STOCK PURCHASE AGREEMENT


     THIS  AGREEMENT (the  "Agreement")  is made as of this 27th day of October,
1997, by and between Formtek,  Inc., a Delaware corporation  ("Purchaser"),  and
Joseph Julian, an individual residing in the State of Connecticut ("Seller") who
owns all of the issued and outstanding  capital stock (the "Stock") of CoilMate,
Inc., a Connecticut  corporation (the  "Company").  The Purchaser and Seller are
sometimes  collectively  referred to herein as the "Parties",  and either one of
the Parties is sometimes referred to as a "Party".

                                                    WITNESSETH

     WHEREAS, Seller is the sole beneficial and record owner of the Stock;

     WHEREAS,   the   Company  is  engaged  in  the   business   of   designing,
manufacturing,  fabricating,  assembling, and selling pallet decoilers, traverse
reels, rewind mechanisms  straighteners,  stock feeders, and the accessories and
options thereto (the "Business");

     WHEREAS, the Company retains and owns all such assets, goodwill, properties
and  contractual  and other  rights  necessary  to  conduct  the  Business  (the
"Assets"); and

     WHEREAS,  Purchaser desires to purchase all of the Stock, which consists of
Two Hundred  (200) shares of the Stock (the  "Shares")  from Seller,  and Seller
desires to sell the Shares to Purchaser, upon the terms and conditions specified
in this Agreement (the "Transactions").

     NOW,  THEREFORE,  in  consideration  of the foregoing,  the mutual promises
hereinafter set forth,  and other good and valuable  consideration,  the Parties
hereto, intending to be legally bound, hereby agree as follows:

                                                     ARTICLE I
                                              PURCHASE OF THE SHARES

     Seller hereby agrees to sell, assign,  transfer, and convey to Purchaser at
the Closing (defined in Article IX below),  for the  consideration set forth and
payable in accordance with the provisions of Article II of this  Agreement,  all
of Seller's rights,  title, and interest in and to the Shares, free and clear of
all liens,  encumbrances  and adverse charges of any nature  whatsoever.  At the
Closing, Seller shall deliver to Purchaser certificates  representing the Shares
validly  endorsed in blank or accompanied by stock powers  executed with respect
to such Shares.

                                                    ARTICLE II
                                                  PURCHASE PRICE

     2.1  Consideration.  Subject to the terms and  conditions set forth herein,
Purchaser hereby agrees to pay to Seller at the Closing,  as  consideration  for
the purchase of the Shares the amount of Three Million Seventy-Five Thousand and
00/100 Dollars ($3,075,000.00) in cash or other

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current funds payable according to the terms and conditions set forth in Section
2.2 of this Agreement (the "Purchase Price").

     2.2 Payment of Purchase  Price.  On the Closing Date (defined in Article IX
below), Purchaser shall pay the Purchase Price as follows:

          (a) the  amount of Twenty  Thousand  and no/100  Dollars  ($20,000.00)
shall be  deposited  with the Escrow Agent in  accordance  with the terms of the
Escrow  Agreement  attached  hereto as  Exhibit  2.2(a) and in  accordance  with
Section 2.4;

           (b) the balance of the Purchase Price to Seller.

         The  Purchase  Price  shall be subject to  adjustments  as set forth in
Paragraph 2.4.

     2.3 Transfer of Funds.  All amounts of Purchase  Price  payable  under this
Agreement  shall be wired according to the  instructions  provided in writing to
Purchaser by the intended recipient of such funds as assembled into Schedule 2.3
attached hereto.

     2.4 Adjustments to Purchase Price.

          2.4.1 Just prior to the  Closing  Date the Company  shall  prepare and
deliver to Purchaser an estimated  Balance  Sheet and Profit and Loss  Statement
(the "Estimated Financial Statements") in accordance with the provisions of this
section as of October  31, 1997 (or such other date chosen by the Parties in the
event that the Closing Date is not November 3, 1997) (the "Balance Sheet Date").
Within thirty (30) days after the Closing Date the Parties shall work  together,
making such personnel and records available as necessary,  to complete a balance
sheet and income  statement  for the Company as at the  Balance  Sheet Date (the
"Closing Financial  Statements") and to finalize the net worth  determination in
good faith at their earliest convenience based upon the terms and conditions set
forth in this Section 2.4.1, and 2.4.2. The Estimated Financial Statements,  the
Closing  Financial  Statements and the  calculation  of net worth,  shall be set
forth in a memorandum of  understanding  prepared and executed by the authorized
representative  of each  of the  Parties  (the  "Memorandum  of  Understanding")
attached  hereto as Schedule 2.4.1.  If the  determination  of net worth reveals
that the net worth of the Company as at the  Balance  Sheet Date as set forth in
the Closing  Financial  Statements (in respect and after the distribution of the
Profits of the Company as defined in Section 4.4 through the Balance Sheet Date)
is either (a) greater  than,  or (b) less than zero (the  "Adjustment  Amount"),
then the Purchase  Price shall be adjusted  upward or downward,  as the case may
be,  dollar-for-dollar by the Adjustment Amount and the increase if any shall be
paid to Seller or the  decrease if any shall be paid to  Purchaser by the Escrow
Agent  within 10 days of the  determination  of the  Adjustment  Amount.  If the
amount of  adjustment  exceeds the Escrow  Amount the Purchaser or the Seller as
the case may be shall immediately pay any difference to the other party.

          2.4.2 For  purposes  of the  preparation  of the  Estimated  Financial
Statements and the Closing Financial Statements and the determination of the net
worth of the Company under this Agreement, the following shall apply:


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                          (a)   Except as otherwise set forth herein, the value
of the assets and  liabilities  of Seller shall be  calculated as of the Balance
Sheet Date in accordance with generally accepted accounting principles ("GAAP"),
consistently applied;

                          (b) The patents and fixed assets of the Company shall
be valued at their respective net book values; and

                          (c) The Inventory (as defined in Section 3.25 below)
as counted at or around the Closing Date shall be valued as set forth in Section
3.25 of this Agreement.

          2.4.3 Upon  adjustment to the Purchase Price as provided  herein,  the
Parties  shall modify,  if necessary,  Purchase  Price  Allocation  described in
Section 12.17(c) of this Agreement.

                                                    ARTICLE III
                                     REPRESENTATIONS AND WARRANTIES OF SELLER

     All  representations  and  warranties  contained  herein shall  survive the
Closing  until such  time(s) as stated in Article XVI, and none shall merge into
any Closing document. Except as set forth on the Schedules hereto, each of which
exceptions  or  statements  shall  relate to all  relevant  representations  and
warranties made herein,  Seller  represents and warrants the following as of the
date of this Agreement and of the Closing Date (as defined in Article IX below):

     3.1 Corporate  Organization.  The Company is a corporation  duly organized,
validly  existing,  and  in  good  standing  under  the  laws  of the  State  of
Connecticut.  The Company has full  corporate  power and authority to own, lease
and operate its  properties  and to carry on and conduct the  Business and is in
good standing and is qualified to transact business as a foreign  corporation in
all states in which the nature of the  Business  or the Assets  require it to be
qualified.

     3.2 Authority and  Non-Contravention.  Seller has the full power, authority
and capacity to enter into, execute,  deliver and perform this Agreement and all
Exhibits to which he is a party. This Agreement and such Exhibits, when executed
and  delivered  by Seller,  shall be valid and  binding  obligations  of Seller,
enforceable against him in accordance with the terms hereof and thereof, subject
to  bankruptcy,  insolvency  and other  similar  laws  affecting  the  rights of
creditors  generally  and except  that the  remedies  of  specific  performance,
injunction and other forms of mandatory  equitable  relief may not be available.
Neither the  execution  and delivery of this  Agreement  nor the  execution  and
delivery of the  certificates and documents set forth as Exhibits hereto nor the
consummation  of the  Transactions  contemplated  hereby  or  thereby  will  (i)
conflict  with or violate  any  provision  of the  Articles  or  Certificate  of
Incorporation  or Bylaws of the Company,  (ii) conflict with or violate any law,
rule,  regulation,  ordinance,  order,  writ,  injunction,  judgment  or  decree
applicable  to Seller or the Company or by which any of the Shares or the Assets
are  bound or  affected,  or (iii)  conflict  with or  result  in any  breach or
constitute  a default  (or an event  which with  notice or lapse of time or both
would become a default)  under,  or give to others any rights of  termination or
cancellation  Of; or accelerate the  performance  required by or maturity of; or
result in the creation of any security interest,  lien, charge or encumbrance on
any of Seller's Shares or the Assets pursuant to any of the terms, conditions or
provisions of any note,

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bond, mortgage,  indenture, permit, license, franchise. lease contract, or other
instrument  or  obligation to which Seller or the Company is a party or by which
any of the  Shares or the  Assets are bound or  affected  that in the  aggregate
would have a material  adverse affect on the  Purchaser.  Neither Seller nor the
Company are required to submit any notice.  declaration,  report or other filing
or registration with any governmental or regulator authority or instrumentality,
and no approvals or non-objections are required to be obtained or made by Seller
or the Company in connection  with the  execution,  delivery or  performance  by
Seller of this Agreement or any Exhibit or the  consummation of the Transactions
contemplated hereby or thereby.

     3.3  Authorized  Capitalization.  The Company is a Connecticut  corporation
having  authorized  capital stock  consisting of five thousand (5,000) shares of
voting  common  stock,  of which two hundred  (200) are issued and  outstanding.
Seller is the sole  beneficial  owner of all  shares of any class of the  Stock.
There are no outstanding options,  puts, calls or warrants to acquire any of the
Stock.  The Shares  constitute all of the issued and  outstanding  shares of the
Stock. All of the Shares are validly issued,  fully paid and  nonassessable  and
are owned of record  and  beneficially  by Seller  free and clear of any  liens.
claims,  options,  encumbrances or restrictions of any nature whatsoever.  There
are no agreements,  arrangements,  convertible rights or other rights (vested or
contingent) to acquire any of the Stock. and no such  agreements.  arrangements,
convertible  rights or other rights (vested or contingent) to acquire any of the
Stock will be issued,  entered, or granted prior to the Closing Date without the
prior  written   approval  of  the  Purchaser.   Seller  has  the  absolute  and
indefeasible right, power and capacity to sell. assign, transfer and deliver the
Shares to Purchaser,  and has good.  marketable  and  indefeasible  title to the
Shares,  free  and  clear  of  all  liens,  claims,  options,   encumbrances  or
restrictions of any nature whatsoever.

     3.4  Operation of the Company's  Business.  Except as set forth in Schedule
3.4,  the Company has good and  marketable  title to and owns and retains all of
the Assets.  tangible or intangible,  contractual,  license and leasehold rights
necessary for the Purchaser (i) to operate the Business as the Company  operates
it on the date hereof;  and (ii) to utilize the Assets and contractual,  license
and  leasehold  rights in the same manner as they  historically  have been used.
With the exception of those Assets used in the Business  pursuant to license and
leasehold rights in favor of the Company and disclosed to Purchaser,  all of the
Assets used in the Business are owned by the Company,  and none are owned by any
other party.  The portion of the Assets that are tangible are in good  operating
condition and repair,  ordinary wear and tear excepted. and are satisfactory for
the purposes for which the Assets are being used in Business.

     3.5 Financial  Statements.  Attached hereto as Schedule 3.5 are the balance
sheet and the income  statement of the Company for the years ended  December 31,
1995 and 1996 (the "Compiled Financial Statements") and the interim period ended
June 30,  1997 (the  "Interim  Financial  Statement").  The  Compiled  Financial
Statements and the Interim Financial Statement shall be collectively referred to
as the Financial  Statements.  The Compiled Financial  Statements are materially
true and  complete  and have been  prepared  from the books and  records  of the
Company  and fairly  present  the  properties,  assets,  liabilities,  financial
position,  results  of  operations  and  condition  of the  Company  as of their
respective dates. The results of operations set forth in the Compiled  Financial
Statements  are  materially  accurate.  Except as set forth in Schedule 3.5, the
Compiled  Financial  Statements  to Seller's  knowledge  have been.  prepared in
conformity with generally accepted accounting principles applied on a consistent
basis for such

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periods. The Interim Financial Statement to Seller's knowledge has been prepared
from the books and records of the Company and fairly  reflects  the  properties,
assets, liabilities, financial position, results of operations. and condition of
the Company as of its date in a manner  consistent  with past practice except as
set forth in Schedule 3.5.

     3.6  Employee  Wages.  Salaries  and  Benefits.  The Company  has  provided
Purchaser  with  an  accurate  list of all  employees  of the  Company  (whether
full-time,  part-time or temporary),  and the current rate of  compensation  for
each such employee  (including a separate statement of bonuses,  fringe benefits
and accrued vacation, sick pay and other perquisites to which they are or may be
entitled).  There is no liability for unpaid salary or wages, bonuses,  vacation
time, or other employee  benefits due or accrued.  nor liability for withheld or
deducted  amounts  from  employees'  earnings,  for  the  period  ending  on  or
immediately prior to the Closing Date,  including without limitation  commission
payments  to  agents,  representatives  or  employees  except  as  listed in the
Financial Statements,  the Closing Financial Statements, or in Schedule 3.8.1 or
Schedule 3.8.9.  There are no labor disputes.  strikes.  work stoppages or other
interruptions  in  service  or  performance  pending  or  threatened,   and  all
relationships  between the Company and its employees  are  generally  stable and
satisfactory.

     3.7  Compliance  with Laws.  To Seller's  knowledge,  the  operation of the
Business  and  the  use of  the  Assets  are in  material  compliance  with  all
applicable laws, ordinances, rules and regulations, including but not limited to
Federal, state and local environmental workplace safety, employment and employee
benefits laws,  regulations and rules (collectively the "Laws"). The Company has
all requisite licenses,  permits and certificates from Federal,  state and local
governmental  authorities as may be necessary to conduct the Business and to own
and operate the Assets,  and such permits are valid and in full force and effect
and to Seller's  knowledge  will not be terminated or adversely  affected by the
consummation of the  Transactions  contemplated  hereby.  Seller and to Seller's
knowledge  the Company have not received any notice  alleging any  violations by
the Company of any Laws, or of investigations or audits of the Company initiated
by governmental,  regulatory or administrative agencies, and to the knowledge of
the  Seller,  no  allegations  or  investigations  are  pending  or, to Seller's
knowledge, have been threatened.

     3.8 Employee Benefit Plans

          3.8.1  Except as set forth on Schedule  3.8.1  attached  hereto,  with
respect to all  employees  and former  employees  of the  Company,  neither  the
Company  nor any ERISA  Affiliate  (as  defined  herein  below)  of the  Company
presently maintains, contributes to or has any liability under:

                          (a)   any bonus, incentive compensation, profit
sharing,  retirement,  pension,  group  insurance  death  benefit  group health,
medical expense  reimbursement,  cafeteria,  dependent care, stock option, stock
purchase, stock appreciation rights, savings, deferred compensation, consulting,
severance pay or termination pay, vacation pay, life insurance, welfare or other
employee benefit or fringe benefit plan, program or arrangement;

                          (b)   any plan, program or arrangement which is an
"employee  pension  benefit plan" as such term is defined in Section 3(2) of the
Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"),  or an
"employee welfare benefit plan" as such term is defined in Section 3(1)of ERISA.

For purposes of this  Agreement,  "ERISA  Affiliate"  shall mean each person (as
defined in Section 3(9) of ERISA) that, together with the Company (or any person
whose liabilities the Company has assumed or is otherwise subject to), currently
or in the past would be treated as a single  employer  under section  4001(b) of
ERISA or that  would be  deemed to be a member  of the same  "controlled  group"
within the meaning of section 414(b),  (c), (m) and (o) of the Internal  Revenue
Code of 1986, as amended (the " Code") The plans,  programs and arrangements set
forth on Schedule 3.8.1 are herein referred to as the "Employee Benefit Plans.

          3.8.2 To Seller's knowledge,  with respect to all employees and former
employees  of the  Company,  neither the Company nor any ERISA  Affiliate of the
Company  presently  maintains,  contributes  to or has any  liability  under any
funded or unfunded  medical,  health or life insurance  plan or arrangement  for
present or future retirees or present or future  terminated  employees except as
required by the  Consolidated  Omnibus  Budget  Reconciliation  Act of 1985,  as
amended  ("COBRA").  Neither the Company nor any ERISA  Affiliate of the Company
maintains or contributes to a trust,  organization  or association  described in
any of Sections 501 (c)(9), 501(c)(17) or 501(c)(20) of the Code.

          3.8.3  . To  Seller's  knowledge,  except  as set  forth  on  Schedule
3.8.3(i), each such Employee Benefit plan complies in form and in operation with
the  requirements of the Code and meets the  requirements of a "qualified  plan"
under Section 401(a) of the Code. Additionally, to Seller's knowledge, except as
set forth on Schedule 3.8.3(i),  amendments have been made to each such Employee
Benefit  Plan for the Tax  Reform  Act of 1986 and  subsequent  legislation  and
regulations  to the extent  they are  required.  Except as set forth in Schedule
3.8.3(ii),  proper and timely application for a favorable  determination  letter
with respect to each such Employee Benefit Plan, as amended,  has been made with
the Internal  Revenue Service,  and no unfavorable  responses have been received
with respect to any such application from the Internal Revenue Service.

          3.8.4 To Seller's  knowledge,  except as set forth on Schedule  3.8.4,
with respect to each Employee Benefit Plan which is subject to Title I of ERISA,
the Company  and any ERISA  Affiliate  of the Company is in material  compliance
with the applicable reporting, disclosure or other requirements of ERISA and the
Internal Revenue Code, and to Seller's knowledge,  there has been no "prohibited
transaction"  as  described  in Section  4975 of the  Internal  Revenue  Code or
Section 406 of ERISA.

          3.8.5  To the  best of  Seller's  knowledge,  except  as set  forth on
Schedule 3.8.5,  neither the Company nor any ERISA Affiliate of the Company, nor
any of their respective directors, officers, employees or any other "fiduciary",
as such term is defined in Section 3(21) of ERISA, has any liability for failure
to comply with ERISA or the  Internal  Revenue Code for any action or failure to
act in connection with the  administration or investment of the Employee Benefit
Plans.

          3.8.6 With  respect  to the profit  sharing  plan  listed on  Schedule
3.8.1,  all applicable  contributions  for all periods ending with the Company's
1996 fiscal year have been made.  With respect to the  cafeteria  plan listed on
Schedule 3.8.1, the company has no contribution obligations.

          3.8.7   [Intentionally left blank]

          3.8.8  Neither  the  Company  nor any ERISA  Affiliate  of the Company
presently  maintains,  contributes to or has any liability (including current or
potential withdrawal liability) with respect to any "multiemployer plan" as such
term is defined in Section 3(37) of ERISA.

          3.8.9 Except as set forth on Schedule 3.8.9 attached hereto:

                (a) The  Company  is not a party  to any  employment  agreement,
whether  written  or oral,  or  agreement  with  change in  control  or  similar
provisions,  or collective bargaining agreement or contract with any labor union
relating to any employees or former employees of the Company;

                 (b)  Except as shown on the  Financial  Statements  or  Closing
Financial Statements or in any Schedules to this Agreement, the Company does not
have  outstanding  any loan or loans to any current or former  employees  of the
Company, nor has the Company guaranteed such loans;

                 (c) No  amount  currently  payable  to an  employee  or  former
employee  of  the  Company  will  be an  "excess  parachute  payment"  which  is
non-deductible under Section 280G of the Code.

          3.8.10 Neither the Company nor any ERISA  Affiliate of the Company has
terminated any employee  pension benefit plan subject to Title IV of ERISA,  and
no  proceeding  by the PBGC to  terminate  any  employee  pension  benefit  plan
pursuant to Title IV of ERISA has ever been instituted or(to Seller's knowledge)
threatened, no notice of any such termination has been received and no condition
exists which  presents a material  risk of  termination  of an Employee  Benefit
Plan.

         3.8.11 There is no pending or, to Seller's knowledge,  threatened legal
action,  proceeding or  investigation  against or involving any Employee Benefit
Plan maintained by the Company or any ERISA Affiliate of the Company (other than
routine claims for benefits) and, to the Seller's  knowledge,  there is no basis
for or fact  which  could  give rise to any such  legal  action,  proceeding  or
investigation.  Any bonding  required with respect to the Employee Benefit Plans
in accordance  with  applicable  provisions of ERISA has been obtained and is in
full force and effect.

          3.8.12 To  Seller's  knowledge,  there  has been no act or acts  which
would  result  in a  disallowance  of a  deduction  or the  imposition  of a tax
pursuant  to  Section  4980B.  or with  regard to plan  years  beginning  before
December 31 1988,  Section 162(i) of the Code as in effect  immediately prior to
the  enactment of the Technical  and  Miscellaneous  Revenue Act of 1988, or any
regulations  promulgated  thereunder.  whether final.  temporary or proposed. To
Seller's  knowledge,  no event has occurred with respect to which the Company or
any ERISA  Affiliate of the Company  could be liable for a tax imposed by any of
Sections  4972,  4976,  4977,  4979,  4980 or 4980B of the Code,  or for a civil
penalty under Section 502(c) of ERISA.

          3.8.13 With respect to each of the Employee Benefit Plans,  Seller and
the  Company  have  delivered  or will  deliver  within  30 days of  closing  to
Purchaser  true and complete  copies of: (i) the plan  documents,  including any
related trust agreements,  insurance contracts or other funding arrangements, or
a written summary of the terms and conditions of the plan if there is no written
plan  document;  (ii) the most  recent  IRS Form  5500;  (iii)  the most  recent
financial  statement,  if any; (iv) all correspondence with the Internal Revenue
Service,  the Department of Labor and the Pension Benefit  Guaranty  Corporation
with respect to the past three plan years other than IRS Form 5500 filings;  and
(v) the most recent summary plan description.

     3.9 No Material  Change.  There has been no material  adverse  change since
June 30, 1997 in the nature or  prospects of the Company and the Business or its
condition (financial or otherwise), or properties,  assets,  liabilities (actual
or contingent),  operations,  or the manner of conducting the Business,  or from
the  condition,  position  or  prospects  of the  Business  as set  forth in the
Financial Statements other than changes in the ordinary course of business which
in the  aggregate are not material and adverse.  Since June 30. 1997,  there has
been no event or condition of any character which, either individually or in the
aggregate,  might  reasonably be expected to affect in a material adverse manner
the business prospects, operations, properties, assets, liabilities, earnings or
financial condition of the Company, the Business or the Assets.

     3.10  Insurance.  The  Company  maintains  in effect.  and has at all times
maintained  in  effect,   product   liability   insurance.   motor  vehicle  and
comprehensive  general liability insurance and workers'  compensation  insurance
covering the Business and fire and extended  coverage  insurance with respect to
the  Current  Property  (as  defined in Section  3.13.1  below) and the  Assets.
Schedule  3.10  attached  hereto  is a  complete  list  of all of the  Company's
insurance policies (including the amount of coverage) in effect at present,  and
as to product liability and comprehensive general liability. in effect since the
incorporation of the Company.  All such insurance  policies are owned solely and
exclusively  by the  Company.  To the best of  Seller's  knowledge  no event has
occurred  that may  enable an  insurer  to  rescind,  revoke or cancel  any such
policies  or to seek any  additional  or  retroactive  premium,  charge,  fee or
penalty.

     3.11 Litigation.  Other than as set forth on Schedule 3.11 attached hereto,
there are no claims, counterclaims,  Suits. orders, proceedings,  actions, or to
Seller's knowledge investigations pending, or notice of which has been received,
or, to the knowledge of Seller,  threatened against the Company, the Assets, the
Stock or the Seller with respect to the Shares or the Business.  Neither  Seller
nor the Company nor any of its subsidiaries,  directors,  officers, employees or
agents is a plaintif or defendant in any litigation or proceeding arising out of
or related to the Business other than as set forth in Schedule 3.11

     3.12  Agreements.  Leases  and  Licenses.  Schedule  3.12  attached  hereto
accurately and completely sets forth all leases,  licenses,  contracts and other
material agreements to which the Company is a party or otherwise bound including
all amendments or  modifications  thereto  (collectively  the  "Contracts").  To
Seller's knowledge, each of the Contracts is valid, effective and enforceable in
accordance with its terms.  The Company is not in material  default under any of
the  Contracts  and, to the  knowledge  of Seller,  no other party to any of the
Contracts is in default thereunder. To Seller's knowledge, no event has occurred
which with the passage of time or the giving of notice or both would  constitute
a material default under any of the Contracts.  Other than the Contracts,  there
are no material  leases,  licenses,  contracts or  agreements  necessary  (i) to
operate the Business as it is operated as at the date hereof; or (ii) to utilize
the Assets and  contractual,  license and leasehold rights in the same manner as
the Company utilizes such assets and  contractual,  license and leasehold rights
as at the date hereof. No purchase commitment for materials, supplies, component
parts or other items of the  Inventory of the Business to which the Company is a
party is in excess of the ordinary,  normal,  usual and current  requirements of
the  Business.  The Company has not waived any  material  right under any of the
Contracts.  Neither  Seller  nor to the  Seller's  knowledge,  the  Company  has
received  notice  that any party to any of the  Contracts  intends  to cancel or
terminate  any  contract  or to exercise or not  exercise  any option  under any
Contract.

     3.13       Environmental and Health and Safety Matters

                  3.13.1 Set forth on Schedule 3.13.1 attached hereto is a true,
accurate  and  complete  list of all real  property  owned,  leased or operated,
currently or previously,  by the Company since its incorporation  with the dates
of ownership or operation set forth (the "Property").  Those locations currently
owned and  operated by the Company (the  "Current  Property")  are  specifically
noted on Schedule 3.13.1.

          3.13.2  Except  as  set  forth  in  Schedule  3.13.2  attached  hereto
including the two environmental  reports referred to therein, the Company in its
ownership  and  operation,  as the case may be, of the Property have been at all
times and are in material compliance with the Resource Conservation and Recovery
Act, the Comprehensive Environmental Response.  Compensation. and Liability Act,
the Superfund Amendments and Reauthorization Act. the Federal Water Control Act.
the Occupational  Safety and Health Act, and all other federal,  state and local
laws,  regulations and ordinances,  as amended,  relating to pollution,  safety,
health or protection of the environment.  including,  without limitation,  those
relating to containment.  emissions. discharges, releases or threatened releases
of  industrial,  toxic or  hazardous  substances,  materials  or wastes or other
pollutants,   contaminates,   petroleum  products,   asbestos,   polychlorinated
biphenyls ("PC Bs"). or chemicals  (collectively,  "Hazardous  Substances") into
the  environment  (including  without  limitation,  ambient air,  surface water,
ground water.  land surface or subsurface  strata) or otherwise  relating to the
manufacturing,  processing,  distribution,  use, treatment,  labeling,  storage,
disposal,  abatement,   transport  or  handling  of  Hazardous  Substances  (the
"Environmental Laws").

          3.13.3 Except as set forth in Schedule 3.13.2attached hereto including
the two environmental  reports referred to therein, the Company has obtained and
is in material  compliance  with all  permits,  licenses  and other  consents or
authorizations  which are required with respect to the operation of the Business
under the  Environmental  Laws,  including  without  limitation  those  that are
required to (a) operate or install any equipment or facilities and (b) generate,
manufacture,  formulate,  store, treat, handle,  transport,  discharge,  emit or
dispose of Hazardous Substances generated by the Business.

                  3.13.4 To the best of Seller's knowledge, there are or were no
polychiorinated biphenyls (PCBs),  Tetrachioroethylene  (PCE),  Trichlorethylene
(TCE), or friable and unencapsulated asbestos generated,  used, treated. stored,
maintained,  disposed  of; or  otherwise  located  on the  Property  during  the
Company's  ownership or  operation.  or on the Current  Property.  Except as set
forth in Schedule  3.13.2 of this  Agreement,  there are and were no underground
storage tanks whether or not excluded from regulation under  Environmental  Laws
used,  stored,  maintained.  located  on.  out of  service,  closed.  abandoned,
decommissioned  or  otherwise  related  to the  Property  during  the  Company's
ownership or  operation,  or the Current  Property.  The Company has removed and
properly  disposed  of  all  used  or  other  obsolete  materials  regulated  by
Environmental Laws, including Hazardous Substances and other wastes generated by
the Business or otherwise on the Current Property.

          3.13.5 While the Company has operated its business  from the Property,
there  has been no  "release"  as  defined  in 42  U.S.C.-  9601(22)  or, to the
knowledge of Seller,  threat of a "release" of any Hazardous Substance on, from,
over or under any of the Property.

          3.13.6  Neither  Seller nor to Seller's  knowledge  the  Company  have
received  notice that any of them have any potential  liability  with respect to
the  contamination,  investigation,  or cleanup  of any site at which  Hazardous
Substances  have been or have alleged to have been generated,  treated,  stored,
released. discharged,  emitted, transported over or disposed of; and to Seller's
knowledge   there  are  no  past  or  present  events,   facts,   conditions  or
circumstances  which may interfere with or prevent compliance by the Business in
accordance with the  Environmental  Laws, or with any order,  decree,  judgment,
injunction,   notice  or  demand  issued,   entered,   promulgated  or  approved
thereunder,  or which may give rise to any common law or other legal  liability,
including, without limitation, liability under any of the Environmental Laws, or
otherwise  form the  basis  of any  claim,  action,  demand,  suit,  proceeding,
hearing, notice of violation, study or investigation, based on or related to the
manufacture process, distribution,  use, treatment, storage, disposal, transport
or handling, or the emission,  discharge, release or threatened release into the
environment of any Hazardous  Substances by the Company or a  predecessor,  as a
result of any act or omission of the Company or a predecessor.

          3.13.7 Schedule 3.13.7 contains a true,  correct and complete  listing
of all Hazardous  Substances  used by the business of the Company in the conduct
of its  operations  since July 30,  1992,  and the Company has  available at its
place of Business a list of the methods used by the Company (including,  but not
limited  to, a list of past and  present  disposal  or  recycling  sites,  waste
haulers,  and  manifest  numbers  and  copies  of  manifests  used to  transport
Hazardous  Substances)  since July 30,  1992 to dispose of or recycle  Hazardous
Substances generated by the Company's operations.

                  3.13.8 To the best of Seller's knowledge, all of the Company's
disposal,   transportation   and  recycling   practices  relating  to  Hazardous
Substances   have  been   accomplished   in  accordance   with  all   applicable
Environmental Laws.

     3.14  Intellectual  Property.  Schedule 3.14 lists all registered  patents,
pending  applications  for patents,  trademarks,  service marks,  tradenames and
copyrights  that are owned by the Company and/or which are used in the Business.
The patents,  trademarks,  servicemarks,  tradenames,  copyrights,  processes of
every kind and description,  designs,  know- how, formulae,  shop rights,  trade
secrets,  and similar properties,  as well as the registrations and applications
therefor, and the renewals thereof; (th "Intellectual  Property"),  are owned or
lawfully used by the Company. None of the Intellectual Property has been held or
stipulated to be invalid in any litigation or proceeding. Except as set forth in
Schedule 3.14, the validity of the Intellectual  Property,  and of the Company's
rights to the Intellectual  Property,  has not been questioned in any litigation
or proceeding  currently pending or which, to the knowledge of Seller,  has been
threatened,  and to Seller's knowledge there exists no basis for a claim against
the Company for infringement of any third party's intellectual  property rights.
Neither  Seller nor the Company has  received  any notice to the effect that any
product it makes or sells,  or the  distribution  or use by it of any process or
product, or any services it performs in the course of the Business, may infringe
any patent, trademark, service mark, tradename, copyright, trade secret, knowhow
or similar legally  protectable  right of another.  To Seller's  knowledge,  all
patentable  inventions  utilized or first reduced to practice in connection with
the Business or pursuant to or in connection  with the  employment or engagement
by the Company of individuals  are the property of the Company.  The Company has
not entered into and is not a party to any development,  work for hire,  license
or other  agreement  pursuant  to which the  Company  has  secured  the right or
obligation  to use,  or  granted  others  the right or  obligation  to use,  any
patents,  trademarks,  servicemarks,  tradenames.  copyrights,  trade secrets or
knowhow (except as set forth in Schedule 3.14 attached hereto).

     3.15 Related Party Transactions.  None of Seller or any officer or director
of the Company or any affiliate  thereof has.  directly or  indirectly.  entered
into any transaction  with the Company,  except for any  arrangements  which are
specifically disclosed in the Financial Statements. For purposes of this Section
3.15 only,  the term  "affiliate"  of the  Company  shall mean and  include  any
officer or director or  shareholder  of the Company or any person related to any
officer,  director or shareholder of the Company by blood or by marriage, or any
corporation,  partnership,  proprietorship,  trust or other entity in which such
officer or director or  shareholder  of the Company (or any spouse.  ancestor or
descendant  of the same) has more than a five percent  (5%) legal or  beneficial
interest, or any corporation, partnership, proprietorship, trust or other entity
which controls, is controlled by, or is under common control with, the Company.

    3.16 [Intentionally Left Blank.]

     3.17 Taxes.  As to any Taxes (as defined in Section 12.1 below)  imposed by
the  Federal  government,   or  any  state  government  or  any  subdivision  or
municipality  thereof,  or the  government  of any other  country  or  political
subdivision  thereof,  including,  without  limitation,  (i) taxes imposed on or
measured by income,  (ii) taxes based on employment  (including amounts withheld
from employees'  compensation),  and (iii) any property,  franchise, or sales or
use tax,  which,  in each case,  relates to or coul cause a lien or  encumbrance
upon any of the Assets,  the Stock or the  Business,  except with respect to the
State of California  and to Seller's  knowledge the Company,  and as applicable,
Seller,  have  timely,  properly and  lawfully  filed all returns and  elections
necessary to be filed and has paid in full the applicable  taxes  (including any
penalties.  assessments and  deficiencies in respect of such taxes) due as shown
on such  returns;  and except  with  respect to the State of  California  and to
Seller's  knowledge,  no claims for any unpaid taxes,  interest or penalties are
being  asserted  by any  governmental  authority,  for any  period,  against the
Company, the Stock or any Assets of the Company. The Company has not paid and to
Seller's knowledge is not required to pay any income,  excise or franchise taxes
to any state or states other than Connecticut.  The Company,  and as applicable,
Seller has timely  filed and paid all taxes shown on any  returns and  estimated
taxes due on or prior to August 31, 1997,  if any, and has made  accruals on the
Financial  Statements  or Closing  Financial  Statements  for all taxes due with
respect to the period  ended at the Closing  Date.  The  Company  has  furnished
Purchaser with true and complete copies of each of the Federal, state, local and
foreign income and excise tax returns,  sales and use, payroll and franchise tax
returns,  and any amendments  thereto, of the Company, as they relate to taxable
periods since December 31, 1994. And to Seller's knowledge, the Company has made
available to Purchaser all material reports of and written  communications  from
Internal  Revenue  Service agents and the  corresponding  agents of other state,
local and foreign governmental  agencies who have examined or intend to audit or
examine the books and records of the Company at any time including and since the
commencement  of the  last  IRS  audit.  To  Seller's  knowledge,  no  audit  or
examination of the Company or the Stock by any taxing authority or agency is now
pending or currently in progress,  nor has the Company  received from any taxing
authority  or agency any  notice of such an audit or  examination.  Except  with
respect to the State of California  and to Seller's  knowledge,  the Company has
paid all  deficiencies  and  altered all  practices  proposed as a result of the
audits and examinations.  No waiver of any statute of limitations has been given
and is in effect in respect to the  assessment of any Taxes against the Company.
There  are no  outstanding  agreements  (except  with  respect  t the  State  of
California) or waivers  extending the statutory period of limitation  applicable
to any return of the Company for any period with  respect to any tax.  There are
no tax sharing  agreements or  arrangements  to which the Company is now or ever
has been a party. There are no deferred taxes payable by the Company whether set
forth  on  the  Financial  Statements,   the  Closing  Financial  Statements  or
otherwise.  Seller is not a  "foreign  person"  within  the  meaning  of Section
1445(b)(2) of the Internal Revenue Code.

     3.18 Accounts Payable.  The accounts payable of the Company as set forth in
the Financial Statements represent bona fide claims which creditors have against
the Company for sales or  services  furnished  to the Company are not subject to
counterclaims,  setoffs or  deductions  by the  Company,  and are not subject to
additional  requirements of performance due to the Company.  All of the accounts
payable have been created pursuant to receipt of goods or services conforming to
the terms of purchase orders executed in favor of unrelated third parties in the
ordinary course of business of the Company.

     3.19  Absence  of  Undisclosed  Liabilities.  Except  as  specifically  and
explicitly reserved against in the Financial  Statements,  the Closing Financial
Statements and the Schedules to this Agreement the Company is not subject to any
material  liability  or  financial  obligation  (known  or  unknown,  direct  or
indirect.  absolute,  contingent,  accrued  or  otherwise)  which  are  required
pursuant  to GAAP to be  disclosed  on such  Financial  Statements,  or  Closing
Financial Statements other than liabilities or financial  obligations arising in
the ordinary course of business. Seller knows of no facts or circumstances which
might  reasonably  serve as the basis for any material  liabilities or financial
obligations  with  respect to the Company or the Stock  which are not  disclosed
pursuant to this Agreement.

     3.20 Customer and Supplier Relationships:  Warranty Claims. The Company has
not received any notice that any customer or supplier of the Company  intends to
discontinue  or  materially  alter the  prices  or terms  of.  or  substantially
diminish, its relationship with the Company. Other than as set forth on Schedule
3.20, since November 1, 1996,  there are no outstanding  warranty claims against
the Company by any of its  customers  or sales  representatives  with respect to
products sold or services rendered by the Company.

     3.21  Accounts  Receivable  and  Notes  Receivable.  Except as set forth in
Schedule 3.21 attached hereto.  the accounts  receivable and notes receivable of
the Company as set forth in the Financial Statements. represent bona fide claims
which the  Company has against  unrelated  debtors for sales,  services or funds
advanced  by the  Company  arising on or before the  Closing  Date,  to Seller's
knowledge  are not subject to  counterclaims,  setoffs or deductions of any kind
other than trade  discounts,  and are not subject to additional  requirements of
performance by the Company. The aggregate amount of customer advance payments or
deposits  (i.e.,  payments  in excess  of actual  work  performed  or  materials
supplied as of the date of such payment)  received by the Company at or prior to
December 31, 1996 with respect to such  accounts are set forth in the  Financial
Statements. Such receivables have been recorded in accordance with the Company's
historical  revenue  recognition  policy and have been collected or to Seller<0-
28>s knowledge are  collectable in accordance  with their terms at the full face
amount.

     3.22 Notes.  Loans.  Bonds.  Guarantees.  There are no notes, loans, bonds,
guarantees,  sureties,  letters of credit,  indebtedness or other similar credit
agreements  or debt  obligations  of the Company  that exist with respect to the
Business or any of the  Assets.  The Company is not in default on the payment of
any principal or interest on any  indebtedness  for borrowed  money,  nor is the
Company otherwise, to its knowledge, in default under any indemnity, fidelity or
contract bond or letter of credit,  note, guarantee or other credit agreement or
debt obligation or instrument.

     3.23 Charter  Documents.  The Company has  delivered  or made  available to
Purchaser the originals or certified  copies of its Articles or  Certificate  of
Incorporation  and  By-laws,  each as amended to date,  as well as copies of its
minute books covering the period from the date of the Company's incorporation to
the date of this Agreement.  Such Articles or Certificate of  Incorporation  and
Bylaws are  complete,  correct  and  current.  The minute  books of the  Company
contain  a  complete,  correct  and  current  record of all  meetings  and other
corporate  actions of the  stockholders  and Board of  Directors  of the Company
since the incorporation of the Company.

     3.24      Subsidiaries. There are no subsidiaries of the Company.

     3.25  Inventories.  Any and all inventories of the Company reflected in the
Financial Statements and Closing Financial Statements, plus any replacements for
such items  acquired  on or before the Balance  Sheet  Date,  and minus any such
items sold or leased by the  Company in the  ordinary  course of  business on or
before  the  Balance  Sheet  Date  (the  "Inventory"),  are  properly  valued in
accordance with this paragraph. The Inventory shall be valued as follows: In the
case of raw  material  and  purchased  components  - the lower of cost or market
value on an item by item FIFO basis. In the case of work-in-process machines and
finished  goods  machines:  finished  goods  machines  at a cost of  goods  sold
percentage for each  particular  model of product as agreed by the Parties based
upon the Company's actual historical margins; and work-in-process  machines at a
cost of goods sold percentage for each particular item of inventory as agreed by
the Parties based upon the Company's actual historical margins multiplied by the
percentage of completion of each  particular  item of Inventory as agreed by the
Parties during the physical count.  For the cost of goods sold  percentage,  the
Parties   agree  that   forty-five   (45%)  percent  of  net  selling  price  is
representative  of the broad product  line.  Variations in product mix depending
what  work-in-process  machines and finished  goods machines are on the floor at
the  time of the  physical  count  may  require  individual  adjustments  by the
Parties.  In such an event,  the Parties agree t look to the costed price sheets
maintained  by  the  Company.  In  the  case  of  work-in-process  machined  and
fabricated  parts:  material  value at the lower of cost or market value and the
labor/burden value at the rate of $25.70 per direct labor hour, such labor hours
per piece to be estimated by the Company and reviewed by  Purchaser.  Except for
obsolete and slow-moving items of Inventory which have been fully written off in
the Financial  Statements and Closing Financial  Statements and except for items
sold in the ordinary course of business, the Inventory consisted of and will, at
the Balance  Sheet Date,  consist of items of a quality and  quantity  currently
usable and  saleable in the  ordinary  course of business  without  mark-down or
discount except for demonstration  machines,  in the hands of the Company or its
sales  representatives.  With respect to Inventory in the hands of suppliers for
which the Company is  committed  as of the date of this  Agreement  or as of the
Balance Sheet Date,  such Inventory is described i Schedule 3.25 attached hereto
and is  reasonably  expected to be usable in the ordinary  course of business as
the Business is presently being  conducted.  All items included in the Inventory
are the property of the Company.  No items in the Inventory have been pledged as
collateral or are held by the Company on consignment  from others.  The items of
Inventory  are free of defects  and, to the extent that they consist of finished
or work-in-process  goods, also comply with the specifications  submitted by the
intended purchasers, if any, thereof pursuant to valid purchase orders.

     3.26  Machinery  and  Equipment.  Schedule  3.26 sets forth all  machinery,
patterns, tools, dies, jigs, fixtures, vehicles, trucks, furniture and equipment
used to conduct the Business (the  "Equipment"),  and the Company's software and
computer programs used in the conduct of the Business, including any software or
computer programs not wholly-owned by the Company ("Third Party Software").  The
engineering  drawings,  specifications and manufacturing data possessed or owned
by the  Company  are all of suc items  that are  necessary  to  manufacture  the
products presently being manufactured by the Company and to provide the services
rendered by the Company in connection with the Business.

     3.27       [Intentionally left blank]

     3.28  No  Material  Misrepresentations  or  Nondisclosures.   Neither  this
Agreement  nor any  Exhibit  or  Schedule  attached  hereto  contain  any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained herein or therein not misleading.

     3.29 "S"  Corporation  Status.  Since July 22,  1987,  the Company has been
qualified  as an "S"  corporation  within the meaning of Section 1361 (a)( 1) of
the Internal  Revenue Code (and under any  comparable  state law) and will be so
qualified until the Closing of the Transactions unless otherwise required by IRS
or comparable state law regulations.

                                                   ARTICLE IV h
                                   REPRESENTATIONS AND WARRANTIES OF PURCHASER h

     All  representations  and  warranties  contained  herein shall  survive the
Closing  until such  time(s) as stated in Article XVI, and none shall merge into
any Closing documents. Purchaser represents and warrants the following as of the
date of this Agreement and of the Closing Date:

     4.1  Corporate  Standing.  Purchaser is a  corporation  organized,  validly
existing,  and in good  standing  under  the  laws  of the  State  of  Delaware.
Purchaser has full  corporate  power and authority to own, lease and operate its
properties and businesses,  and is in good standing and is qualified to transact
business  as a foreign  corporation  in all  states  in which the  nature of its
business or the properties owned by it require it to be qualified.

     4.2 Authority and Non-Contravention. Purchaser has the full corporate power
and authority to enter into, execute, deliver and perform this Agreement and all
Exhibits to which it is a party. The execution, delivery and performance of this
Agreement  and  such  Exhibits,   and  the   consummation  of  all  transactions
contemplated  herein and therein,  have been duly  authorized  by all  necessary
corporate action of Purchaser.  This Agreement and such Exhibits,  when executed
and delivered by Purchaser, shall be valid and binding obligations of Purchaser,
enforceable against it in accordance with the terms hereof and thereof;  subject
to  bankruptcy,  insolvency  and other  similar  laws  affecting  the  rights of
creditors  generally  and except  that the  remedies  of  specific  performance,
injunction and other forms of mandatory  equitable  relief may not be available.
Except for  approvals of  governmental  authorities,  neither the  execution and
delivery of this  Agreement nor the  execution and delivery of the  certificates
and  document  set  forth  as  Exhibits  hereto  nor  the  consummation  of  the
transactions  contemplated  hereby or thereby will (i) conflict  with or violate
any  provision of the Articles or  Certificate  of  Incorporation  or By-laws of
Purchaser,  (ii) conflict with or violate any law, rule, regulation,  ordinance,
order, writ, injunction, judgment or decree applicable to Purchaser, or by which
any of  Purchaser's  assets are bound or  affected,  or (iii)  conflict  with or
result in any breach of or  constitute  a default (or an event which with notice
or lapse of time or both would  become a default)  under,  or give to others any
rights of termination or cancellation of; or accelerate the performance required
by or maturity  of; or result in the creation of any  security  interest,  lien,
charge or encumbrance on any of Purchaser's assets pursuant to any of the terms,
conditions  or  provisions  of; any note,  bond,  mortgage,  indenture,  permit,
license,  franchise, lease, contract, or other instrument or obligation to which
Purchaser  is a party or by  which  any of its  assets  are  bound or  affected.
Purchaser  is not  required to submit any notice,  declaration,  report or other
filing  or  registration  with  any  governmental  or  regulatory  authority  or
instrumentality  and no approvals or non-objections  are required to be obtained
or made by Purchaser in connection  with the execution,  delivery or performance
by  Purchaser  of this  Agreement  or the  Exhibits or the  consummation  of the
transactions contemplated hereby or thereby.

     4.3  Investment  Intent.  Purchaser  is  acquiring  the  Shares for its own
account  for the  purpose  of  investment  and not with a view to or for sale in
connection with any distribution thereof.

     4.4  Financing.  As of the  Closing,  Purchaser  will  have  the  financial
capacity to perform its obligations under this Agreement.  In addition, upon the
delivery of the Estimated  Financial  Statements,  Purchaser will provide to the
Company as of the Balance  Sheet Date  sufficient  cash to enable the Company to
distribute to Seller a cash bonus equal to the sum of (i) the Company's retained
earnings on its Financial Statements as of December 31, 1996, (ii) the Company's
1997 earned  income  throug the Balance Sheet Date as set forth on the Estimated
Financial  Statements,  and (iii) $1,000.00  (collectively,  the "Profits of the
Company").

                                                    ARTICLE V h
                                               COVENANTS OF SELLER h

     Between the date of this Agreement and the Closing Date,  Seller shall, and
shall cause the Company to:

     5.1  Management  of the Company.  Operate the Business in a prudent  manner
consistent with past practices,  and in the usual and ordinary  course,  and use
its best  efforts to preserve  the goodwill of  suppliers,  distributors,  sales
representatives,  customers,  creditors and others having business relationships
with the Company,  and shall safeguard and preserve the  confidentiality  of all
books,  records and  information  relating  to the  Company in a prudent  manner
consistent with past practices.

     5.2 Accounting Practices.  Refrain from making any change in the accounting
practices or procedures  governing the Company and its financial  statements and
reporting.

     5.3 Stock  Restrictions.  Refrain from delivering,  pledging,  encumbering,
selling, or otherwise  disposing of any of the Shares, or issuing,  redeeming or
repurchasing any shares of the Stock, or granting,  issuing, selling, purchasing
or disposing of any option, warrant or right to acquire any shares of the Stock,
or making,  paying,  or  issuing,  granting  or  entering  into any  agreements,
arrangements,    warrants,   calls,   options,   convertible   rights,   splits,
combinations,  reclassifications  or other  rights  (vested  or  contingent)  in
respect of or to acquire any of the Stock.  The Company may distribute to Seller
prior to the Balance Sheet Date up to one hundred percent (100%) of the earnings
of the Company that are taxable to Seller on account of the Company's  status as
a Subchapter "S" corporation  through the Balance Sheet Date and consistent with
the Financial Statements and Closing Financial Statements, but in no event shall
such  distribution  cause the net worth of the  Company to be less than Zero and
00/100 Dollars ($0.00) calculated under generally accepted accounting principles
consistently applied.

     5.4 Reorganization. Refrain from acquiring or agreeing to acquire by merger
or  consolidation,  purchase of capital stock or assets, or by any other manner,
any business,  corporation,  partnership  or other  business  unit,  division or
organization.

     5.5  Maintaining  Assets.  Except as  approved  in  advance  by  Purchaser,
maintain the fixed Assets in good  condition,  repair and working order,  normal
wear and tear  excepted;  and refrain from (a) making or  permitting  any sales,
transfers  or  dispositions  of any of the Assets  (other than  Inventory in the
ordinary  course  of  business);  (b)  entering  into any  contracts  (including
employment  agreements),  leases,  or  commitments  (including  the  purchase of
capital  assets),  or any amendments or  modifications  to contracts,  leases or
commitments  existing at the date of this  Agreement,  involving the Business or
the Assets, other than those in the ordinary course of business,  and other than
those that can be terminated without  obligation or penalty at the Closing;  (c)
taking or permitting  any action or entering into or permitting  any contract or
agreement prohibited by Section 3.9 of this Agreement;  and (d) compromising any
claim of the Business other than in the ordinary course of business.

         5.6  Encumbrance  of  Assets.  Refrain  from  mortgaging,  pledging  or
subjecting to any mortgage, pledge, lien, charge or other encumbrance any of the
Assets other than in the ordinary course.

     5.7  Compensation.  Except  for  such  distributions  to  Seller  that  are
authorized  hereunder,  refrain  from making or  permitting  any increase in the
compensation  or benefits  payable or to become payable to any of the directors,
officers, employees or agents of the Company, or making any new bonus payment or
arrangement  or  benefit  to or with  any of  them,  or  hiring  any  additional
employees other than in the ordinary course of business.

     5.8.Insurance.  Have in effect and maintain at all times all insurance now
in force relating to the Company, the Business and the Assets.

     5.9  Preserve  Organization.  Use its best efforts to preserve the business
organization  of the Company  intact,  and to keep available the services of the
present officers and employees of the Company.

     5.10  Access  to  the  Records  of  the  Company.   Allow  Purchaser,   its
representatives, attorneys and accountants to continue to have reasonable access
to the  records  and files,  audits,  facilities  and  employees  of the Company
relating to the Company, the Business and the Assets, as well as all information
relating to taxes, commitments, contracts, titles and financial condition of; or
otherwise   pertaining  to,  the  Company.  The  Company  agrees  to  cause  its
accountants  and  attorneys to cooperate  with  Purchaser  and its attorneys and
accountants in making available all financial information concerning the Company
as is requested,  and Purchaser and its attorneys and accountants shall have the
right to examine all working papers pertaining to the financial condition of the
Company relating to the Company, the Business and the Assets, provided that such
examinations shall be designed to cause minimal  disruption to the Company,  the
Business and work force,  and in any event,  shall be undertaken with reasonable
prior notice and during normal business hours of the Company.

     5.11  Consents and  Approvals.  Use its best efforts to file and obtain all
government  authorizations  and  approvals  and permits  necessary to enable the
consummation  of  the  Transactions   without  causing  the  discontinuation  or
termination  of any permits  maintained by the Company.  Use its best efforts to
obtain all necessary approvals and consents of third parties to the Contracts to
the consummation of the Transactions.

     5.12 Fulfill Closing Conditions.  Use its best efforts to take, or to cause
to be taken, all action reasonably necessary or appropriate to cause each of the
conditions set forth in Articles VII and VIII to be fulfilled on or prior to the
Closing Date.

     5.13 Taxes.  File and pay when due all  Federal,  state,  local and foreign
income,  franchise  and other taxes of the  Company,  including  any taxes on or
arising out of the Transactions.  Refrain from taking any action to terminate or
revoke its Subchapter "S" corporation election before the Closing Date.

     5.14 Financial Reports.  Provide Purchaser with (i) copies of any financial
reports and  statements  prepared by the Company in the  ordinary  course of its
business,  to be provided promptly after they become available;  (ii) cumulative
and monthly management reports of the Business (including statements of revenues
and  expenses),  to be provided  within 30 days following the end of each month;
and  (iii)  written  notice  immediately  upon  any  significant  change  in the
Business's  prospects,  deviations from the ordinary course of business,  or any
other event that  represents a material  adverse  change in the prospects of the
Business, or the financial position or operations of the Company.

     5.15 Articles or Certificate  of  Incorporation  and By-Laws.  Refrain from
amending the Articles or Certificate of  Incorporation or By-Laws of the Company
except as may be required to effect the terms and conditions of this Agreement.

     5.16 Damage or Destruction of Assets.  Notify Purchaser  immediately in the
event of any damage to or destruction of any material Assets.

     5.17 No  Shop.  Refrain,  and  cause  the  Company's  officers,  directors,
employees,  agents and Affiliates to refrain,  from  initiating or entering into
any negotiations or soliciting or discussing or encouraging (including by way of
furnishing  non-public  information)  any offer or proposal  regarding the sale,
direct or indirect,  of any of the Shares; the sale, direct or indirect,  of any
of the Assets (other than  Inventory in the ordinary  course of  business);  the
issuance  of any of the Stock or any  options,  warrants,  or rights to  acquire
capital  stock  of  the  Company;  or  any  merger,   consolidation  or  similar
transaction  involving  the Stock or the Shares or any of the  Assets;  with any
party other than  Purchaser or an Affiliate of Purchaser.  Seller shall promptly
notify  Purchaser of any such proposal or offer,  or any inquiry or contact with
any person with respect thereto, and the terms thereof.

     5.18   Confidentiality.   Continue,   and  cause  the  Company's  officers,
directors,  employees,  agents and Affiliates to continue, to observe,  perform,
and comply with those certain terms of  confidentiality  set forth in the Letter
of Intent dated  September  22, 1997,  executed on  September  26, 1997,  by the
Company.

5.19 Plans.  Refrain  from  modifying,  canceling or  establishing  any Employee
Benefit Plan.

                                                    ARTICLE VI
                                              COVENANTS OF PURCHASER

     Between the date of this Agreement and the Closing Date, Purchaser shall:

     6.1 Fulfill Closing  Conditions.  Use its best efforts to take, or cause to
be taken,  all action  reasonably  necessary or appropriate to cause each of the
conditions set forth in Articles VII and VIII to be fulfilled on or prior to the
Closing Date.

     6.2  Consents  and  Approvals.  Use its best  efforts  to file  and  obtain
approval of all necessary  documentation,  and to obtain all necessary approvals
of third parties and of appropriate  governmental regulatory  authorities,  with
respect to the Transactions.

     6.3 Confidentiality.  Continue, and cause Purchaser's officers,  directors,
employees,  agents and Affiliates to continue,  to observe,  perform, and comply
with those  certain terms of  confidentiality  set forth in the Letter of Intent
dated September 22, 1997.

                                                    ARTICLE VII
                                   CONDITIONS PRECEDENT TO CLOSING BY PURCHASER

     Purchaser  shall not be required  to proceed on the  Closing  Date with the
Transactions  contemplated  by this  Agreement  unless the following  conditions
precedent shall have been fulfilled and satisfied,  or shall have been waived in
writing by Purchaser:

     7.1  Representations  and  Warranties.  Each  of  the  representations  and
warranties of Seller  contained  herein shall be true and correct as of the date
of this Agreement,  and shall also be true and correct as of the Closing Date as
if then originally made.

     7.2  Covenants.  Seller  shall  have  complied  with each of the  covenants
required of him on or prior to Closing.

     7.3  Seller's and  Officers'  Certificate.  Seller shall have  delivered to
Purchaser a certificate of Seller,  and a certificate of the President and Chief
Financial Officer of the Company, dated the Closing Date, certifying to the best
of the  knowledge  and belief of such  persons and in such  detail as  Purchaser
reasonably  requests to the accuracy of Seller's  representations and warranties
contained  herein,  and  to  the  fulfillment  of  Seller's  covenants  and  the
conditions  precedent to Purchaser's  obligations to consummate the Transactions
contemplated by this Agreement ("Seller and Company Certificate").

     7.4 Good  Standing.  Seller shall have delivered to Purchaser a certificate
of good standing for the Company from the State of Connecticut.

     7.5 Legal  Opinion.  Seller  shall  have  delivered  to  Purchaser  a legal
opinion,  in substantially the form attached hereto as Exhibit 7.5, from counsel
to Seller ("Seller's Opinion").

     7.6 Governmental  Approvals.  Seller, the Company and/or Purchaser,  as the
case may be,  shall have  received all  governmental  and  regulatory  consents,
non-objections   or  permits  from  all  Federal,   state,   local  and  foreign
governmental authorities necessary to permit Seller,  Purchaser, and the Company
to  consummate  the  Transactions,  and to enable the  Company  to  conduct  the
Business  after  the  Closing  Date  in all  material  respects  as the  Company
conducted such Business on the date of this Agreement.

     7.7  Material  Adverse  Change.  There shall have been no material  adverse
change (or changes which in the aggregate are materially adverse) since the date
hereof in the financial  condition,  results of  operations,  Assets,  Business,
prospects or products and services provided by the Company, whether by reason of
change in government regulation or action or otherwise.

     7.8  Bankruptcy.  Neither the Company nor Seller  shall be the subject of a
petition  for  bankruptcy,  reorganization  or  liquidation  under  the  Federal
bankruptcy  laws,  or under  state or  foreign  insolvency  laws,  nor  shall an
assignment for the benefit of creditors or any similar protective  proceeding or
act or event of bankruptcy have occurred.

     7.9 Due Conveyance:  Consents. The Shares, at Closing, will be conveyed and
assigned to Purchaser  free and clear of all liens,  charges,  encumbrances  and
third party  adverse  claims,  and all  necessary  consents of other  parties to
transfer  of the Shares and the  Contracts,  shall  have been  obtained  without
burdensome limitations or conditions.

     7.10 Lawsuits.  No action, suit or proceeding shall have been instituted or
threatened  before a court,  arbitration panel or governmental body with respect
to the Transactions,  and no regulatory  enforcement proceeding shall be pending
before any governmental agency or body with respect to the Transactions.

     7.11 Environmental  Audit. The parties  acknowledge hereby that a phase one
environmental  audit has been  performed of the Current  Property the results of
which have been received by Purchaser.

     7.12 Debt.  Except as contemplated by this Agreement,  at the Balance Sheet
Date the Company shall have no debt, other than trade accounts, employee and tax
accruals incurred in the ordinary course of business.

     7.13   Resignations.   All  the  current   directors,   officers  and  plan
administrators  of the Company shall have resigned in writing effective upon the
Closing.

     7.14  Non-Fulfillment  Date. In the event that one or more of the foregoing
conditions  in this Article VII is not  fulfilled as of November 21, 1997,  (the
"Non-Fulfillment  Date"),  Purchaser  may,  upon notice to the Company and on or
prior to the Closing  Date,  elect either (i) to waive the condition and proceed
to Closing;  or (ii) not to  consummate  the  Transactions  and  terminate  this
Agreement  without any further  liability  on the part of either of the Parties,
except that the foregoing shall not relieve either of the Parties from liability
for damages actually incurred as a result of any breach of this Agreement.

     7.15 Employment  Agreement.  Seller and the Company shall have executed and
delivered effective upon the Closing Date, an employment  agreement on terms and
conditions  acceptable  to Purchaser  substantially  in the form of Exhibit 7.15
attached hereto (the "Employment Agreement").

     7.16  Consulting  Agreement.  Seller and Purchaser  shall have executed and
delivered a  consulting  agreement  on terms and  conditions  acceptable  to the
Parties  substantially  in  the  form  of  Exhibit  7.16  attached  hereto  (the
"Consulting Agreement").

     7.17 Lease.  Seller and the Company  shall have  executed  and  delivered a
lease of the Current Property on terms and conditions  acceptable to the Parties
substantially in the form of Exhibit 7.17 attached hereto (the "Lease").

     7.18 Sales Representative  Agreement.  The Company and Stamp One shall have
executed and delivered a Sales Representative Agreement on terms satisfactory to
Purchaser.

     7.19  Estimated  Financial  Statements.  Seller  shall  have  delivered  to
Purchaser the  Estimated  Financial  Statements  in accordance  with Section 2.4
hereof.

                                                   ARTICLE VIII
                                   CONDITIONS PRECEDENT TO CLOSING BY THE SELLER

     Seller  shall not be  required  to  proceed  on the  Closing  Date with the
Transactions  contemplated  by this  Agreement  unless the following  conditions
precedent shall have been fulfilled and satisfied,  or shall have been waived in
writing by Seller:

     8.1  Representations  and  Warranties.  Each  of  the  representations  and
warranties  of  Purchaser  contained  herein shall be true and correct as of the
date of this  Agreement  and shall be true and correct as of the Closing Date as
if then originally made.

     8.2  Covenants.  Purchaser  shall have  complied with each of the covenants
required of it on or prior to Closing.

     8.3  Officers  Certificate.  Purchaser  shall  have  delivered  to Seller a
certificate  of its President  and Chief  Financial  Officer,  dated the Closing
Date, certifying to the best of the knowledge and belief of such officers and in
such  detail  as Seller  reasonably  requests  to the  accuracy  of  Purchaser's
representations  and  warranties  contained  here in, and to the  fulfillment of
Purchaser's  covenants and the conditions  precedent to Seller's  obligations to
consummate  the  Transactions   contemplated  by  this  Agreement  ("Purchaser's
Certificate').

     8.4 Good Standing.  Purchaser  shall have delivered to Seller a certificate
of its good standing from the State of Delaware.

     8.5  Legal Opinion. Purchaser shall have delivered to Seller a legal
opinion, in substantially the form attached hereto as Exhibit 8.5, from counsel
to Purchaser. ("Purchaser's Opinion").

     8.6 Governmental  Approvals.  Seller,  Purchaser and/or the Company, as the
case may be, shall have received the any necessary  governmental  and regulatory
consents,   non-objections  or  permits  necessary  to  permit  the  Parties  to
consummate the Transactions.

     8.7 Bankruptcy.  Neither Purchaser nor its parent shall be the subject of a
petition for reorganization or liquidation under the Federal bankruptcy laws, or
tinder  state  insolvency  laws,  nor shall an  assignment  for the  benefit  of
creditors or any similar  protect i'.~  proceeding or act or event of bankruptcy
have occurred.

     8.8 Lawsuits.  No action,  suit or proceeding shall have been instituted or
threatened  before a court.  arbitration panel or governmental body with respect
to the Transactions,  and no regulatory  enforcement proceeding shall be pending
before any governmental agency or body with respect to the Transactions.

     8.9 Corporate  Authorizations.  There shall have been obtained, by means in
conformity  with all  applicable  provisions  of Delaware  law,  the approval of
Purchaser's Board of Directors to the Transactions.

     8.10  Non-Fulfillment  Date. In the event that one or more of the foregoing
conditions in this Article VIII is not fulfilled as of the Non-Fulfillment Date,
Seller may, upon notice to Purchaser and on or prior to the Closing Date,  elect
either  (i) to waive  the  condition  and  proceed  to  Closing;  or (ii) not to
consummate the  Transactions  and terminate  this Agreement  without any further
liability on the part of either of the Parties,  except that the foregoing shall
not relieve either of the Parties from liability for damages  actually  incurred
as a result of any breach of this Agreement.

          8.11  Environmental  Report.  Seller shall have received a copy of the
Purchaser's environmental report conducted by Purchaser prior to the Closing.

          8.12 Employment Agreement.  Seller and the Company shall have executed
and delivered effective upon the Closing Date, the Employment Agreement on terms
and conditions acceptable to Seller.

          8.13  Consulting  Agreement.  Seller  and  the  Purchaser  shall  have
executed  and  delivered   effective  upon  the  Closing  Date,  the  Consulting
Agreement.

          8.14 Lease.  Seller and the Company  shall have executed and delivered
effective upon the Closing Date, the Lease.

          8.15 Guaranty of the Employment  Agreement,  and the Lease by Formtek,
Inc.  Seller shall have received from Formtek,  Inc. a guaranty of the Company's
obligations  under the  Employment  Agreement  in the form that is  included  on
Exhibit 7.15,  and of the Lease,  the guaranty of the Lease to be in the form of
Exhibit 8.15 attached hereto.


                                                    ARTICLE IX
                                                      CLOSING

     The actual consummation of the Transactions  contemplated by this Agreement
(the  'tClosing")  shall take place on November 3, 1997 at 9 a.m. at the offices
of Rogin, Nassau, Caplan,  Lassman & Hirtle, LLC, Hartford,  Connecticut or such
other date or at such other  place as shall be  otherwise  agreed by the Parties
(the "Closing Date").

                                                     ARTICLE X
                                            OBLIGATIONS AT THE CLOSING

     10.1        Seller's Obligations. At the Closing, Seller shall deliver to
                 Purchaser:

                  10.1.1  The  Seller  and  Company  Certificate,   or,  if  any
representation  or warranty  of Seller is untrue or  incorrect,  specifying  the
respect in which it is untrue or incorrect or, if any such covenant or condition
is unfulfilled, specifying the respect in which it is unfulfilled;

                  10.1.2   Seller's Opinion;

                  10.1.3  The  certificates  representing  all  of  the  Shares,
together  with  appropriate  stock  powers  or  forms  of  transfer  in  a  form
satisfactory  to  Purchaser  and  executed  by  Seller  selling,  assigning  and
transferring  such  certificate(s)  to  Purchaser,  free and clear of any liens,
claims, options, encumbrances or restrictions of any nature whatsoever; and


     10.2       Purchaser's Obligations. At the Closing Purchaser shall deliver
                to Seller:

                  10.2.1 Purchaser's Certificate, or, if any such representation
or warranty of Purchaser is untrue or incorrect, specifying the respect in which
it is untrue or incorrect, or, if any such covenant or condition is unfulfilled,
specifying the respect in which it is unfulfilled;

          10.2.2 A copy of  resolutions  adopted  by the Board of  Directors  of
Purchaser,  certified by its  Secretary,  authorizing or ratifying the execution
and  delivery  of  this  Agreement  and  the  performance  by  Purchaser  of its
respective obligations hereunder;

          10.2.3   Purchaser's Opinion;

                  10.2.4   The executed Escrow Agreement ;

                  10.2.5    [Intentionally left blank].

                  10.2.6  Current funds payable as Purchase Price in the amounts
and to the entities as set forth and specified in Section 2.2 of this Agreement.

     10.3 Joint  Obligations.  The  Parties  shall  execute the  Purchase  Price
Allocation substantially in the form of Exhibit 12.17 attached hereto.

                                                    ARTICLE XI
                    FURTHER COVENANTS OF SELLER AND PURCHASER

     Seller and Purchaser shall, as described below,  each perform the indicated
tasks designated to be performed by them:

     11.1 Joint Notice. After the Closing, Seller and Purchaser shall cooperate,
to the  extent  practicable  and  reasonable,  in  giving  joint  notice  of the
consummated  Transactions  to  each  customer,  creditor,   distributor,   sales
representative and supplier of the Business.

     11.2 Further Assurances.  Seller agrees that, from time to time and without
further  consideration,  he will execute and deliver such further  documents and
take such other action as Purchaser may require more  effectively to transfer to
and vest in  Purchaser  and put  Purchaser in  possession  of the Shares and all
rights, title and interest therein.

     11.3  Contracts.  If any of the  Contracts  require  the consent of a third
party in order not to be  discontinued  or  terminated  due to the  transfer  of
Shares  consummated  hereunder,  and such  consent  cannot be obtained  prior to
Closing despite the Parties' best commercial efforts, the Parties shall continue
to use their best efforts to obtain the third party's  consent after the Closing
Date.

         11.4 Profit Sharing and Christmas  Bonus.  Notwithstanding  anything in
the Agreement to the contrary,  the  Company's  normal method of accounting  and
generally  accepted  accounting  principles,  the Parties  agree that (i) on the
Estimated  Financial  Statements and Closing Financial  Statements,  the Company
shall accrue an amount equal to  ten-twelfths  (10/12) of (a) one week's pay for
each  current  eligible  employee  (the  "Christmas  Bonus") and (b) the maximum
amount allowed for the employer's  contribution to the Company's  profit sharing
plan for 1997  (the  "Profit  Sharing  Contribution");  (ii)after  the  Closing,
Purchaser  shall  cause the  Company  to accrue on the books and  records of the
Company an amount equal to  two-twelfths  (2/12) of (a) the Christmas  Bonus and
(b) the Profit Sharing Contribution; and (iii) Purchaser shall cause the Company
to pay the  Christmas  Bonus and a turkey to each employee  before  December 25,
1997  and to make  the  Profit  Sharing  Contribution  in  accordance  with  the
requirements of the Profit Sharing Plan.
                                                    ARTICLE XII
                                                    TAX MATTERS

     12.1 Certain  Definitions.  For purposes of this Article XII, "Taxes" means
all Federal, state, local or foreign net or gross income, gross receipts, sales,
use, ad  valorem,  value-added,  franchise,  withholding,  "tollgate",  payroll,
employment, excise, property or similar taxes, assessments, duties, fees, levies
or other governmental charges (including,  without limitation, any liability for
taxes  arising  from a  consolidated  or  Subchapter  "S" return and  imposed by
Treasury  Regulations  section  1.150 6)  together  with any  interest  thereon,
penalties,  additions to tax or additional  amounts with respect thereto and any
interest in respect of such penalties, additions or additional amounts.

     12.2        Tax Indemnification

                  12.2.1  Notwithstanding  any other provision of this Agreement
and except if otherwise  reserved for or accrued on the Financial  Statements or
Closing  Financial  Statements,  Seller  hereby  agrees to  indemnify  Purchaser
against and hold it harmless  from (i) all liability for Taxes of the Seller and
the Company  attributable  to taxable  years or periods  ending on or before the
Balance Sheet Date and, in the case of taxable years or periods beginning before
and ending  after the Balance  Sheet Date,  the portion of such years or periods
ending at the close of business on the Balance Sheet Date (the  "Pre-Closing Tax
Period"),  (ii) all liability  whenever incurred for Taxes of Seller,  and (iii)
any  liability  resulting  from a failure of Seller to fulfill  his  obligations
under this Article XII.

                  12.2.2  Notwithstanding any other provision of this Agreement,
Purchaser  hereby agrees to indemnify  Seller against and hold him harmless from
(i) any liability for Taxes of the Company  attributable  to any taxable periods
or portions  thereof  commencing  after the  Pre-Closing  Tax  Period;  (ii) any
liability resulting from a failure of Purchaser to fulfill its obligations under
this Article XII; (iii) any liability for Taxes,  on account of,  resulting from
or  attributable  to any elections of Purchaser  not consented to by Seller,  or
even if made jointly or consented to, if not accepted by the taxing authority or
if revoked or terminated whether by Purchaser or any taxing authority;  and (iv)
any liability  resulting  from a failure of Purchaser to timely pay any taxes of
the Company.

     12.3  Closing of Taxable  Period.  Seller  agrees to cause the Company upon
consultation with Purchaser to file all appropriate  Federal,  state,  local and
foreign tax returns (the "Tax  Returns") on the basis that the relevant  taxable
period ended as of the close of business on the Balance  Sheet Date,  unless the
relevant taxing authority will not accept a Tax Return filed on that basis.

     12.4 Preparation and Filing of Tax Returns by Seller.  Seller shall prepare
and  timely  file or shall  cause  the  preparation  and  timely  filing  of all
appropriate  Tax Returns  (including  reporting the sale of assets under Section
338(h)(10) as set forth in Section 12.17 below) that include,  on a consolidated
or any other  basis,  the income of the  Company  for all  periods  ending on or
before the Balance Sheet Date for those  jurisdictions which permit or require a
short period tax return  ending as of th close of business on the Balance  Sheet
Date unless another date is otherwise  required by the  jurisdiction.  Purchaser
will cooperate with Seller in making  available to him any records  necessary to
enable him to comply with this Section 12.4. At the request of Seller, Purchaser
shall cause the  Company to grant a Power of Attorney to such  persons as Seller
may designate to file such Tax Returns in the name of the Company.

     12.5 Preparation and Filing of Tax Returns by the Company. Purchaser and/or
the Company  shall  prepare and timely file or shall cause the  preparation  and
timely  filings of (i) all Tax Returns with those  jurisdictions  not allowing a
short period Tax Return  ending as of the close of business on the Balance Sheet
Date and (ii) all other Tax Returns of any kind with respect to Company that are
due after the  Balance  Sheet Date (other than Tax Returns to be filed by Seller
pursuant to Section 12.4).  Seller will cooperate with Purchaser and the Company
in making  available to Purchaser any records  necessary to enable Purchaser and
the Company to comply with this  Section  12.5.  For all tax periods  commencing
after  the  Balance   Sheet  Date,   Purchaser   and  the  Company   shall  have
responsibility for the preparation and filing of all Tax Returns relating to the
assets, operations and income of the Company.

     12.6 Payment of Taxes by Seller Directly to Taxing  Authorities.  Except as
provided in Section 12.7, and except if reserved or accrued for in the Financial
Statements or Closing Financial Statements, Seller shall pay or cause to be paid
all Taxes due with respect to Tax Returns  which he is required to file pursuant
to Section 12.4.

     12.7  Payment  of Taxes by  Seller  to  Purchaser.  Except  as set forth on
Schedule 12.7 attached hereto,  with respect to any jurisdiction  which does not
permit or require a short  period Tax Return  ending as of the close of business
on the Balance Sheet Date,  Seller shall compute or cause to be computed the Tax
liability  which would be  reflected  on any Tax Return for the Company for that
jurisdiction  for the period through and including the Balance Sheet Date (as if
such a short  taxable  period  existe and a return was permitted or requested in
respect  thereof),  and Seller  shall pay such amount  (less any  estimated  tax
payments  paid prior to the Closing Date and/or less any amount  reserved for or
accrued  in  the  Financial  Statements  or  Closing  Financial  Statements)  to
Purchaser or the Company on or before the due date, including extensions for the
payment of taxes to such jurisdiction with respect to the Tax Return to be filed
by Purchaser  and/or Company.  In the event that any  overpayment  from a period
through  and  including  the  Balance  Sheet Date that is not  reflected  on the
Financial Statement or Closing Financial Statements is received or credited to a
tax year that includes or is subsequent to Balance Sheet Date,  Purchaser  shall
promptly pay or cause to be paid such amount to Seller.  Any tax credits and any
exemptions,  allowances  or deductions  that are  calculated on an annual basis,
such as the deduction for depreciation, shall be apportioned on a per diem basis
unless some other method is required b the Company's normal method of accounting
or a taxing jurisdiction.

     12.8       [Intentionally left blank].

     12.9  Cooperation  in Preparing  and Filing  Returns.  Seller and Purchaser
shall, and Seller and Purchaser shall cause the Company to, cooperate fully with
each other in connection  with the  preparation and filing of the Tax Returns or
other  tax  returns,  including  but not  limited  to the  furnishing  or making
available of records,  books of account and any other information  necessary for
the preparation of any tax returns.  Purchaser  shall, and Purchaser shall cause
the  Company  to,  provide  Seller  with  completed  Tax  Returns  or tax return
information  packages  for the  Company  including,  but  not  limited  to,  all
supporting  documentation  as required in prior years within one hundred  twenty
(120) days after the Closing Date, for taxable  periods ending on or prior to or
including  but not  ending on the  Balance  Sheet  Date.  Seller  shall  furnish
Purchaser with completed Federal and state Tax Returns or with pro-forma returns
for the  Company  by the  earlier  of ninety  (90)  days  after  receipt  of all
information  required for the proper  completion of such returns or on or before
thirty (30) days prior to the due date of such returns.

     12.10       [Intentionally Left Blank.]

     12.11  Transfer  Taxes.  Seller  shall be liable  for any  stock  transfer,
conveyance, stamp and other taxes arising from the sale, assignment and transfer
of the Shares.

     12.12  Negotiation  Settlement or Contest of Tax  Disputes.  Seller and his
duly  appointed  representatives  shall  have the sole  right  to  supervise  or
otherwise  coordinate  any tax  examination  process and to negotiate,  resolve,
settle or contest any  asserted Tax  deficiencies  or assert and  prosecute  any
claim for  refund of Taxes (a "Tax  Claim")  for  taxable  periods  ending on or
before the  Balance  Sheet  Date.  In  addition,  Seller  shall be  entitled  to
participate  at his expense in the defense of any Tax Claim relating to any year
or period that  includes the Balance Sheet Date for which Seller may be required
to pay amounts to Purchaser and/or the Company pursuant to this Article XII, and
with the written  consent of Purchaser  and/or the Company  (which consent shall
not be unreasonably  withheld),  subject to Section 12.2 hereof; and at Seller's
sole  expense,  may assume the entire  defense of such Tax Claim  including  the
right to  negotiate,  resolve,  settle or contest the Tax Claim.  In this event,
Purchaser  an the  Company  will  execute  any  documents,  including a power of
attorney,  that may be  necessary  or required for Seller to assume the defense,
negotiate,  resolve,  settle or contest the Tax Claim.  Purchaser shall not, and
shall not allow the Company to, settle any Tax Claim for a year or period ending
on or before the Balance Sheet Date without the consent of Seller (which consent
shall not be unreasonably  withheld) if with respect to such claim, Seller would
be  required  to pay amounts to  Purchaser  and/or the Company  pursuant to this
Article XII.

     12.13  Cooperation in Connection with  Examinations.  Purchaser  shall, and
shall cause the Company to, give prompt notice to Seller of the assertion of any
claim, or the  commencement of any suit,  action,  proceeding,  investigation or
audit with respect to any Tax Return for any period or portion thereof ending on
or before the Balance Sheet Date that including the operations, income or assets
of the Company, describing in reasonable detail the facts pertaining thereto and
the amount or an  estimate  of the  amount of the  liability  arising  therefrom
includes copies of all documents.  Seller and Purchaser shall, and the Purchaser
shall cause the Company to,  cooperate fully in any such action by furnishing or
making  available  records,  books of account or other  materials or taking such
other  actions  as may be  necessary  or helpful  for the  defense  against  the
assertions of any taxing authority as to any consolidated,  combined or separate
Tax Return for such periods.

     12.14  Assignment  of Tax  Refunds.  Purchaser  shall,  and shall cause the
Company to, pay over to Seller promptly upon receipt all Tax refunds,  including
interest,  relating to the Company  with  respect to any taxable  year or period
ended as of or prior to the close of business on the Balance  Sheet Date whether
received  directly or applied as credits  against other tax liabilities but only
if the Tax  refunds  were not  reflected  as  assets  on the  Closing  Financial
Statements.

     12.15 Records Retention.  Seller shall retain, and Purchase shall cause the
Company to retain,  full and complete  records for all tax periods  which remain
subject  to audit by action of statute  or waiver  for all  periods or  portions
thereof  through and  including  the Balance Sheet Date. To the extent that such
records are currently  maintained  in both a hard copy and an  electronic  media
format,  the Parties  agree to cause both such types of records  that pertain to
the income or  operations  of the Company  prior to the close of business on the
Balance  Sheet Date to be retained by Company  and not to be  destroyed  without
prior written  approval of Seller or Purchaser,  as the case may be. The Parties
agree to cause the Company to enter into such record retention agreements as may
be  requested by the  Internal  Revenue  Service with respect to all tax periods
ending on or prior to the Balance Sheet Date.

     12.16        [Intentionally left blank].

     12.17        Section 338(h)(10) Election

            (a) Seller and Purchaser agree to execute  Internal  Revenue Service
Form 8023-A and to jointly and timely file an election under Section  338(h)(l0)
of the Internal Revenue Code (the "Code"),  and any comparable  election,  under
applicable state or local tax laws that provide for an election  comparable to a
Code Section  338(h)(l0)  election,  with respect to the purchase of the Shares.
Seller and Purchaser shall cooperate fully with each other to take all necessary
and appropriate actions to accomplish the completion and filing of such election
in  accordance   with  the   provisions  of  Treasury   Regulations   Section  1
 .338(h)(l0)-l  and the  provision  of  applicable  state or  local  tax laws and
regulations.

                   (b) When the joint election is made under Section  338(h)(l0)
of the Code with  respect to the  purchase of the Shares,  Purchaser  and Seller
agree that the  Purchase  Price  reflects the fair market value of the assets of
the Company  deemed sold pursuant to such election and the Purchase  Price shall
be allocated among the assets as set forth in Exhibit 12.17 (the "Purchase Price
Allocation")  delivered  by the  Parties at Closing as  modified  if  applicable
pursuant to the Memorandum of Understanding. Purchaser agrees to report or cause
the Company to report,  and the Seller agrees to report,  the deemed sale of the
Company's  assets in a manner  consistent  with the  Purchase  Price  Allocation
issued pursuant to this Section 12.17.

           (c) Seller and Purchaser each acknowledge that each has independently
consulted with its own respective tax advisors  concerning the tax  consequences
of an election  under Section  338(h)(10)  of the Code,  and neither Party shall
have any  recourse  against  the other with  respect  to the actual tax  effects
thereof under this Agreement,  except that Purchaser  hereby agrees to indemnify
Seller  against,  hold him harmless  from and  reimburse him for any adverse tax
liability  whatsoever  and wherever  incurred on account of,  resulting  from or
attributable to the Section  338(h)(10)  election required under this Agreement,
including but not limited to, any  liability for Taxes on account of,  resulting
from or attributable to a change in any allocations of the Purchase Price as set
forth in Exhibit 12.17 whether such change is due to the act of Purchaser or any
taxing authority.

                  (d) Seller and Purchaser agree that the obligations  specified
in this Section 12.17 shall be modified as necessary to reflect  adjustments  to
the Purchase Price, if any, and such  adjustments  shall be made pursuant to the
provisions  of  Treasury  Regulations  section  1.338(b)-3T,  as well  as  other
relevant  provisions of Section 338 of the Code and the regulations  thereunder.
Moreover,  Purchaser shall prepare  revisions to Exhibit 12.17 hereto to reflect
such  adjustments  and shall  timely  forward  such  revised  exhibit to Seller.
Purchaser and Seller further agree to timely make all filings as may be required
by any or all of them by any  relevant  taxing  jurisdictions  to  reflect  such
adjustments  and to file  all tax  returns  in a  manner  consistent  with  such
adjustments.

                   (e) In  addition  to their  obligations  under the  foregoing
subsections,  Seller and Purchaser  shall,  and Seller and Purchaser shall cause
the  Company  and their  Affiliates  to,  cooperate  fully  with  each  other in
connection with the  preparation  and filing of all Tax Returns  relating to the
Company,  including  but not limited to the  furnishing  or making  available of
records,   books  of  account  and  any  other  information  necessary  for  the
preparation of such tax returns.

                   (f) Without  limiting the effect of this Section 12.17, if no
joint election is made under Section  338(h)(l0) of the Code with respect to the
purchase of the Shares  through the acts or  omissions of  Purchaser,  Purchaser
shall be liable  for and  hereby  agrees  to  indemnify  Seller  for any and all
liability for Taxes imposed on Seller attributable,  directly or indirectly,  to
any elections made by Purchaser pursuant to Section 338(g) of the Code.

                  (g) Seller shall attach Internal  Revenue Service Form 8023-A,
executed by Seller and Purchaser, to the Company's Federal income tax return for
the taxable year which ends on the Balance  Sheet Date.  Purchaser  shall attach
Internal Revenue Service Form 8023-A,  executed by Seller and Purchaser,  to its
Federal income tax return for the taxable year which includes the Closing Date.

                  (h) In the event that Seller fails to take any action required
under this  Section  12.17 or  breaches  any  covenant  hereof  that  causes any
materially  adverse tax  consequences  to the  Purchaser  or the Company and the
failure to act which causes the tax consequence was not caused by, resulted from
any action of, or  attributable  solely to the  Purchaser or the  Company,  then
Seller shall be liable for and hereby agree to indemnify  Purchaser  for any and
all  liability  for  additional  taxes  imposed  on  Purchaser  or  the  Company
attributable, directly or indirectly, thereto.

     12.18 Survival. All rights and obligations provided for in this Article XII
shall remain in force  notwithstanding  any other  provision  of this  Agreement
until  sixty  (60) days  after the  expiration  of the  applicable  statutes  of
limitation,  except in the event of termination  of this  Agreement  pursuant to
Section 7.14 or Section 8.10.

     12.19  Priority  of  Article.  In  the  event  of a  conflict  between  the
provisions of this Article XII and any other  provision of this  Agreement,  the
provisions of this Article XII shall control.

          12.20  Covenants of Purchaser.  From and after the Closing,  Purchaser
shall  not,  and  shall  cause the  Company  not to,  take any of the  following
actions:  (a) change or attempt to change the Company's accounting method or tax
year;  (b) change or attempt  to change any tax return  attributable  to periods
prior to and  including  the  Balance  Sheet  Date;  (c) make,  change,  revoke,
terminate or attempt to make,  change and revoke or terminate  any election that
would affect any tax period prior to and including  the Balance Sheet Date;  and
(d) enter into any  agreements  or  waivers or  extensions  of any  statutes  of
limitations  for any tax period prior to and  including  the Balance  Sheet Date
without the prior consent of the Seller.

                                                   ARTICLE XIII

                                            [Intentionally left blank]


                                                    ARTICLE XIV
                                       EXPENSES WITH RESPECT TO TRANSACTION

     Except as otherwise set forth in this Agreement, Seller agrees that he will
cause the Company to pay or accrue all fees, costs and expenses  incurred by him
in connection with the Transactions and the Closing thereof; including,  without
limitation,  the fees and  expenses  of his  attorneys,  accountants  and  other
persons,  and no portion  thereof shall be paid by Purchaser.  Purchaser  agrees
that it will pay all fees, costs and expenses  incurred by it in connection with
the Transactions and the Closing thereof;  including,  without  limitation,  the
fees and  expenses  of its  attorneys,  accountants  and other  persons,  and no
portion thereof shall be paid by Seller.  Notwithstanding the foregoing,  Seller
and  Purchaser  shall share  equally any fees of filings  required to be made to
governmental agencies in connection with the Transactions.

                                                    ARTICLE XV
                                                      BROKERS

     Each of the Parties  hereby  agrees to indemnify and save and hold harmless
the other Party, its  shareholders,  directors and officers from and against any
and all claims,  losses,  damages,  costs or  expenses of any kind or  character
(including  attorneys'  fees)  arising out of or resulting  from any  agreement,
arrangement  or  understanding  alleged to have been made by such party with any
broker or finder in connection with this Agreement or the Transactions.

                                                    ARTICLE XVI
                                                  INDEMNIFICATION

16.1      Mutual Indemnification

                  16.1.1 Notwithstanding any other provisions of this Agreement,
from and  after  the  Closing,  Seller  and his  heirs,  executors,  successors,
permitted assigns and personal  representatives hereby indemnify Purchaser,  its
Affiliates,   successors  and  assigns,  and  agrees  to  hold  Purchaser,   its
Affiliates,  successors  and assigns,  harmless from all Losses (as  hereinafter
defined)  resulting  from a breach by Seller  of any  representation,  warranty,
covenant or agreement under this Agreement or the Closing documents,  subject to
the provisions set forth in Sections 16.1.7 and 16.1.8 of this Agreement. .

                   16.1.2 From and after the Balance Sheet Date,  Purchaser,  on
behalf of its  Affiliates and its  successors  and assigns,  hereby  indemnifies
Seller,  his heirs,  executors,  successors,  permitted  assigns,  and  personal
representatives,  and agrees to hold Seller, his heirs,  executors,  successors,
permitted  assigns  and  personal  representatives,  harmless  from  all  Losses
resulting  from (i) a  breach  by  Purchaser  of any  representation,  warranty,
covenant or agreement under this Agreement or the Closing documents, or (ii) any
liabilities arising after the Balance Sheet Date relating to the transfer of the
Shares and concomitant ownership and control of the Company.

                   16.1.3  As used in this  Agreement,  the  term  "Indemnifying
Party" shall mean the person or persons  against whom a party (the  "Indemnified
Party") makes a claim for indemnification hereunder.

                   16.1.4 The Indemnified Party shall give written notice to the
Indemnifying Party of any claim or event known to it which does or may give rise
to a claim by the Indemnified Party against the Indemnifying Party based on this
Agreement, stating the nature and basis of said claims or events and the amounts
thereof;  to the extent  known.  Such notice shall be given in  accordance  with
Article XVII hereof. The giving of such notice shall be a condition precedent to
any liability of th  Indemnifying  Party  hereunder.  Such notice shall be given
reasonably  promptly,  but the fact that the  Indemnified  Party  failed to give
notice with reasonable  promptness shall not defeat a claim made pursuant hereto
except to the extent that the Indemnifying  Party can establish that it has been
injured by such delay.

                   16.1.5 In the event of any claim,  action, suit or proceeding
made or brought by third parties against the Indemnified  Party, the Indemnified
Party shall give written  notice as  described  in Section  16.1.4 above of such
claim,  action,  suit or  proceeding  with a copy of the claim,  process and all
legal pleadings with respect thereto. After notification, the Indemnifying Party
shall  participate in, and jointly with any other  Indemnifying  Party similarly
notified,  assume the defense thereof;  with counsel reasonably  satisfactory to
such  Indemnified  Party at the time of such assumption.  The Indemnified  Party
shall have the right to employ its own counsel and such counsel may  participate
in such  action,  but the  fees and  expenses  of such  counsel  shall be at the
expense  of  the  Indemnified  Party,  when  and as  incurred,  unless  (1)  the
employment  of  counsel by such  Indemnified  Party has been  authorized  by the
Indemnifying  Party,  or (2) the  Indemnifying  Party  shall  not in  fact  have
employed counsel to assume the defense of such action reasonably satisfactory to
the Indemnified Party at the time of the Indemnifying  Party's assumption of the
defense.  If clause (2) of the  preceding  sentence  shall be  applicable,  then
counsel for the Indemnified  Party shall have the right to direct the defense of
such claim,  action,  suit or proceeding on behalf of the Indemnified Party. The
Indemnified Party and the Indemnifying  Party, as the case may be, shall be kept
fully  informed of such claim,  action,  suit o proceeding at all stages thereof
whether or not such party is represented by its own counsel.

                   16.1.6 As used in this Agreement,  "Losses" means any and all
claims,  demands,  costs,  losses,  damages and  liabilities.  The term "Losses"
includes reasonable  attorneys' fees and costs incurred in the investigation and
defense of a claim, demand,  cost, loss or liability,  provided however that the
term "Losses" does not include remuneration to the Indemnified Party's employees
for time spent  investigating or litigating any claim or demand. With respect to
environmental  matters,  th  term  Losses  also  includes  hazardous  substances
removal, remedial activity or response action required by any Environmental Law,
required by judicial  order or approved  settlement  or by order of or agreement
with any  governmental  authority,  or  requested  by or for  Sellers,  or their
Affiliates.

                  16.1.7 The  representations and warranties of Seller set forth
in Article III of this Agreement and the covenants of Seller  wherever set forth
in this  Agreement  shall  survive  Closing for 18 months from the Closing  Date
except   Sections  3.1,  3.2  and  3.3  shall  survive  closing   forever.   The
representations  and  warranties  of the Purchaser set forth in Sections 4.1 and
4.2 and the covenants of Purchaser  wherever set forth in this Agreement  shall,
unless  otherwise  provided herein,  survive Closing forever,  that set forth in
Section 4.3 shall  survive  for a period of 36 months from the Closing  Date and
that set forth in  Section  4.4 shall not  survive  the  Closing.  Any claim for
indemnification must be made within such periods or shall thereafter be barred.

                  16.1.8  Except for any claim on account of the late  filing of
Forms  5500  C/R for  the  Company's  Premium  Conversion  Plan,  no  claim  for
indemnification  against Seller pursuant to this Agreement or otherwise shall be
made unless such claim for  indemnification  or portion thereof (the "Triggering
Claim"),  which when added to the aggregate amount of all prior claims,  exceeds
the amount of Seventy-five  Thousand Dollars  ($75,000.00) and then only for the
amount in excess of  $75,000.00.  In addition,  the  indemnification  provisions
contained in this  Agreement as against  Seller shall further be limited in that
except for claims  pursuant to Paragraphs  3.1, 3.2, 3.3 and 3.28, the aggregate
of all such  claims  shall not  exceed  $500,000.00.  If  Purchaser's  claim for
indemnification  exceeds  $75,000.00,  then Purchaser may withhold the amount of
its claim  that is in excess of  $75,000.00  from any amount  the  Company  owes
Seller as a bonus under  Paragraph 3.2 of the  Employment  Agreement of even dat
hereof, provided, however, that the amount withheld shall not exceed $300,000.00
and shall be  immediately  deposited  into an escrow account with an independent
escrow  agent under the terms of an  agreement  in the form  attached as Exhibit
16.1.8 pending the arbitration of the claim.

     16.2  Remedies  Cumulative.  All rights and  remedies  existing  under this
Agreement are cumulative  with, and not exclusive of each other,  and any rights
or remedies otherwise available.

                                                  ARTICLE XVII e
                                                     NOTICES e

     17.1  Notice.  All  notices and other  communications  required to be given
under the terms of this Agreement or which any of the Parties may desire to give
hereunder  shall be in  writing  and  delivered  personally  or sent by  express
delivery,  or by facsimile,  or by registered or certified  mall,  with proof of
receipt,  postage and expenses prepaid,  return receipt requested,  addressed as
follows:

                   (a)     As to Purchaser, addressed to:

                           Formtek, Inc,
                           260 North Elm Street
                         Westfield, Massachusetts 01085
                         Attn.: John E. Reed, President
                              Fax: (413) 568-7428,

with a copy to:
                            R. Bruce Dewey, Esq.
                            Formtek, Inc,
                            260 North Elm Street
                         Westfield, Massachusetts 01085
                              Fax: (413) 568-7428;

or to such other  address or addresses and to the attention of such other person
or persons as Purchaser may from time to time designate in writing to Seller;

                   (b) As to Seller, addressed to:

                        Joseph Julian
                        23 Doe Meadow Court
                        Southington, CT  06489

with a copy to:

                        Steven D. Bartelstone, Esq.
                  Rogin, Nassau, Caplan, Lassman & Hirtle, LLC
                        CityPlace, 22nd Floor
                        Hartford, CT  06103
                        Fax:  860-278-2179

or to such other  address or addresses and to the attention of such other person
or persons as Seller may from time to time designate in writing to Purchaser.

     17.2 Receipt of Notice.  Any notice given in  accordance  with this Article
XVII  shall be deemed to have been  given  when  delivered  personally,  or when
received if sent via express  delivery,  facsimile,  or  registered or certified
mail, return receipt requested.

                                                  ARTICLE XVIII e
                                                   ARBITRATION e

     Any claim,  dispute,  suit,  action,  or proceeding  between  Purchaser and
Seller relating to this Agreement, or relating to any document,  instrument,  or
agreement delivered pursuant hereto, referred to herein, or contemplated hereby,
or  in  any  other  manner  arising  out  of or  relating  to  the  transactions
contemplated  by or  referenced  in this  Agreement,  which cannot be informally
resolved  between  Purchaser and Seller,  other than equitable claims and relief
that shall be governed by Article XXIV and other  methods of dispute  resolution
specifically   referenced  in  other  Sections  hereof,  shall  be  referred  to
arbitration which shall be conducted at Hartford, Connecticut in accordance with
the Commercial  Arbitration Rules of the American  Arbitration  Association (the
"AAA") then in effect,  as modified or  supplemented  herein,  or as the Parties
mutually agree otherwise.  Notwithstanding  the Commercial  Arbitration Rules of
the AAA, the Parties agree (a) that any arbitration  shall be presided over by a
panel of three arbitrators,  one selected by Purchaser,  one selected by Seller,
and the third selected by the two previously-selected  arbitrators,  and each of
whom shall have been admitted to the practice of law, and be in good standing or
on  retirement  status,  in  any  of the  fifty  United  States,  (b)  that  the
arbitrators  shall base their  decision on the facts as presented  into evidence
and (c) that the  arbitrators  shall  prepare a written  memorandum  of decision
setting forth the findings of fact and  conclusions  of law. The decision of any
two or more  arbitrators  shall  constitute  the  final  award  rendered  by the
arbitrators,  and judgment may be entered upon such decision in accordance  with
applicable law in any court of applicable jurisdiction.


                                                    ARTICLE XIX
                                    EFFECTIVENESS AND ASSIGNABILITY OF AGREEMENT

     This  Agreement  shall become  effective  when  executed  and  delivered by
Purchaser and Seller,  and shall be binding in all respects upon the  respective
successors and permitted  assigns of each of the Parties hereto. No Party hereto
may assign  this  Agreement  in whole or in part  without  first  obtaining  the
written consent of the other Party,  except that Purchaser may assign its rights
and  obligations  under  this  Agreement  to one or more  Affiliates  so long as
Purchaser remains responsible for its performance hereunder.

                                                    ARTICLE XX
                                            ANNOUNCEMENT OF TRANSACTION

     Subject to the  provisions  of Section  11.1,  no Party shall make a public
announcement of the Transactions contemplated by this Agreement without approval
of the other  Party,  unless  required by law or by  applicable  stock  exchange
requirements, and in any event such person shall provide notice accompanied by a
copy of all proposed announcements to the other Party. Nothing in this Agreement
shall be construed to inhibit  Purchaser from  communicating  with its employees
nor Seller from  communicating  with th employees of the Company  regarding this
Agreement,  so long as Seller or  Purchaser,  as the case may be, use their best
efforts  to make such  employees  comply  with the  confidentiality  obligations
contained in Section 5.18 of this Agreement.

                                                   ARTICLE XXI e
                                            COMPLETENESS OF AGREEMENT e

     This Agreement and the Schedules and Exhibits hereto and Closing  documents
represent  the entire  contract  between the Parties with respect to the subject
matter hereof and supersede all offers, proposals,  statements,  representations
and  agreements  with respect to the subject  matter  hereof;  including but not
limited to that certain Letter of Intent dated September 22, 1997. The terms and
conditions of confidentiality referenced in Section 5.18 of this Agreement shall
not survive the Closing of this Agreement. The Exhibits and Schedules hereto and
the Closing documents are incorporated herein by reference,  and shall be deemed
to be included in any  reference to this  Agreement.  This  Agreement may not be
amended  except  by  action  of each  of the  Parties  hereto  set  forth  in an
instrument in writing signed on behalf of each of the Parties hereto.

                                                  ARTICLE XXII e
                                                    CAPTIONS e

     The captions to the Articles and Sections  contained in this  Agreement are
for reference  only, do not form a substantive  part of this Agreement and shall
not restrict nor enlarge any substantive provision of this Agreement.

                                                  ARTICLE XXIII e
                                                 APPLICABLE LAW e

     This Agreement,  the Schedules and Exhibits,  and all other documents given
in connection  herewith,  shall be construed in accordance  with the laws of the
State of Connecticut without regard to the principles of conflicts of laws.


                                                  ARTICLE XXIV e
                                     CHOICE OF FORUM; VENUE; SERVICE OF PROCESS

     Any equitable claim or proceeding  between Purchaser and Seller relating to
this Agreement; or relating to any document,  instrument, or agreement delivered
pursuant hereto,  referred to herein,  or contemplated  hereby;  or in any other
manner  arising  out of or  relating  to  the  transactions  contemplated  by or
referenced in this Agreement not otherwise  governed by Article XVIII,  shall be
commenced and maintained exclusively in the United States District Court for the
District of Connecticut,  or, if that Court lacks  jurisdiction over the subject
matter,  in a state court of competent  subject-matter  jurisdiction  sitting in
Hartford  County,  Connecticut.  Purchaser and Seller  hereby submit  themselves
unconditionally  and  irrevocably to the personal  jurisdiction  of such courts.
Purchaser  and Seller  further  agree that venue  shall be in  Hartford  County,
Connecticut.  Purchaser  and  Seller  irrevocably  waive any  objection  to such
personal jurisdiction or venue including, but not limited to, the objection that
any claim,  suit,  action,  or proceeding  brought in Hartford County,  has been
brought in an inconvenient  forum.  Purchaser and Seller  irrevocably agree that
process issuing from such courts may be served on them,  either personally or by
certified mail, return receipt requested, at the addresses given in Article XVII
hereof;  and Purchaser  and Seller  further  irrevocably  waive any objection to
service of process made in such manner and at such addresses,  including without
limitation  any objection  that service in such manner and at such  addresses is
not authorized by the local or procedural laws of the State of Connecticut.

                                                   ARTICLE XXV e
                                                  COUNTERPARTS e

     This Agreement may be executed in any number of counterparts, each of which
shall be  considered an original but all of which shall  constitute  but one and
the same Agreement by and among the Parties.


                                                  ARTICLE XXVI e
                                           NO THIRD PARTY BENEFICIARY e

     This  Agreement is intended to inure to the benefit of Purchaser and Seller
only; and no third party shall have any rights, express or implied, by reason of
this Agreement.


                                                  ARTICLE XXVII e
     UNILATERAL RIGHT TO WAIVE FAILURES OF OTHER PARTIES

27.1      Waiver. Any of the Parties may:

                  27.1.1 Extend in writing the time for the  performance  of any
of the  obligations  herein  contained to be  performed  for the benefit of such
Party;

                  27.1.2   Waive   in   writing   any    inaccuracies   in   the
representations  and  warranties  made to it contained in this  Agreement or any
Exhibit or Schedule  hereto or any  certificate  or  certificates  delivered  by
another Party to this Agreement;

                  27.1.3   Waive in writing the failure in performance of any
of the conditions herein expressed for its benefit; and

                  27.1.4 Waive in writing  compliance  with any of the covenants
herein contained for its benefit.

     27.2 Effect of Waiver. No such waiver or extension shall be valid unless in
writing and signed by the Party  granting the waiver or  extension,  and no such
waiver or extension  shall be  construed  to excuse or mitigate  any  subsequent
breach or violation of this Agreement not specifically covered by such waiver.


                                                  ARTICLE XXVIII
                                                   SEVERABILITY

     The invalidity or unenforceability of any provision of this Agreement shall
not affect the other provisions  hereof; and the Agreement shall be construed in
all  respects  as if such  invalid or  unenforceable  provisions  were  omitted.
Furthermore, upon the request of any Party hereto, the Parties to this Agreement
shall add, in lieu of such invalid or  unenforceable  provisions,  provisions as
similar in terms to such invalid or unenforceable  provisions as may be possible
and legal, valid and enforceable.

     IN WITNESS  WHEREOF,  the Parties have caused this Agreement to be executed
as of the day and year first above written.

Purchaser:                            FORMTEK, INC.,
                             a Delaware corporation


                              By:/S/R. BRUCE DEWEY
                                          R. Bruce Dewey Senior Vice President
Seller:


                                /S/ JOSEPH JULIAN
                                 JOSEPH JULIAN,
               an individual residing in the State of Connecticut

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