods extending to the termination of covered
                       employment or beyond; and

                    (iii)     Any other plan or arrangement not covered by
                       ERISA but which provides benefits to employees or
                       former employees and results in an accrued
                       liability on the part of the Seller either by
                       contract or by operation of law. 

               (b)  With respect to any such Employee Benefit Plans, the
                    Seller represents and warrants that, to the best of
                    Seller's knowledge: 

                       The Seller has not, with respect to any Employee
                     (i)
                       Benefit Plans, engaged in any prohibited
                       transaction, as such term is defined in Section
                       4975 of the Code or Section 406 of ERISA, the
                       performance of which would have a material adverse
                       effect on Purchaser. 

                    (ii)      The Seller has, with respect to any Employee
                       Benefit Plans, materially complied with all
                       reporting and disclosure requirements required by
                       Title I, Subtitle B, Part 1 of ERISA.

                    (iii)     There was no accumulated funding deficiency
                       (as defined in section 302 of ERISA and Section 412
                       of the Code) with respect to any Employee Pension
                       Benefit Plan which is a defined benefit pension

                                     E-37
<PAGE>

                       plan, whether or not waived, as of the last day of
                       the most recent fiscal year of the plans ending
                       prior to the date of this Agreement. 

                    (iv)      There are no material contributions due to
                       any Employee Pension Benefit Plan for the most
                       recent fiscal year of the plans ending prior to the
                       date of this Agreement and the Seller's Financial
                       Statements reflect any liability of the Seller to
                       make contributions to the Employee Pension Benefit
                       Plans.

                    (v)No material liability to the Pension Benefit
                       Guaranty Corporation ("PBGC") has been asserted
                       with respect to any Employee Pension Benefit Plan
                       which is a defined benefit pension plan, which
                       would have a material adverse effect on Purchaser.

                    (vi)      There has been no reportable event as
                       described in Section 4043(b) of ERISA since the
                       effective date of Section 4043 of ERISA with
                       respect to any Employee Pension Benefit Plan which
                       is a defined benefit plan, which would have a
                       material adverse effect on Purchaser. 

                    (vii)     Except for claims for benefits by
                       participants and beneficiaries in the normal course
                       of events, to the best of Seller's knowledge, there
                       are no claims, pending or threatened, by any
                       individual or Governmental Entity, which, if
                       decided adversely, would have a material adverse
                       effect upon the financial condition of any Employee
                       Benefit Plan, the plan administrator of any
                       Employee Benefit Plan, or the Seller.

                    (viii)    The Seller has made available for inspection
                       all annual reports for the Seller filed on Internal
                       Revenue Service ("IRS") Form 5500 or 5500C, all
                       reports for the Seller prepared by an actuary for
                       the last three plan years, the plan and trust
                       documents and the Summary Plan Description, as
                       amended, for each Employee Benefit Plan and the
                       last filed PBGC1 Form (if applicable) for each
                       Employee Benefit Plan, with respect to any Employee
                       Benefit Plans other than multi-employer plans
                       (within the meaning of Section 3(37) of ERISA), and
                       other reports filed with the PBGC during the last
                       three plan years.

                    (ix)      All  Employee Pension Benefit Plans are
                       intended to be qualified retirements plans under
                       the Code.  The IRS has issued, and the Seller has
                       made available for inspection, one or more
                       favorable determination letters with respect to the
                       qualification of all Employee Pension Benefit Plans
                       stating that from the inception of each such plan,

                                     E-38
<PAGE>

                       such plan has been qualified under Section 401(a)
                       of the Code and each trust maintained in connection
                       with such plan has been and is exempt under Section
                       501(a) if the Code.  The time for adoption of any
                       amendments required by changes in the Code since
                       such determination letters were issued, or changes
                       required by the IRS as a condition for continued
                       qualification of such plans has not expired, or did
                       not expire without such amendments being made. 
                       Such plans are now, and always have been,
                       established in writing and maintained and operated
                       in accordance with the plan documents, ERISA, the
                       Code, and all other applicable laws. 

                    (x)There is no material liability arising from the
                       termination or partial termination of any Employee
                       Benefit Plan, except for liabilities as to which
                       adequate reserves are reflected on the Financial
                       Statements, and there exists no condition
                       presenting a material risk of such liability.

                    (xi)      The Seller has timely made any contributions
                       it is obligated to make to any multi-employer plan
                       within the meaning of Section 3(37) of ERISA.  The
                       Seller has no material liability arising as a
                       result of withdrawal from any multi-employer plan,
                       no such material withdrawal liability has been
                       asserted and no such material withdrawal liability
                       will be asserted with regard to any withdrawal or
                       partial withdrawal on or before the date of this
                       Agreement. 

               26Full Disclosure.

               None of the representations and warranties made by the
               Seller and Shareholders herein, or made on its behalf,
               including any disclosures made in the Disclosure Schedule,
               contains or will contain, to Shareholders' and Seller's
               knowledge, any untrue statement of material fact or omits or
               will omit any material fact.

                                         7. 

                     REPRESENTATIONS AND WARRANTIES OF PURCHASER
                     ___________________________________________

          Purchaser hereby represents and warrants to Seller and
          Shareholders that the following statements are true and correct
          as of the date hereof and shall remain true and correct as of the
          Closing as if made again at and as of that time.

                                     E-39
<PAGE>


               1Organization, Good Standing and Power of Purchaser.

               (a)  Purchaser is a corporation duly incorporated, validly
                    existing and in good standing under the laws of the
                    State of Delaware and has full corporate power and
                    lawful authority to execute, deliver and perform this
                    Agreement and conduct the business of Seller currently
                    conducted by Seller in each of the jurisdictions in
                    which Seller currently conducts its Business, which are
                    the only jurisdictions where the failure to be so
                    qualified by Purchaser will have a material adverse
                    effect on the business prospects or financial condition
                    of Purchaser. 

               2Status of Agreements

               (a)  All requisite corporate action (including action of its
                    Board of Directors) to approve, execute, deliver and
                    perform this Agreement and each of the  other
                    agreements, instruments and other documents to be
                    delivered by and on behalf of Purchaser ("Other
                    Purchaser Documents") in connection herewith has been
                    taken by Purchaser and Purchaser has full legal power
                    and authority to execute, deliver and perform as
                    required under this Agreement and the other Purchaser
                    Documents.  This Agreement has been duly and validly
                    executed and delivered by Purchaser and constitutes the
                    valid and binding obligation of Purchaser enforceable
                    in accordance with its terms.  All Other Purchaser
                    Documents in connection herewith will, when executed
                    and delivered, constitute the valid and binding
                    obligation of Purchaser enforceable in accordance with
                    their respective terms.

               (b)  No authorization, approval, consent or order of, or
                    registration, declaration or filing with, any court,
                    governmental body or agency or other public or private
                    body, entity or person is required (except for
                    Purchaser's primary lender, Star Bank, N.A., whose
                    consent shall be obtained prior to June 16, 1997) in
                    connection with the execution, delivery or performance
                    of this Agreement or any Other Purchaser Documents in
                    connection herewith. 

               (c)  Neither the execution, delivery nor performance of this
                    Agreement or any of the Other Purchaser Documents in
                    connection herewith does or will, to the best of
                    Purchaser's knowledge: 

                       (i)    conflict with, violate or result in any
                       breach of any judgment, decree, order, statute,
                       ordinance, rule or regulation applicable to
                       Purchaser;

                                     E-40
<PAGE>

                      (ii)    conflict with, violate or result in any
                       breach, termination, or default (in each case
                       whether with or without notice or the lapse of time
                       or both) of any agreement or instrument to which
                       Purchaser is a party or by which Purchaser or any
                       of Purchaser's assets or properties is bound, or
                       constitute a default thereunder or give rise to a
                       right of acceleration of an obligation of
                       Purchaser; or

                     (iii)    conflict with or violate any provision of the
                       Articles of Incorporation or  By-Laws of Purchaser.
                3Brokers and Finders. 
               No broker, finder or other person or entity acting in a
               similar capacity has participated on behalf of Purchaser in
               bringing about the transaction herein contemplated, or
               rendered any service with respect thereto or been in any way
               involved therewith.
                4Financial Statements.    True and complete copies of the
               Purchaser's financial statements for Purchaser's fiscal
               years ended 1995 and 1996 and as of April 5, 1997 have been
               delivered to the Seller.  Such financial statements have
               been prepared in accordance with generally accepted
               accounting principles consistently applied and accurately
               reflect the Purchaser's business, operations, financial
               results, financial position, expenses, incomes, assets and
               liabilities and are complete in all material respects as of
               their respective dates.  There has been no material change
               to Purchaser's financial position since the financial
               statements dated December 31, 1996. 
           

         5Compliance.  To the best of Purchaser's knowledge, Purchaser has
               not failed to comply with any applicable law, statute, rule,
               regulation, ordinance, requirement, announcement, decree,
               judgment, award, order, injunction, consent or other binding
               action of any Governmental Authority or Court which could
               result in a material adverse effect to its business,
               operations or financial position.


               6Litigation.  Other than as described in Schedule 7.6, there
               is no action, claim, lawsuit, demand, suit, inquiry,
               hearing, investigation, notice of violation, litigation,
               proceeding, arbitration, or other dispute, whether civil,
               criminal, administrative, or otherwise, pending or, to the
               best knowledge of the Purchaser, threatened against the
               Purchaser which, if adversely determined, would have a
               material adverse effect on Purchaser.  Nor is there any
               decree, judgment, award, order, injunction, consent or other
               binding action outstanding against the Purchaser having, or
               which, insofar as can reasonably be foreseen, in the future
               may have, a material adverse effect on Purchaser.
           

               7No Additional Seller Representations.  Purchaser has been
               offered, and up to the Closing Date and the time(s) of
               transfer of the Purchased Assets shall be offered, the
               opportunity to ask questions of, and receive answers from,
               Seller and Shareholders, and the Purchaser has been given
               full and complete access to all available information and
               data relating to the business and assets of Seller, has
               obtained such additional information about Seller and the
               Purchased Assets which the Purchaser has deemed necessary in
               order to evaluate the opportunities, both financial and
               otherwise, with respect to Seller and, except as expressly
               set forth in this Agreement, Purchaser has not relied on any
               representation, warranty or other statement of Seller or
               Shareholders concerning Seller or the Purchased Assets, in
               its evaluation of the decision to consummate the
               transactions contemplated herein.  As of the Closing Date,

                                     E-41
<PAGE>

               Purchaser will have had an opportunity to review and be
               familiar with all of the contracts of Seller which have been
               provided to Purchaser prior to the Closing Date. 
           
               8Tax Matters.  Except as to taxes not yet due and payable,
               and except for taxes the payment of which is being
               diligently contested in good faith and for which adequate
               reserves have been established in accordance with generally
               accepted accounting principles, to the best of Purchaser's
               knowledge, Purchaser has filed all returns and reports that
               are now required to be filed by it in connection with any
               federal, state or local tax, duty or charge levied, assessed
               or imposed upon it, or its property, including unemployment,
               social security and similar taxes; and to the best of
               Purchaser's knowledge, all of such taxes have been either
               paid or materially adequate reserves or other provision has
               been made therefor. 
           
          9    [Intentionally Omitted].
           
               10No Change in Management Services.  To the best of
               Purchaser's knowledge, none of the members of Purchaser's
               senior management including, but not limited to, its
               officers and directors, have expressed a desire to terminate
               his or her relationship or affiliation with Purchaser.
           

               11Changes to Purchaser's Business.  To the best of
               Purchaser's knowledge, there have been no adverse recent
               trends in Purchaser's sales, revenues, or earnings and
               Purchaser is not aware of any changes to the industry or
               Purchaser's business, which could be expected to result in
               such decreased sales, revenues, or earnings.
           
                                     E-42
<PAGE>

               12Delivery of Purchaser Statements.  Purchaser covenants
               that, commencing on the Closing Date through and including
               the date of the final payments under the Notes, Purchaser
               shall deliver to Seller (without the need for Seller to
               request such delivery) copies of Purchaser's quarterly and
               annual financial statements and all amendments thereto, the
               annual financial statement to be audited by independent
               public accountants, at such times as such financial
               statements are finalized.  Purchaser covenants that such
               financial statements shall be prepared in accordance with
               general accepted accounting principles and will fully and
               fairly reflect the Purchaser's financial position and
               financial results as of their dates.  Purchaser further
               covenants to provide to Seller from time to time, after the
               Closing Date and until July 15, 1999, such other information
               about the Purchaser's business, operations, financial
               position and capitalization as Seller shall reasonably
               request.
           

               13Full Disclosure.  None of the representations and
               warranties made by Purchaser herein, or made on its behalf,
               including any disclosures made in Schedules and Exhibits
               attached hereto, contains or will contain, to Seller's
               knowledge, any untrue statement of material fact or omits or
               will omit any material fact.
           
                                         8. 
                                      COMPETITION
                                     ___________           

               1   As an inducement for and in consideration of Purchaser
               entering into this Agreement, Seller and I. Fintz, A. Sokol,
               R. Krongold and M. Rosen agree  to enter into a Covenant Not
               to Compete Agreement, in the form of Exhibits "B" , "B-1",
               "B-2", "B-3" and "B-4", respectively, attached hereto and
               made a part hereof.
           
                                         9. 
                                  INTERIM OPERATIONS
                                 __________________           
                1Seller's Covenants. 
               From June 15, 1997 the date of the updated Pro Forma Balance
               Sheet through and including the Closing Date, except as set
               forth on the Disclosure Schedule, or in the ordinary course
               of business, Seller shall not:

               (i)  change its Articles of Incorporation or bylaws or merge
                    or consolidate with or into any entity, or acquire
                    control of any entity, or obligate itself to do so;

                                     E-43
<PAGE>

               (ii) declare, set aside or pay any dividend or other
                    distribution on or in respect of shares of its capital
                    stock;

               (iii)   authorize, guarantee or incur indebtedness for
                    borrowed money, including but not limited to, borrowing
                    for the payment of any taxes;

               (iv) sell or agree to sell any of the Purchased Assets,
                    except in the ordinary course of business;

               (v)  mortgage, pledge or subject to any security interest
                    any of the Purchased Assets;

               (vi) make any capital expenditures or capital additions or
                    betterments, or commitments therefor, aggregating in
                    excess of $5,000.00, except in the ordinary course of
                    business;

               (vii)   seek other officers to purchase the stock or assets
                    of Seller and shall refrain and cause its officers,
                    employees and agents to refrain from seeking other
                    offers to purchase the stock or assets of Seller;

               (viii)  enter into any long-term contractual arrangements
                    or blanket purchase orders which extend past the
                    Closing Date without the express written consent of
                    Purchaser except in the ordinary course of business;

               (ix) increase the salaries of any existing employees, hire
                    new managers or employees, pay or award bonuses, make
                    loans, or permit draws by any individuals without
                    Purchaser's express written consent except in the
                    ordinary course of business. 

               If the Closing Date is extended for any reason by Purchaser
               (and Seller consents to such extension), and Purchaser
               desires for Seller to continue to comply with the provisions
               of this Section 9, Purchaser shall place an additional
               $250,000 with the Escrow Agents to hold as additional
               Deposit, pursuant to the terms of this Agreement.
                
                                     E-44
<PAGE>

               2 Conduct of Business.
               From the date hereof until Closing, Seller will operate the
               Business substantially as presently operated and only in the
               ordinary course of  business and, consistent with such
               operation, will use its best efforts to preserve intact for
               the benefit of Purchaser, the present business organization
               of the Business and the relationships and good will of
               suppliers, customers, clients and others having business
               relations with the Business.  Without limiting the
               generality of the foregoing, Seller will not, other than in
               the ordinary course of business, take any of the actions
               contemplated by, or which would give rise to, a result
               contemplated by Section 6.15(a) hereof as set forth in such
               section. 


               3Access to Information. 
               From the date hereof until Closing, Seller and Purchaser
               shall make available or cause to be made available to the
               accountants, attorneys or other representatives of the other
               of such parties for examination during normal business
               hours, upon reasonable prior requests, all properties,
               assets, books of accounts, title papers, insurance policies,
               contracts, leases, commitments, records and other documents
               of every character relating to the Business, all of which
               are subject to the terms of the Confidentiality Agreement
               executed by and between Seller and Purchaser (the
               "Confidentiality Agreement") and provided such access does
               not interfere with the ordinary course of Seller's and
               Purchaser's respective businesses.  Notwithstanding anything
               in this Agreement that may imply otherwise, Purchaser shall
               not contact employees of Seller, other than Shareholders,
               officers and directors, until after the expiration of the
               Inspection Period.

               4Other Actions.
               From the date hereof until Closing, Seller and Purchaser
               shall not take any action which shall prevent the
               representations, warranties and covenants of Seller or
               Purchaser, respectively, set forth herein from being
               materially true and correct at the Closing.  Seller and
               Purchaser shall each use its respective best efforts to
               fulfill all conditions precedent set forth herein in order
               to consummate the transactions contemplated hereby in a
               timely manner.
                5Completion of Schedules, Exhibits, and Ancillary Documents
                Purchaser and Seller shall endeavor to complete and agree

                                     E-45
<PAGE>

          upon all of the terms of the ancillary documents including, but
          not limited to, the Notes, the Employment Agreements, the Non-
          Competition Agreements, and the Subordination Agreements within 7
          days after the date first written above, and to finalize the
          Disclosure Schedule and other Exhibits prior to June 9, 1997,
          other than those Schedules which cannot by their nature be
          completed until a date close to the Closing date.
 
                                         10.
     
                              [INTENTIONALLY  OMITTED]

                                         11. 

                            SURVIVAL OF AND RELIANCE UPON
             REPRESENTATIONS, WARRANTIES AND AGREEMENTS; INDEMNIFICATION
             ___________________________________________________________ 
               1Survival of Representations and Warranties
                The parties acknowledge and agree that all representations,
               warranties and agreements contained in this  Agreement or in
               any agreement, instrument, exhibit, certificate, schedule or
               other document delivered in connection herewith and
               referenced herein, shall survive the Closing and continue to
               be binding upon the party giving such representation,
               warranty or agreement and shall be fully enforceable to the
               extent provided for in Sections 11.3 and 11.4 hereof, at law
               or in equity, for the period beginning on the Closing Date
               and ending one (1) year thereafter, except for (i)
               representations in Sections 6.3, 7.2 and 6.10 which shall
               survive until the expiration of the statute of limitations
               applicable to such representations and (ii) Exhibits "B",
               "B-1" " B-2", "B-3" and "B-4", which shall terminate as 
               provided therein.  

                2Reliance Upon and Enforcement of Representations, Warran-
               ties and Agreements. 

               (a)  Seller hereby agrees that, notwithstanding any right of
                    Purchaser to fully investigate the affairs of  Seller,
                    and notwithstanding knowledge of facts determined or
                    determinable by Purchaser pursuant to such
                    investigation or right of investigation, Purchaser has
                    the right to rely fully upon the representations,
                    warranties and agreements of Seller contained in this
                    Agreement and upon the accuracy of any document,
                    certificate or exhibit given or delivered to Purchaser
                    pursuant to the provisions of this Agreement. 

               (b)  Purchaser hereby agrees that, notwithstanding any right
                    of Seller to fully investigate the affairs of
                    Purchaser, and notwithstanding knowledge of facts
                    determined or determinable by Seller pursuant to such
                    investigation or right of investigation, Seller has the
                    right to rely fully upon the representations,

                                     E-46
<PAGE>

                    warranties and agreements of Purchaser contained in
                    this Agreement and upon the accuracy of any document,
                    certificate or exhibit given or delivered to Seller
                    pursuant to the provisions of this Agreement.

               3 Indemnification by Seller and Shareholders.
               Subject to the limitations in Section 11.5(d) below, Seller
               and each Shareholder shall indemnify Purchaser against and
               hold it harmless from:

            (i)     any and all material loss, damage, liability or
                    deficiency resulting from or arising out of any
                    material inaccuracy in or material breach of any
                    representation, warranty, covenant, or obligation made
                    or incurred by Seller herein or in any other agreement,
                    instrument or document delivered by or on behalf of
                    Seller in connection herewith and incorporated herein;

           (ii)     any imposition (including by operation of law) or
                    attempted imposition by a third party upon Purchaser of
                    any liability of Seller which Purchaser has not
                    specifically agreed to assume pursuant to Sections 3.1
                    and 3.2 of this Agreement; and

          (iii)     any and all reasonable costs and expenses incurred by
                    Purchaser (including reasonable legal and accounting
                    fees) related to any of the foregoing, subject to the
                    provisions of Section 11.5.

               Nothing in this Section 11.3 shall be construed to further
               limit the amount to which, or the time by which (except as
               described in Sections 11.1 and 11.5(d)), by reason of offset
               or otherwise, the Purchaser may recover from Seller or any
               Shareholder pursuant to this Agreement resulting from
               Seller's and any Shareholder's breach or violation of any
               representation, warranty, covenant or agreement contained
               herein. 

               Any amounts to which Purchaser, its successors or assigns,
               is entitled to indemnification pursuant to the provisions of
               this Section, subject to the provisions of Section 11.5,
               shall be offset against the final amounts payable to Seller
               under the Notes.  Provided, however, the offset in any one
               year may not exceed the aggregate amount of principal and
               interest due on said promissory note for said year. 
               Notwithstanding anything in this Agreement to the contrary,
               if Purchaser directly causes Seller or Shareholders to
               materially breach, default or perform other acts or events
               that would give rise to claim by Purchaser for loss, damage,
               or liability hereunder, then Purchaser shall have no right
               to make a claim for such loss, damage, or liability.

                                     E-47
<PAGE>

               4 Indemnification by Purchaser.
               Purchaser shall indemnify Seller and the Shareholders
               against and hold it and them harmless from any and all loss,
               damage, liability or  deficiency resulting from or arising
               out of: (i) any Assumed Liabilities; (ii) any liability of
               Purchaser arising out of Purchaser's operations subsequent
               to the Closing (except to the extent such liability is the
               result of a material breach of a covenant or warranty of
               Seller hereunder); or (iii) any inaccuracy in or breach of
               any representation, warranty, covenant or obligation made or
               incurred by Purchaser herein; and (iv) any and all related
               costs and expenses (including reasonable legal and
               accounting fees), subject to the provisions of 11.5.  Except
               as specifically provided herein, nothing in this Section
               11.4 shall be construed to limit the amount to which, or the
               time (except as described in Section 11.1) by which, by
               reason of offset or otherwise, that Seller may recover from
               Purchaser pursuant to this Agreement resulting from its
               breach or violation of any representation, warranty,
               covenant or agreement contained herein. 

                                     E-48
<PAGE>

               5Notification of and Participation in Claims.

               (a)  No claim for indemnification shall arise until written
                    notice thereof is given to the party from whom
                    indemnity is  sought.  Such notice shall be sent within
                    ten (10) days after the party to be indemnified has
                    received notification of such claim, but failure to
                    notify the indemnifying party shall in no event
                    prejudice the right of the party to be indemnified
                    under this Agreement, unless the indemnifying party
                    shall be prejudiced by such failure and then only to
                    the extent of such prejudice.  In the event that any
                    legal proceeding shall be instituted or any claim or
                    demand is asserted by any third party in respect of
                    which Seller/Shareholders on the one hand, or Purchaser
                    on the other hand, may have an obligation to indemnify
                    the other, the party asserting such right to indemnity
                    (the "Party to be Indemnified") shall give or cause to
                    be given to the party from whom indemnity is sought
                    (the "Indemnifying Party") written notice thereof and
                    the Indemnifying Party shall have the right, at its
                    option and expense, to participate in the defense of
                    such proceeding, claim or demand, but not to control
                    the defense, negotiation or settlement thereof, which
                    control shall at all times rest with the Party to be
                    Indemnified, unless the Indemnifying Party (i) agrees
                    to assume the defense, and (ii) does so with reputable
                    counsel in Dade County, Florida, in which case such
                    Indemnifying Party may assume such control through
                    counsel of its choice and at its expense.  In the event
                    the Indemnifying Party assumes control of the defense,
                    the Indemnifying Party shall not be responsible for the
                    legal costs and expenses of the Party to be Indemnified
                    in the event the Party to be Indemnified decides to
                    join in such defense.  The parties hereto agree to
                    cooperate fully with each other in connection with the
                    defense, negotiation or settlement of any such third
                    party legal proceeding, claim or demand.  If the
                    Indemnifying Party assumes the defense, the Party to be
                    Indemnified shall make available to the Indemnifying
                    Party all relevant records and take such other actions
                    as are necessary to defend against the claim.  Upon an
                    Indemnifying Party making any payment hereunder, the
                    Indemnifying Party shall be subrogated to the rights,
                    if any, of the Party to be Indemnified.

               (b)  If the Party to be Indemnified is also the party
                    controlling the defense, negotiation or settlement of
                    any matter, and if the Party to be Indemnified
                    determines to compromise the matter, the Party to be
                    Indemnified shall immediately advise the Indemnifying
                    Party of the terms and conditions of the proposed
                    settlement.  If the Indemnifying Party agrees to accept
                    such proposal, the Party to be Indemnified shall
                    proceed to conclude the settlement of the matter, and
                    the Indemnifying Party shall immediately indemnify the

                                     E-49
<PAGE>

                    Party to be Indemnified pursuant to the terms of
                    Sections 11.3 and 11.4 hereunder.  If the Indemnifying
                    Party does not agree within fourteen (14) days to
                    accept the settlement (said 14-day period to begin on
                    the first business day following the date such party
                    receives a complete copy of the settlement proposal),
                    the Indemnifying Party shall immediately assume control
                    of the defense, negotiation or settlement thereof, at
                    that Indemnifying Party's expense.  Thereafter, if the
                    claim validly requires indemnification hereunder, the
                    Party to be Indemnified shall be indemnified in the
                    entirety for any liability arising out of the ultimate
                    defenses, negotiation or settlement of such matter.

               (c)  If the Indemnifying Party is the party controlling the
                    defense, negotiation or settlement of any matter, and
                    the Indemnifying Party determines to compromise the
                    matter, the Indemnifying Party shall immediately advise
                    the Party to be Indemnified of the terms and conditions
                    of the proposed settlement.  If the Party to be
                    Indemnified agrees to accept such proposal, the
                    Indemnifying Party shall proceed to conclude the
                    settlement of the matter and immediately indemnify the
                    Party to be Indemnified pursuant to the terms of
                    Sections 11.3 or 11.4 hereunder.  If the Party to be
                    Indemnified does not agree within fourteen (14) days to
                    accept the settlement (said 14-day period to begin on
                    the first business day following the date such party
                    receives a complete copy of the settlement proposal),
                    the Party to be Indemnified shall immediately assume
                    control of the defense, negotiation or settlement
                    thereof, at the Party to be Indemnified's expense.  If
                    the final amount paid to resolve the claim is less than
                    the amount of the original proposed settlement made by
                    the Indemnifying Party, then the Party to be
                    Indemnified shall receive such indemnification pursuant
                    to Sections 11.3 or 11.4 hereof, including any and all
                    reasonable expenses incurred by the Party to be
                    Indemnified incurred in connection with the defense,
                    negotiation or settlement of such matter.  If the
                    amount finally paid to resolve the claim (including
                    legal fees incurred by the Party to be Indemnified) is
                    equal to or greater than the amount of the original
                    proposed settlement proposed by the Indemnifying Party,
                    then the Indemnifying Party shall provide
                    indemnification pursuant to Sections 11.3 and 11.4 for
                    the amount of the original settlement proposal
                    submitted by the Indemnifying Party, and the Party to
                    be Indemnified shall be responsible for all amounts in
                    excess of the original settlement proposal submitted by
                    the Indemnifying Party and all costs and expenses
                    incurred by the Party to be Indemnified in connection
                    with such defense, negotiation or settlement. 
                    Notwithstanding anything to the contrary herein, if the
                    Indemnifying Party desires to settle a claim hereunder
                    and the terms of the settlement provide for a complete
                    release of the Party to be Indemnified, the Party to be

                                     E-50
<PAGE>

                    Indemnified must consent to such settlement provided
                    such release does not contain any provision,
                    requirement or waiver of rights that are materially
                    detrimental to such Party to be Indemnified.

               (d)  Notwithstanding anything to the contrary in this
                    Agreement, including, but not limited to this Section
                    11.5, the maximum aggregate amount that Seller and
                    Shareholders may collectively be required to pay
                    Purchaser hereunder, or as a result of any other
                    provision of this Agreement as a result of any and all
                    breaches, if any, of representations or warranties
                    hereunder, or as a result of any and all defaults in
                    any covenants hereunder, or as a result of any and all
                    unassumed liabilities, whether claimed pursuant to this
                    indemnification section or otherwise, shall be
                    $542,000, subject to reduction to, and based upon, the
                    aggregate then outstanding balance under the Notes,
                    provided if Purchaser provides Seller with written
                    notice during the final 60 days of the first year after
                    the Closing Date that Purchaser is concerned about the
                    ability of the remaining balance of the Notes to
                    satisfy potential claims by Purchaser hereunder, then,
                    even though Purchaser has made a payment under the
                    Notes, the amount that Purchaser may collectively claim
                    against Seller and Shareholders shall continue to be
                    $542,000, provided such claims shall only be made pro-
                    rata against Shareholders based upon the ownership of
                    each Shareholder in Seller as set forth in the recitals
                    first set forth above, (i.e., $216,800 for I. Fintz;
                    $135,500 for R. Krongold and M. Rosen's and $54,200 for
                    A. Sokol).  In no event shall any Shareholder be liable
                    to Purchaser for any liabilities described in the first
                    sentence of this Section 11.5(d), or elsewhere in this
                    Agreement, for an amount in excess of the applicable
                    amount set forth in the preceding sentence.  The sole
                    source of recourse for such claims shall be the right
                    of Purchaser to offset any amounts under the Notes to
                    the extent such final payment is sufficient to cover
                    such claim and thereafter if necessary from the next
                    preceding payment(s) under the Note(s) or from the cash
                    delivered to the Shareholders if the notice referred to
                    above has been provided.  Any offset against the Notes
                    shall be made pro-rata against all four (4) Notes,
                    based upon the initial principal amount of the Notes as
                    of the date of the Closing and shall be deducted from
                    the final payments under the Notes.  Prior to any off-
                    set, Purchaser shall send written notice to the holder
                    of the Notes stating with reasonable specificity the
                    basis for Purchaser's right to such indemnification
                    payment.  If within 10 days after receipt of such
                    notice of set-off, the holder contests in writing (sent
                    to Purchaser) Purchaser's claim of indemnification
                    under this Section 11, then the amount which Purchaser
                    would otherwise have paid to the holder but for the

                                     E-51
<PAGE>

                    exercise of such right of set-off shall be paid into an
                    interest bearing escrow account maintained by a bank
                    selected by Purchaser, to be held in such account until
                    Purchaser and the holder have reached agreement as to
                    the amount, if any, of such indemnification payment and
                    set-off, or until there has been a judicial resolution
                    of such matter, at which time the amount held in such
                    segregated account, together with any interest accrued
                    thereon, shall be released to the prevailing party, as
                    appropriate and/or instructed.  Purchaser and the
                    holder agree that they will  use their best efforts to
                    resolve any such dispute within 30 days of receipt of
                    notice by Purchaser of the holder's objection to the
                    set-off.

               (e)  Indemnification Basket.  Notwithstanding anything to
                    the contrary in this Agreement, Seller and Shareholders
                    shall not have any liability to Purchaser, pursuant to
                    this indemnification section or elsewhere in this
                    Agreement, unless and until the aggregate of all
                    claims, losses, and liabilities that Seller and
                    Shareholders would be liable to Purchaser hereunder,
                    exceeds $150,000 (net of any tax benefit Purchaser
                    obtains as a result of such expenses, losses, and
                    liabilities) and then such liability shall exist only
                    to the extent that the aggregate of all losses,
                    liabilities, and damages exceed $150,000 (net of the
                    income tax benefit derived by Purchaser).

                                         12. 

                                 EXPRESS CONDITIONS
                                 __________________           

               1Notwithstanding anything herein to the contrary, and
               subject to Section 12.2 below, Purchaser's and Seller's
               obligations hereunder are subject to the following
               conditions:

               (a)  Purchaser shall have obtained from its primary lender,
                    Star Bank, N.A., consent to the transaction. 

               (b)  Purchaser shall have acquired all necessary permits
                    from federal, state and local agencies that are
                    necessary to conduct cabling operations in the State of
                    Florida.

               (c)  Approval of the Board of Directors of Purchaser. 

               (d)  Approval of the Board of Directors of Seller and Seller
                    completing its due diligence review of Purchaser
                    satisfactory to Seller at its sole discretion.

               (e)  The Closing contemplated by this Agreement shall be
                    expressly contingent upon a due diligence review of
                    Seller's Business satisfactory to Purchaser in its sole

                                     E-52
<PAGE>

                    discretion.  During such period, the  Seller will allow
                    Purchaser and its representatives full and complete
                    access to the books, records and facilities of the
                    business and will use its best efforts to keep
                    Purchaser fully apprised of its business activities,
                    financial condition and prospects.  In addition, the
                    Seller will make available its officers, counsel and
                    independent accountants to discuss these matters with
                    Purchaser's representatives and other financial
                    employee(s) of Seller designated by Seller, subject to
                    the time limitations contained in Section 9.3.  The
                    Closing is contingent upon Purchaser being satisfied in
                    every respect with the results of the Purchaser's due
                    diligence investigation.  If the results of the
                    investigation are not to the satisfaction of Purchaser,
                    Purchaser shall notify Seller in writing that this
                    condition precedent has not been satisfied, and
                    immediately thereafter, the Escrow Agents shall be
                    authorized by the Purchaser and Seller to release the
                    escrow funds to Purchaser.  Purchaser will conduct its
                    due diligence in a manner that will minimize any
                    interference with the business of Seller and will enter
                    into the Confidentiality Agreement which will be
                    customary to transactions of this nature. 

               Subject to Section 12.2 below, in the event any of the
               foregoing contingencies have not been met or waived, by
               Purchaser or Seller, where applicable, by June 16, 1997, the
               $50,000.00 earnest money shall be returned promptly to
               Purchaser.  If the conditions set forth in this Section 12.1
               that relate to Purchaser have been met or waived, as
               described herein or in Section 12.2 below, then Purchaser
               shall deposit an additional $100,000 with the Escrow Agents
               as an additional Deposit, and, thereafter, if Purchaser does
               not close the transactions contemplated hereby on the
               Closing Date as may be extended by Seller under
               Section 13.4, other than as a result of Seller's or
               Shareholders' material breach or the failure of Seller to
               materially satisfy the conditions precedent set forth in
               Section 13.2 below, then the entire Deposit then held by the
               Escrow Agents shall be promptly delivered to Seller as
               agreed upon liquidated damages (and not as a penalty)) for
               its cost, inconvenience, expense, and damages resulting from
               Purchaser's due diligence investigation of its Business and
               Seller's time expended.  If the transaction does not close
               on the Closing Date as a result of Seller's or Shareholders'
               material breach or the failure of Seller to materially
               satisfy the conditions precedent set forth in Section 13.2
               below, then the entire Deposit shall be returned to
               Purchaser.
 
              2    The contingencies set forth in Section 12.1 must have all
               been met or waived, by Purchaser and Seller, where

                                     E-53
<PAGE>

               applicable, no later than June 16, 1997.  Failure of either
               Purchaser or Seller to inform the other in writing on or
               before June 16, 1997, that any one or more of the express
               conditions set forth in Section 12.1 have not been met,
               shall serve conclusively as such non-sending party's notice
               and acknowledgment that all of the express conditions
               applicable  to such party have been met and fully satisfied
               or irrevocably waived, and such non-sending party shall have
               waived any and all rights to make any claims that any
               express condition set forth in Section 12.1 has not been
               met, regardless of whether such condition has actually been
               met, and the non-sending party shall be obligated to proceed
               with the transactions contemplated herein, in accordance
               with the terms of this Agreement.
           
                                         13. 

                                     THE CLOSING
                                     ___________           

               1Date, Time and Place of Closing

               Consummation of the transactions contemplated hereby (the
               "Closing") shall take place on July 1, 1997 (the "Closing
               Date"), commencing at 9:00 a.m. EDT at
               _________________________________________, or on such other
               Closing Date, or at such other time and/or place as the
               parties may mutually agree upon. 

                2Conditions Precedent to Purchaser's Obligations
                The obligation of Purchaser to perform in accordance with
               this Agreement and to consummate the transactions herein 
               contemplated is subject to the satisfaction of the following
               conditions at or before the Closing:

               (a)  The Seller shall have complied with and materially
                    performed all of the representations, warranties,
                    agreements and covenants hereunder required to be
                    performed by it prior to or at the Closing;

               (b)  There shall be no pending or threatened legal action
                    which, if successful, would prohibit consummation or
                    require substantial rescission of the transactions
                    contemplated by this Agreement;

               (c)  The business, aggregate properties and operations of
                    Seller shall not have been materially adversely
                    affected as a result of any fire, accident or other
                    casualty or any labor disturbance or act of God or the
                    public enemy, and there shall otherwise have been no
                    material adverse change to the business, aggregate

                                     E-54
<PAGE>

                    properties, or operations of the Seller since the date
                    of execution of this Agreement;

               (d)  Seller shall have delivered to Purchaser, at or before
                    the Closing, the following documents, all of which
                    shall be in form and substance reasonably acceptable to
                    the Purchaser and its counsel:

                 (i)   The instruments of transfer and limited powers of
                       attorney required by Sections 2.5 and 2.6;

                (ii)   Releases or estoppel letters (or copies thereof) of
                       all liens, claims, charges, encumbrances, security
                       interests and restrictions on the Purchased Assets
                       necessary to provide Purchaser with good,
                       marketable and indefeasible title to each of the
                       Purchased Assets at the Closing;

               (iii)   Certified copies of the corporate actions taken by
                       the Board of Directors and Shareholders of Seller,
                       authorizing the execution, delivery and performance
                       of this Agreement;

                (iv)   Certificate of Good Standing for Seller from the
                       Secretary of State of Florida dated no earlier than
                       fifteen (15) days prior to Closing;

                 (v)   Opinion letter of McDermott, Will & Emery, counsel
                       for Seller, addressed to Purchaser and dated the
                       Closing Date, containing the opinion set forth on
                       Exhibit "J".

                (vi)   Seller shall have entered into the Subordination
                       Agreement in the form attached hereto as Exhibit
                       "D".

               (vii)   Seller I. Fintz, A. Sokol, R. Krongold and M. Rosen
                       shall have entered into the non-competition
                       agreements set forth in Exhibits "B" "B-1",  "B-2",
                        "B-3" and "B-4".

               (viii)  The express conditions set forth in Section 12 have
                       been satisfied or waived, as provided in such
                       Section 12. 

               (e)  Seller will adopt and file with the Secretary of State
                    of Florida within five (5) business days after the
                    Closing Date an amendment to the Articles of
                    Incorporation of Seller changing the name of Seller to
                    a name substantially dissimilar to Magic Box, Inc.

                                     E-55
<PAGE>

                    Seller shall execute a Consent for Use of Similar Name
                    form, as set forth on Exhibit "M", granting to
                    Purchaser the use of the name Magic Box, Inc.


               3Conditions Precedent to Seller's Obligations.
               The obligation of Seller to perform in accordance with this
               Agreement and to consummate the transactions herein
               contemplated is subject to the satisfaction of the following
               conditions at or before the Closing:
  
               (a)  Performance by Purchaser of all of the representations,
                    warranties, agreements and covenants to be performed by
                    it at or before the Closing;

               (b)  There shall be no pending or threatened legal action
                    which, if successful, would prohibit consummation or
                    require substantial rescission of the transactions
                    contemplated by this Agreement;

               (c)  The business, aggregate properties and operations of
                    Purchaser shall not have been materially adversely
                    affected as a result of any fire, accident or other
                    casualty or any labor disturbance or act of God or the
                    public enemy, and there shall otherwise have been no
                    material adverse change to the business, aggregate
                    properties, or operations of the Purchaser since the
                    date of execution of this Agreement;

               (d)  Purchaser shall deliver to Seller at or before the
                    Closing the following documents, all of which shall be
                    in form and substance acceptable to Seller and its
                    counsel:

                 (i)   A wire transfer or bank or cashiers check for the
                       aggregate amount to be paid to Seller at the
                       Closing pursuant to Section 4.2(b) hereof;

                (ii)   A wire transfer or bank or cashiers check from the
                       Escrow Agents for the amount set forth in Section
                       4.2(a) hereof;

               (iii)   Assumption of Liabilities Agreement under which
                       Purchaser assumes the Liabilities set forth in
                       Sections 3.1 and 3.2;

                (iv)   Subordinated promissory notes as set forth in
                       Section 4.2(c);

                 (v)   Certified copies of the corporate actions taken by
                       Purchaser authorizing the execution, delivery and
                       performance of this Agreement;

                                     E-56
<PAGE>

                (vi)   Certificate of Good Standing for Purchaser from the
                       Secretary of State of Delaware dated no earlier
                       than fifteen (15) days prior to the date of
                       Closing;

               (vii)   Opinion letter of Lindhorst & Dreidame Co., L.P.A.,
                       counsel for Purchaser, addressed to Seller and
                       dated the Closing Date, containing the opinions set
                       forth on Exhibit "N"; and

               (viii)  All of the express conditions set forth in Section
                       12 have been satisfied or waived. 

               (e)  Purchaser shall have entered into the Employment
                    Agreements set forth in Exhibits "G" and "G-1" . 
           4    Potential Extension of Closing Date.  Notwithstanding the
          definition of the Closing Date contained herein, if Seller
          provides Purchaser with written notice of its knowledge of a
          potential decrease in the federal capital gains tax rate, then as
          part of such notice Seller may extend the Closing Date for up to
          30 days after the date set forth herein.
           

                                         14. 
                                  GENERAL PROVISIONS
                                 __________________           
                1Publicity.                All public announcements relating
               to this Agreement or the
               transactions contemplated hereby will be made by mutual
               agreement of by Purchaser and Seller, which mutual agreement
               will not be reasonably withheld by either party.  For any
               disclosure which may be required because of Purchaser's
               being a publicly-traded corporation on the over-the-counter
               market, Seller's consent will not be required, but Purchaser
               will first inform Seller of such disclosure. 
                2Expenses.  Purchaser will bear and pay all of its expenses 
               incident to
               the transactions contemplated by this Agreement which are
               incurred by Purchaser or its representatives, and Seller
               shall bear and pay all of the expenses incident to the
               transactions contemplated by this Agreement which are
               incurred by Seller or its representatives.

                                     E-57
<PAGE>

               3Notices.
               All notices and other communications required by this
               Agreement shall be in writing and shall be deemed given (i)
               upon delivery if delivered by hand, (ii) the next business
               day if sent by nationally reputable overnight carrier, or
               (iii) three days after mailing if mailed by registered mail
               or certified mail, return receipt requested; to the
               appropriate party at the following address (or at such other
               address for a party as shall be specified by notice pursuant
               hereto):

               (a)  If to Purchaser, to:
                       Pomeroy Computer Resources, Inc.
                       1020 Petersburg Road
                       Hebron, Kentucky  41048
                       Attn:  Stephen Pomeroy

                    With a copy to:
                       James H. Smith III, Esq.
                       Lindhorst & Dreidame
                       312 Walnut Street, Suite 2300
                       Cincinnati, Ohio  45202

               (b)  If to Seller, to:
                       Magic Box, Inc.
                       16698 N.W. 54th Avenue
                       Miami, Florida  33014
                       Attn: President

                    With a copy to:
                       McDermott, Will & Emery
                       201 S. Biscayne Boulevard
                       Suite 2200
                       Miami, Florida 33131
                       Attention: Jerry J. Sokol, Esq.

                                     E-58
<PAGE>

               (c)  If to Shareholders, to:
                       Israel Fintz
                       242 NE 199 Terrace
                       Miami, Florida  33179

                       M. Ronald Krongold, Esq.
                       201 Alhambra Circle
                       Suite 801
                       Coral Gables, Florida  33131

                       Marvin Rosen, Esq.
                       Greenberg Traurig et al.
                       1221 Brickell Avenue
                       Miami, Florida  33131

                       A. Sokol
                       555 NE 34 Street
                       #2503
                       Miami, Florida  33137

                    With a copy to:
                       McDermott, Will & Emery
                       201 S. Biscayne Boulevard
                       Suite 2200
                       Miami, Florida 33131
                       Attention: Jerry J. Sokol, Esq.

                4Binding Effect.
               Except as may be otherwise provided herein, this Agreement
               and all the provisions hereof shall be binding upon and 
               inure to the benefit of the parties hereto and their
               respective heirs, legal representatives, successors and
               permitted assigns. 
                5Headings.
                The headings in this Agreement are intended solely for
               convenience of reference and shall be given no effect in 
               the construction or interpretation of this Agreement.

                                     E-59
<PAGE>
                                6Exhibits.
               The Exhibits referred to in this Agreement constitute an
               integral part of this Agreement as if fully rewritten
               herein.
           
               7Counterparts.
                This Agreement may be executed in multiple counterparts,
               each of which shall be deemed an original, but all of which
               constitute together one and the same document.
 
               8 Governing Law.
               This Agreement shall be construed in accordance with and
               governed by the laws of the State of Florida, without regard
               to its laws or the laws of any other jurisdiction regarding
               conflict of laws.
                9Severability
                If any provision of this Agreement shall be held
               unenforceable, invalid, or void to any extent for any
               reason, such provision shall remain in force and effect to
               the maximum extent allowable, if any, and the enforceability
               or validity of the remaining provisions of this Agreement
               shall not be affected thereby.
                10 Waivers; Remedies Accumulated.
               No waiver of any right or option hereunder by any party
               shall operate as a waiver of any other right or option, or 
               the same right or option with respect to any subsequent
               occasion for its exercise, or of any right to damages.  No
               waiver by any party of any breach of this Agreement or of
               any representation or warranty contained herein shall be
               held to constitute a waiver of any other breach or a
               continuation of the same breach.  All remedies provided in
               this Agreement are in addition to all of the remedies
               provided by law.  No waiver of any of the provisions of this
               Agreement shall be valid and enforceable unless such waiver
               is in writing and signed by the party granting the same. 
                11 Assignments.
                Except as otherwise provided in this Agreement, including
               Purchaser's specific right to assign the Agreement to
               Acquisition Sub as set forth in the recitals, no party shall
               assign its rights or obligations hereunder prior to Closing
               and thereafter without the prior written consent of the
               other party. 

                                     E-60
<PAGE>

               12 Entire Agreement.
               This Agreement and the agreements, instruments and other
               documents to be delivered hereunder constitute the entire 
               understanding and agreement concerning the subject matter
               hereof.  All negotiations between the parties hereto are
               merged into this Agreement, and there are no
               representations, warranties, covenants, understandings, or
               agreements, oral or otherwise, in relation thereto between
               the parties other than those incorporated herein and to be
               delivered hereunder.  Except as otherwise expressly
               contemplated by this Agreement, nothing expressed or implied
               in this Agreement is intended or shall be construed so as to
               grant or confer on any person, firm or corporation other
               than the parties hereto any rights or privilege hereunder. 
               No supplement, modification or amendment of this Agreement
               shall be binding unless executed in writing by the parties
               hereto.

          13   Business Records.
               Seller and Shareholder shall be permitted to retain copies
               of such books and records relating to the Purchased Assets
               and relating to the accounting and tax matters of the
               Business and to have access to all original copies of
               records so delivered to Purchaser at reasonable times, for
               any reasonable business purpose, for a period of six (6)
               years after the Closing. 

          14   Attorneys' Fees.
               In the event any dispute arises between Purchaser, on the
               one hand, and Seller or Shareholders, on the other hand,
               whether pursuant to this Agreement or otherwise, the
               prevailing party shall be entitled to recover from the non-
               prevailing party, the prevailing party's attorneys' fees and
               costs, including all costs of appeal.  In addition, such
               prevailing party shall also be entitled to recover
               attorneys' fees and costs incurred in enforcing any judgment
               from a suit arising under this Agreement or otherwise.  This
               post-judgment attorneys' fees and costs provision shall be
               severable from the other provisions, shall survive any
               judgment on such suit, and shall not be deemed to be merged
               into the judgment.
               The parties hereto have executed this Agreement as of the
          date first above written. 

                                     E-61
<PAGE>
                                        MAGIC BOX, INC.
                                          ________________________________
                                                                 
 By:
                                          Israel Fintz, President


                                        POMEROY COMPUTER RESOURCES, INC.
                                           ________________________________ 
                                                                            
                                        By:
                                          Stephen Pomeroy, Chief Financial
                                          Officer
                                          ISRAEL  FINTZ
                                            M.  RONALD  KRONGOLD
                                          MARVIN  ROSEN
                                          ALLISON  SOKOL
                                        ________________________________

                                     E-62
<PAGE>

                                      EXHIBIT A
                                    EXCLUDED ASSETS

          1.   Excess cash as defined in Section 4.1(c)

          2.   The Purchase Price or any part thereof received by Seller
               for the sale of the Purchased Assets
               Seller's minute book and stock records

          3.   Marketable Securities of Seller

          4.   (This will be supplemented prior to May 31, 1997)

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<PAGE>