<PAGE>

                               STOCK PURCHASE AGREEMENT


        THIS STOCK PURCHASE AGREEMENT (the "Agreement") dated as of September
30, 1997, is made by and among the individuals and entities listed on the
execution page hereof each being shareholder of Westland Associates, Inc., a
California corporation ("Sellers"), and Westminster Capital, Inc., a Delaware
corporation ("Buyer").

                                   R E C I T A L S:

        A.      Sellers are each owners of either one-half of a share or one
share of common stock (in either case, individually, a "Share" and collectively,
the "Shares") in Westland Associates, Inc., a California corporation (the
"Corporation").

        B.      Buyer desires to purchase 100% of the stock in the Corporation
on the terms and conditions set forth in this Agreement.

        C.      Buyer also desires to contract for the services of Donald
Francis and Virginia Gardner on the terms and conditions set forth herein.

        NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the parties agree as follows:


                                      ARTICLE 1
                              SALE AND TRANSFER OF STOCK


        1.1     PURCHASE PRICE. Buyer agrees to purchase and each Seller
agrees to sell its Share on the basis of Thirty-Three Thousand Dollars
($33,000.00) per whole Share ("Per Share Purchase Price") for an aggregate
purchase price of One Million One Hundred Eighty Eight Thousand Dollars
($1,188,000.00)("Total Purchase Price") for 36 Shares. The Total Purchase
Price shall be paid as follows:

                 1.1.1   Upon the execution of this Agreement, Buyer shall
deposit by wire transfer one-half of the Total Purchase Price into the Trust
Account of Arter & Hadden (the "Deposit") to be delivered on the Closing Date
(as defined below). The Deposit shall be placed in an interest-bearing
account acceptable to Buyer. The Deposit, plus interest earned thereon, shall
be delivered to the Sellers on the Closing Date to be applied to the Total
Purchase Price or refunded to Buyer in full, together with interest earned
thereon, on the date this Agreement is terminated by either party.

<PAGE>

                1.1.2   At the Closing, Buyer shall

                        (a)     Deliver to Arter & Hadden, as agent for each of
the Sellers, the remaining balance of the Total Purchase Price. Such delivery
shall be by wire transfer.

                        (b)     Authorize Arter & Hadden to deliver the Per
Share Purchase Price to each of the Sellers.

        1.2     INFORMATION TO BE HELD IN CONFIDENCE.   Buyer agrees that,
unless and until the closing has been consummated, Buyer and Buyer's Principals,
will hold in strict confidence, and will not use to the detriment of Sellers or
the Corporation, any data or information with respect to the business of the
Corporation obtained in connection with this transaction or Agreement, except
insofar as disclosure of the data and information may be required by law. If the
transaction contemplated by this Agreement is not consummated, Buyer will return
to Sellers all data and information that Sellers may reasonably request
including, but not limited to, worksheets, test reports, manuals, lists,
memorandums and other documents prepared by, or made available to Buyer, in
connection with this transaction.


                                      ARTICLE 2
                      REPRESENTATIONS AND WARRANTIES BY SELLERS


        Sellers represent and warrant that:

        2.1     ORGANIZATION, STANDING, AND QUALIFICATION OF THE CORPORATION.
The Corporation is a corporation duly organized, validly existing, and in good
standing under the laws of California, has all necessary corporate powers to own
its properties and to carry on its business as now owned and operated by it.

        2.2     STOCK OF THE CORPORATION.

                2.2.1   CAPITAL STRUCTURE. The authorized capital stock of the
Corporation consists of 100 shares of no par value common stock, of which 36
shares (the "Shares") are issued and outstanding. All the Shares are validly
issued, fully paid, and nonassessable, and have been issued in full compliance
with all federal and state securities laws. There are no outstanding
subscriptions, options, rights, warrants, convertible securities, or other
agreements or commitments obligating the Corporation to issue or to transfer
from treasury and additional shares of its capital stock of any class, except
for a Right of First Refusal contained in the Corporation's Bylaws.

                2.2.2   TITLE TO SHARES. Each Seller listed on the Execution
Pages hereto is the owner, beneficially and of record, of one Share, or one-half
Share, of stock of the Corporation free and clear of all liens, encumbrances,
security agreements, equities, options, claims, charges, and restrictions. Each
Seller has full right, power and authority to transfer the Share owned by Seller
to Buyer without obtaining the consent or approval of any other person or
governmental


                                          2
<PAGE>

authority and delivery of each such Share, or one-half Share, to Buyer pursuant
to this Agreement will transfer valid title thereto, free and clear of all
encumbrances, claims and restrictions of every kind.

        2.3     SUBSIDIARIES. The Corporation does not own, directly or
indirectly, any interest or investment (whether equity or debt) in any
corporation, partnership, trust or other entity.

        2.4     FINANCIAL STATEMENTS. Schedule 2.4 to this Agreement sets forth
(a) the balance sheet of the Corporation as of December 31, 1996, and the
related statement of income and retained earnings for the year ending on that
date, reviewed by Robert M. Moss, CPA, of Moss, Levy & Hartzheim, 9465 Wilshire
Boulevard, Suite 915, Beverly Hills, California, 90212, the Corporation's
independent public accountants and (b) the balance sheet and related statement
of income and retained earnings as of and for the eight months ended August 31,
1997 (the "Financial Statements"). The Financial Statements (i) are in
accordance with the books and records of the Corporation; (ii) fairly present
the financial condition of the Corporation at the balance sheet dates and the
results of operations and stockholder's equity for the periods then ended; and
(iii) have been prepared in accordance with generally accepted accounting
principles consistently applied (as to the interim, unreviewed financial
statements, except for normal year end adjustments and only as such principles
apply to interim unaudited statements). Sellers have no knowledge of any (i)
material inaccuracy or misstatement, or (ii) omission to state a material fact
necessary to make the statements therein in the light of all the circumstances
under which they were made, not misleading, in any of the Financial Statements.

        2.5     ACCOUNTS RECEIVABLE. A true and complete list of all outstanding
accounts receivable of the Corporation as of August 31, 1997 has been delivered
to Buyer. All of the accounts receivable held by the Corporation are valid and
enforceable claims and are not subject to any defense, offsets, claims or
counterclaims. Sellers do not know of any reason why such accounts receivable
will not be collected on a timely basis. The allowances for doubtful accounts
reflected in the Balance Sheet are based upon historic collection activities of
the Corporation and generally accepted accounting principals consistently
applied.

        2.6     ABSENCE OF SPECIFIED CHANGES. Since December 31, 1996, up to and
including the Closing Date, there has not been any:

                2.6.1   Transaction by the Corporation except in the ordinary
course of business as conducted on that date;

                2.6.2   Capital expenditure by the Corporation exceeding five
thousand dollars ($5,000.00);

                2.6.3   Destruction, damage to, or loss of any asset of the
Corporation (whether or not recovered by insurance) that materially and
adversely affects the financial condition, business, or prospects of the
Corporation;


                                          3
<PAGE>

                2.6.4   Change in accounting methods or practices (including
without limitation, any changes in depreciation or amortization policies or
rates) by the Corporation;

                2.6.5   Declaration, setting aside or payment of a dividend or
other distribution in respect to the capital stock of the corporation, or nay
direct or indirect redemption, purchase, or other acquisition by the Corporation
on any of its shares of capital stock;

                2.6.6   Increase in salary or other compensation payable to the
Corporation to any of its officers, directors, or employees;

                2.6.7   Sale or transfer of any asset of the Corporation, except
in the ordinary course of business;

                2.6.8   Amendment or termination of any contract, agreement, or
license to which the Corporation is a party, except in the ordinary course of
business;

                2.6.9   Except to an advance of $7,500 to Mr. Scott Ferguson,
Loan by the Corporation to any person or entity, or guaranty by the Corporation
of any loan;

                2.6.10  Mortgage, pledge, or other encumbrance of any asset of
the corporation;

                2.6.11  Waiver or release of any right or claim of the
Corporation, except in the ordinary course of business;

                2.6.12  Notice or threat of commencement of any civil litigation
or any governmental proceeding against investigation of the corporation or its
affairs;

                2.6.13  Labor trouble or claim of wrongful discharge;

                2.6.14  Issuance or sale by the corporation of any shares of its
capital stock of any class, or of any other of its securities;


                2.6.15  Agreement by the Corporation to do any of the things
described in the preceding clauses (2.5.1 through 2.5.14), except (i) a Stock
Purchase Agreement dated June 23, 1995 between the Sellers and CFM Financial
Group, Inc., and related documents, and (ii) a Stock Purchase Agreement dated as
of May 16, 1997, between Sellers and Westland Acquisition Company LLC, and
related documents as to each of which the respective obligations of purchase and
sale have terminated without fault or obligation of the Sellers or the
Corporation;

                2.6.16  Other event or condition which has had a material
adverse effect on the financial condition, business, assets, or liabilities of
the Corporation.

        2.7     ABSENCE OF UNDISCLOSED LIABILITIES. To the best of Seller's
knowledge, the Corporation has no debt, liability, or obligation of any nature,
whether accrued, absolute, contingent, or otherwise, and whether due or to
become due, that is not reflected or reserved against in the Corporation's
balance sheets as of December 31, 1996 (Schedule 2.4 to this Agreement), except
for (i) those that may have been incurred after the date of that consolidated


                                          4
<PAGE>

balance sheet; and (ii) that are not required by generally accepted accounting
principles to be included in a balance sheet. All debts, liabilities, and
obligations incurred after that date were incurred in the ordinary course of
business and are usual and normal in amount both individually and in the
aggregate and the corporation is current on all obligations incurred in the
ordinary course of business.

        2.8     TAX RETURNS AND AUDITS. the Corporation has (i) accurately
prepared and filed when due, with all appropriate governmental agencies, all tax
returns, estimates, reports and statements required to be filed by it, all of
which are true and correct, and (ii) paid, when due and payable as reflected by
such returns, estimates, reports and statements, all requisite income taxes,
sales, use, property and transfer taxes, levies, duties, licenses and
registration fees and charges of any nature whatsoever and worker's compensation
and unemployment taxes, including interest and penalties thereon. The
Corporation has withheld all tax required to be withheld under applicable tax
laws and regulations, and such withholdings have either been paid to the
respective governmental agencies or set aside in accounts for such purpose or
accrued, reserved against and entered upon in the books of the Corporation.
Except as set forth on Schedule 2.8, the Corporation has never had any tax
deficiency proposed or assessed against it and has not executed any waiver or
any statue of limitations on the assessment of collection of any tax.

        2.9     REAL PROPERTY.

                2.9.1   DESCRIPTION. Schedule 2.9.1A to this Agreement is a
complete and accurate legal description of the real property owned by the
Corporation. Schedule 2.91B contains a description of all buildings, fixtures,
and other improvements located on the properties, the current amount of the note
against the properties, and a list of policies of title insurance issued to the
Corporation for these properties.

                2.9.2   ZONING. The real property is in compliance with all
applicable zoning ordinances and consummation of the transactions contemplated
herein will not result in the violation of any applicable zoning ordinance or
termination of any applicable zoning variance now existing. The zoning of the
real property described in Schedule 2.9.1A permits the presently existing
improvements and the continuation of the business presently being conducted on
such parcel. The Corporation has not commenced, nor have the Sellers received
notice of the commencement of, any preceding that would effect the present
zoning classification of any such parcel.

                2.9.3   HAZARDOUS MATERIALS.

                        (a)     The Corporation is and at all times has been in
compliance with all Environmental Laws (as defined below), which compliance
includes, without limitation, the possession by the Corporation of all permits
and other governmental authorizations required under applicable Environmental
Laws to operate a business as currently operated and the Corporation is and at
all times has been in compliance with the terms and conditions thereof. To the
best of the Sellers' knowledge, there are no (i) underground storage tanks
located on the real property described in Schedule 2.9.1A (the "Real Property")
in which any Hazardous Material, as defined below, has been or is being stored,
nor has there been any other storage of Hazardous


                                          5
<PAGE>

Material on the Real Property or any spill, disposal, discharge, or release of
any Hazardous Material into, upon, from, or over the Real Property or into or
upon ground or surface water on the Real Property or any adjacent real property,
(ii) asbestos-containing materials incorporated into the buildings or interior
improvements that are part of that real property, or into other asset of the
Corporation, or (iii) electrical transformer, fluorescent light fixture with
ballasts, or other equipment containing PCVs on that real property.

                        (b)     The Corporation has not received any written
communication, whether from a governmental authority, citizen's group, employee,
consultant or otherwise that alleges that the Real Property is not in full
compliance with the Environmental Laws (as defined below), and there is no
Environmental Claim (as defined below) pending or, to the best of Sellers'
knowledge, threatened against the Corporation.

                        (c)     The following definitions apply for purposes of
this Section 2.9.3:

                                (i)     "Environmental Claims" means any claim,
action, cause of action, investigation or notice by any person or entity
alleging potential liability (including without limitation potential liability
for investigatory costs, cleanup costs, governmental repose costs, natural
resources damages, property damages, personal injuries or penalties) arising out
of, based on or resulting from (A) the presence or release on or from the Real
Property of any Hazardous Material or (B) circumstances forming the basis of any
violation or alleged violation of any Environmental Laws.

                                (ii)    "Environmental Laws" means federal,
state, regional, county or local environmental, health or safety laws,
regulations, ordinances, rules and policies and common law in effect on the date
of this Agreement and on the Closing Date relating to the use, refinement,
handling, treatment, removal, storage, production, manufacture, transportation
or disposal, emissions, discharges, releases or threatened releases of Hazardous
Material, or otherwise relating to protection of human health or the environment
(including without limitation ambient air, surface water, ground water, land
surface or subsurface strata).

                                (iii)   "Hazardous Material" means any hazardous
or toxic substance, material, or waste, any asbestos containing materials and
substances and any substances defined or listed as "hazardous," toxic" or
similarly identified substance or pollutant in or pursuant to applicable
Environmental Law.

        2.10    INVENTORY. The inventories of raw materials, work in process,
and finished goods (collectively called inventories) shown on the Financial
Statements consist of items of a quality and quantity usable ans salable in the
ordinary course of business by the Corporation.  All items included in the
inventories are the property of the Corporation, except for sales made in the
ordinary course of business since the date of the balance sheet; for each of
these sales made in the ordinary course of business since the date of the
balance sheet; for each of these sales, either the purchaser has made full
payment or the purchaser's liability to make payment is reflected in the books
of the Corporation on consignment from others.


                                          6
<PAGE>

        2.11    TRADE NAMES, TRADEMARKS, AND COPYRIGHTS. Schedule 2.11 to this
Agreement is a schedule of all trade names, trademarks, service marks, and
copyrights and their registrations, owned by the Corporation or in which they
have any rights or licenses, together with a brief description of each.  To the
best of Sellers' knowledge, there has been no infringement or alleged
infringement by others of any trade name, trademark, service mark, or copyright.
To the best of Sellers' knowledge, the Corporation has not infringed, and is not
now infringing, on any trade name, trademark, service mark, or copyright
belonging to any other person, firm, or corporation.  Except as set forth in
Schedule 2.11, the Corporation is not a party to any license, agreement, or
arrangement, whether as licensor, licensee, franchisor, franchisee, or
otherwise, with respect to any trademarks, service marks, trade names, and
copyrights necessary for its business such as now conducted (including, without
limitation, those listed in Schedule 2.11), and such use does not, and will not,
conflict with, infringe on, or otherwise violate any rights of others.  The
corporation has the right to sell or assign to Buyer all such trademarks, trade
names, service marks, and all such licenses and other rights and, upon Closing
under this Agreement, all such rights will remain with the Corporation.

        2.12    TITLE TO ASSETS. Schedule 2.12 to this Agreement is a schedule
of all of the Corporation's assets and interest in assets, whether real,
personal, mixed, tangible, or intangible, which constitute all the assets and
interests in assets that are used in the business of the Corporation (the
"Assets").  The Corporation has good and marketable title to the Assets.  All
the Assets are free and clear of restrictions on or conditions to transfer or
assignment, and free and clear of mortgages, liens, pledges, charges,
encumbrances, equities, claims, easements, rights of way, covenants, conditions,
or restrictions, except for (i) those disclosed in the Corporation's Financial
Statements attached to this Agreement, (ii) the lien of current taxes not yet
due and payable; and (iii) possible minor matters that, in the aggregate, are
not substantial in amount and do not materially detract from or interfere with
the present or intended use of any of these assets or materially impair business
operations.  The Corporation is not in default or in arrears in any material
respect under any lease.  All real property and tangible personal property of
the Corporation is in good operating condition and repair, ordinary wear and
tear excepted.  To the best of Sellers' knowledge, no Seller, nor any officer,
director, or employee of the Corporation, nor any spouse, child, or other
relative of any of these persons, owns, or has any interest, directly or
indirectly, in any of the real or personal property owned by or leased to the
Corporation or any copyrights, patents, trademarks, trade names, or trade
secrets licensed by the Corporation.

        3.13    INSURANCE POLICIES. Schedule 2.13 to this Agreement is a
description of all insurance policies under which the Corporation, its business,
employees and properties are insured.  All these policies are in the respective
coverage amounts with the deductibles set forth in Schedule 2.13.  The
Corporation has maintained and now maintains (i) insurance on all its assets and
businesses of a type and in amounts customarily insured, covering property
damage and loss of income by fire or other casualty, and (ii) insurance
protection against all liabilities, claims, and risks against which it is
customary to insure.  Such coverage is not in default on any such policy and
Sellers have no reason to believe that any such policy would not be renewed if


                                          7
<PAGE>

the Corporation desires to do so.  To the knowledge of Sellers, no facts exist
which have been or should be reported under any professional liability insurance
policy covering the Corporation.

        2.14    MATERIAL CONTRACTS. Attached hereto as Schedule 2.14 is a true
and complete list of all material contracts to which the Corporation is a party
or by which the Corporation or any of its property is bound.  The Corporation is
not a party to, nor is the property of the Corporation bound by any
distributor's or manufacturer's representative or agency agreement; any output
or requirements agreement; any agreement not entered into in the ordinary course
of business; any indenture, mortgage, deed of trust, or lease; or any agreement
that is unusual in nature, duration, or amount (including, without limitation,
any agreement requiring the performance by the Corporation of any obligation for
a period of time extending beyond one year from Closing Date or calling for
consideration of more than Five Thousand Dollars ($5,000.00); except the
agreements listed in Schedule 2.14, copies of which have been furnished or made
available to Buyer.  There is no default or event that, with notice or lapse of
time or both, would constitute a default by any party to any of these
agreements.  The Corporation has not received notice that any party to any of
these agreements.  The Corporation is not a party to , nor is the property of
the Corporation, bound by any agreement that is materially adverse to the
businesses, properties, or financial condition of the Corporation.

        2.15    COMPLIANCE WITH LAWS.

                2.15.1  To the best of Seller's knowledge, the Corporation has
complied with all requirements of the Occupational Safety and Health Act and its
California equivalents and regulations promulgated under any such legislation,
the consequences of a violation of which could have a material adverse effect on
their operations, and with all orders, judgments, and decrees of any tribunal
under such legislation that apply to their business or properties.

                2.15.2  To the best of Sellers' knowledge, the Corporation has
complied with, and is not in violation of, any applicable federal, state, or
local statute, law, or regulation (including, without limitation, any applicable
building, zoning, environmental protection, or other law, ordinance, or
regulation) affecting its properties or the operation of its business.

                2.15.3  The Corporation has not received notice of any violation
of any applicable federal, state, or local statute, law or regulation
(including, without limitation, any applicable building, zoning, environmental
protection, or other law, ordinance, or regulation) affecting their properties
or the operation of their business; and to the best of Sellers' knowledge, there
are no such violations.

        2.16    LITIGATION. Except as set forth in Schedule 2.16, there is not
pending, or, to the best of Sellers' knowledge, threatened , any claim, suit,
action, arbitration, or legal, administrative, or other proceeding, or
governmental investigation against or affecting the Corporation, or any of its
business, assets, or financial condition.  The Corporation is not in default
with respect to any order, writ, injunction, or decree of any federal, state,
local, or foreign court, department, agency, or instrumentality.  Except as set
forth in Schedule 2.16, neither the


                                          8
<PAGE>

Corporation nor Sellers are presently engaged in any legal action to recover
moneys due to any of them or damages sustained by any of them.

        2.17    AGREEMENT WILL NOT CAUSE BREACH OR VIOLATION. The consummation
of the transactions contemplated by this Agreement will not result in or
constitute any of the following: (i) a breach of any term or provision of the
Agreement; (ii) a default or an event that, with notice or lapse of time or
both, would be a default, breach, or violation of the articles of incorporation
or bylaws of the Corporation or any lease, license, promissory note, conditional
sales contract, commitment, indenture, mortgage, deed of trust, or other
agreement, instrument, or arrangement to which the Corporation or any Seller is
a party or by which any of them or the property of any of them is bound; (iii)
an event that would permit any party to terminate any agreement or to accelerate
the maturity of any indebtedness or other obligation of the Corporation; or (iv)
the creation or imposition of any lien, charge, or encumbrance on any of the
Assets of the Corporation.

        2.18    AUTHORITY AND CONSENTS. Sellers have the right, power, legal
capacity, and authority to enter into, and perform their respective obligations
under, this Agreement; and no approvals or consents of any persons other than
Sellers are necessary in connection with it.  The execution and delivery of this
Agreement and consummation of the transactions provided for herein will not
require any governmental consent, review or other process, or the consent of any
party to any lease, contracted, agreement or instrument to which the Corporation
is a party or by which any of its assets is bound.

                Sellers have notified the Buyer, and Buyer acknowledges receipt
of notice from the Sellers, of that certain Revision Agreement (Call Dates Added
Fixed Rate) by and among the Corporation and Bank of America National Trust an
Savings Association ("BofA") effective July 1, 1994 ("Revision Agreement") which
provides, in part, that is a beneficial interst in the owner of the porperty is
sold or transferred, note holder may, at its option, declare the entire unpaid
amounts under the Note immediately due and payable.  Sellers have notified BofA
of the proposed sale and BofA has agreed in writing that it will not exercise
its right to accelerate the loan as a consequence of the sale.

        2.19    CORPORATE DOCUMENTS. Sellers have caused the Corporation to
furnish to Buyer for its examination true and complete (i) copies of the
Articles of Incorporation and Bylaws of the Corporation; (ii) the minute books
of the Corporation containing all records required to be set forth of all
proceedings, consents, actions, and meeting of the shareholders and Board of
Directors of the Corporation; (iii) all permits, orders, and consents issued by
the California Commissioner of Corporations with respect to the Corporation, or
any security of either of them , and all applications for such permits, orders,
and consents; and (iv) the stock transfer books of the Corporation setting forth
all transfer books of the Corporation setting forth all transfers of any capital
stock.


                                          9
<PAGE>

        2.20    PERSONNEL.

                2.20.1  IDENTIFICATION AND COMPENSATION. Schedule 2.20.1 is a
list of the names and addresses of all officers, directors and employees of the
Corporation, stating the rates of compensation payable to each.

                2.20.2  EMPLOYMENT CONTRACTS AND BENEFITS. Schedule 2.20.2 to
this Agreement is a list of all emplyment contracts, and all pension,  bonus,
profit-sharing, stock option, or other agreements or arrangements providing for
employee remuneration or benefits to which the Corporation is a party or by
which the Corporation is bound.  True and complete copies of such contracts and
other agreements have been provided to Buyer.  All these contracts and
arrangements are in full force and effect, and neither the Corporation nor, to
the best of Sellers' knowledge, any other party, is in default under them.
There have been no claims of defaults and, to the best of Sellers' knowledge,
there are no facts or conditions that is continued, or on notice, will result in
a default under these contracts or arrangements.  There is no pending or, to the
best of Seller's knowledge, threatened labor dispute, strike, or work stoppage
affecting the Corporation's business.  The Corporation has complied with all
applicable laws for each of its employee benefit plans, including the provisions
of the Employee Retirement Income Security Act (ERISA) if and to the extent
applicable, and has made all required filings and reports under such laws.
There are no threatened or pending claims by or on behalf of any such benefit
plan, by or on behalf of any employee covered under any such plan, or otherwise;
involving any such benefit plan, that allege a breach of fiduciary duties or
violation of other applicable state or federal law, nor is there, to the best of
Sellers' knowledge, any basis of such a claim.  Except as set forth in Schedule
2.20.2, the Corporation has not entered into any severance or similar
arrangement in respect of any present or former employee that will result in any
obligation, absolute or contingent, or Buyer or the Corporation, to make any
payment to any present or former employee following termination of employment.
No employee of the Corporation has ever (i) petitioned for a representation
election; (ii) filed with any governmental authority any claim asserting sexual
harassment, age or racial discrimination or violation of OSHA by the
Corporation, any Seller or any officer, director, employee or agent of Seller.

        2.21    SALES AND EMPLOYMENT TAXES. To the best of Seller's knowledge,
the Corporation has satisfied and paid all sales and use tax and employment
taxes due from the Corporation as a result of the Operation of the Corporation.

        2.22    RELATIONS WITH VENDORS. To the best of Sellers' knowledge, no
vendor intends to alter the terms on which it does business with the
Corporation, cease doing business with the Corporation, or following the
consummation of the transactions contemplated by this Agreement, would not do
business with the Buyer on the same terms and conditions, including credit,
payment and allocation terms, as it currently does business with the
Corporation.

        2.23    FULL DISCLOSURE. None of the representations and warranties made
by Sellers, or made in any certificate or memorandum furnished or to be
furnished by Sellers or on Sellers' behalf, contains or as of the Closing Date
will contain any untrue statement of material fact,


                                          10

<PAGE>

necessary to make the statements made, in the light of the circumstances under
which they were made, not misleading.

     2.24  LIMITATIONS ON REPRESENTATIONS.  The representations and warranties
of Sellers shall be made severally by each Seller only as to that particular
Seller and the extent of liability for each particular Seller shall be limited
to the sales price of each Share, or one-half Share, of stock of the Corporation
sold by that particular Seller pursuant to the terms of this Agreement, I.E.,
$33,000.00 per Share or $16,500 per one-half Share.

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

     As used in this Agreement, "to the best of Sellers' knowledge" shall mean
all matters reflected in any document or files of the Corporation, any Seller or
any of their affiliates and the actual knowledge after due inquiry of the
officers and directors of Seller, including Don Francis, the President of
Seller.


                                      ARTICLE 3
                       REPRESENTATIONS AND WARRANTIES BY BUYER

     Buyer represents and warrants to Sellers that as of the Closing Date:

     3.1  ORGANIZATION, STANDING AND CORPORATE AUTHORITY OF BUYER.  Buyer is a
Delaware corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware, and will have at the Closing Date all
necessary power and authority to acquire the shares of stock of the Corporation.
The execution and delivery of this Agreement and the consummation by Buyer of
the transactions contemplated hereby have been duly authorized, and no further
authorization is necessary on the part of Buyer for such execution, delivery or
performance.

     3.2  AUTHORITY OF BUYER.  Buyer has the right, power, legal capacity and
authority to enter into, and perform the obligations under this Agreement, and
no approvals or consents of any federal, state or local authority or
administrative agency, are necessary to authorize the execution of this
Agreement Buyer or the consummation by Buyer of the transactions
contemplated hereby.


                                          11
<PAGE>

                                       ARTICLE 4
                          SELLERS' OBLIGATIONS BEFORE CLOSING

     Sellers covenant that from the date of this agreement until the Closing:

     4.1  CONDUCT OF BUSINESS IN NORMAL COURSE.  The Corporation will carry on
its respective businesses and activities diligently and in substantially the
same manner as they previously have been carried out and shall not make or
institute any unusual or novel methods of manufacture, purchase, sale, lease,
management, accounting, or operation that vary materially from those methods
used by the Corporation as of the date of this Agreement.

     4.2  PRESERVATION OF BUSINESS AND RELATIONSHIPS.  The Corporation will use
its best efforts, to preserve its business organization intact, to keep
available to the Corporation its present officers and employees, and to
preserve its present relationships with suppliers, customers, and having
business relationships with them.

     4.3  CORPORATE MATTERS.  The Corporation will not (i) amend its Articles of
Incorporation or Bylaws; (ii) issue any shares of its capital stock; (iii) issue
or create any warrants, obligations subscriptions, options, convertible
securities, or other commitments under which any additional shares of its
capital stock of any class might be directly or indirectly authorized, issued,
or transferred from treasury; or (iv) agree to do any of the acts listed above.

     4.4  MAINTENANCE OF INSURANCE.  The Corporation will continue to carry its
existing insurance, subject to variations in amounts required by the ordinary
operations of its business.  At the request of Buyer, and at Buyer's sole
expense, the amount of insurance against fire and other casualties that, at the
date of this Agreement, the Corporation carries on any of its properties or in
respect of its operations shall be increased by the amount or amounts Buyer
shall specify.

     4.5  EMPLOYEES AND COMPENSATION.  The Corporation will not do, or agree to
do, any of the following acts: (i) make any change in compensation payable or to
become payable by the Corporation, to any officer, employee, sales agent, or
representative; (ii) make any change in benefits payable to any officer,
employee, sales agent, or representative under any bonus or pension plan or
other contract or commitment; or (iii) modify any collective bargaining
agreement to which it is a party or by which it may be bound.

     4.6  NEW TRANSACTIONS.  The Corporation will not, without Buyer's written
consent, do or agree to do any of the following acts:

          4.6.1  Enter into any contract, commitment, or transaction not in the
usual and ordinary course of its business; or



                                          12
<PAGE>

          4.6.2  Enter into any contract, commitment, or transaction or series
of transactions in the usual and ordinary course of business involving an amount
exceeding Five Thousand Dollars ($5,000.00), individually, or Twenty-Five
Thousand Dollars ($25,000.00) in the aggregate;

          4.6.3  Make any capital expenditures in excess of Five Thousand
Dollars ($5,000.00) for any single item or Five Thousand Dollars ($5,000.00) in
the aggregate, or enter into any leases of capital equipment or property under
which the annual lease charge is in excess of Five Thousand Dollars ($5,000.00);
or

          4.6.4  Sell of dispose of any capital assets with a net book value
exceeding Five Thousand Dollars ($5,000.00), individually, or Ten Thousand
Dollars ($10,000.00) in the aggregate.

     4.7  DIVIDENDS, DISTRIBUTIONS, AND ACQUISITIONS OF STOCK.  The Corporation
will not:

          4.7.1  Declare, set aside, or pay any dividend or make any
distribution in respect of its capital stock;

          4.7.2  Directly or indirectly purchase, redeem, or otherwise acquire
any shares of its capital stock; or

          4.7.3  Enter into any agreement obligating it to do any of the
foregoing prohibited acts.

     4.8  PAYMENT OF LIABILITIES AND WAIVER OF CLAIMS.  The Corporation will
not do, or agree to do, any of the following acts:  (i) pay any obligation or
liabilities, fixed or contingent, other than current liabilities; (ii) waive or
compromise any right or claim; or (iii) cancel, without full payment, any note,
loan, or other obligation owing to the Corporation.

     4.9  EXISTING AGREEMENT.  The Corporation will not modify, amend, cancel or
terminate any of its existing contracts, or agreements, or agree to do any of
those acts.

     4.10 REPRESENTATIONS AND WARRANTIES TRUE AT CLOSING.  All representations
and warranties of Sellers set forth in this Agreement and in any written
statements delivered to Buyer by Sellers under this Agreement will also be true
and correct as of the Closing Date as if made on that date.

     4.11 WAIVER OF FIRST RIGHT OF REFUSAL.  Each Seller, by execution of the
Agreement, hereby waives any and all rights that the Seller may have for any
Right of First Refusal contained in Article IX of the Bylaws of the Corporation,
and agrees to allow all Sellers to enter into and perform their individual
obligations hereunder without reference to said Right of First Refusal.



                                          13
<PAGE>

                                      ARTICLE 5
                          CONDITIONS TO OBLIGATIONS OF BUYER

     The obligation of Buyer to consummate the transactions set forth herein is
expressly subject to satisfaction of each and every of the following conditions,
any of which may be waived by Buyer:

     5.1  REPRESENTATIONS AND WARRANTIES OF SELLERS.  Except as otherwise
permitted by this Agreement, all representations and warranties of Sellers
contained in this Agreement shall be true and correct in all material respects
on the Closing Date with the same effect as though made at and as of such date.

     5.2  NO MATERIAL CHANGE IN THE CORPORATION.  There shall be no material
adverse change in the Corporation, its assets and liabilities, business,
operations, financial condition or prospects from the time of initial disclosure
of such information to the Buyer to the Closing.

     5.3  COVENANTS OF THE SELLERS.  The Sellers shall have performed or
satisfied all covenants and obligations required by this Agreement to be
performed or satisfied by the Sellers.

     5.4  OPINION OF SELLERS' COUNSEL.  Buyer shall receive from counsel for
Sellers' counsel's opinion dated the Closing Date of a form and substance
satisfactory to Buyer and its counsel that:

          The Corporation is a corporation duly organized, validly existing, in
good standing under the laws of California, and has all necessary corporate
powers to own properties now and then operate its business now operating.

          The authorized capital stock consists of 100 shares of common stock,
no par value, of which 36 shares and no more are issued and outstanding.  All
outstanding shares are validly issued, fully paid, and non-assessable.  There
are no outstanding subscriptions, options, rights, warrants, convertible
securities, or other agreements or commitments obligating the Corporation to
issue or transfer from its treasury any additional shares of its capital stock
of any class.

          This Agreement has been duly and validly authorized and when executed
and delivered by Sellers, it will be valid and binding on each of them and
enforceable in accordance with its terms, except as limited by bankruptcy, and
insolvency laws, and by other laws affecting rights of creditors generally, and
by general principles of equity.

          The execution and delivery of the Agreement, and the consummation of
the transactions contemplated herein, will not violate the terms of the Stock
Purchase Agreement, dated as of May 16, 1997, between Sellers and Westland
Acquisition Company, LLC, and the said Stock Purchase Agreement has been duly
terminated by the Sellers.


                                          14
<PAGE>

          Except as set forth in Schedule 2.16 to this Agreement, in reliance
upon the certificates of officers and counsel's files, and without any effort to
search court indices, such counsel does not know of any suit, action,
arbitration, legal, administrative, or other governmental investigation, pending
or threatened against or affecting the Corporation, or any of its businesses,
properties, or financial condition.

     5.5  DELIVERY OF SHARE CERTIFICATES.  The Sellers shall have delivered
stock certificates for all 36 Shares to the Corporation with such documents
executed by Sellers to transfer ownership of the shares to Buyer.

     5.6  NO CASUALTY.  Prior to the Closing Date, there shall not have occurred
any damage, destruction or loss (whether or not covered by insurance) materially
and adversely affecting the Assets, financial condition, the business operations
or prospects of the Seller.

     5.7  DEEDS AND TITLE POLICIES.  Buyer shall have received from the
Corporation the title insurance policy now in effect, insuring the fee simple
title of Seller to the real property of the Corporation described in Schedule
2.9.1A, subject only to (i) the lien, if any, of current real property taxes,
payment of which is not delinquent; (ii) liens and encumbrances, referred to in
the Financial Statements of the Corporation attached as part of Schedule 2.4;
and (iii) objections and exceptions noted in these title insurance policies that
have been approved in writing by Buyer.

     5.8  EMPLOYMENT AGREEMENTS.  The Buyer shall receive copies of executed
employment agreements between the Corporation and Donald Francis and Virginia
Gardner.


                                      ARTICLE 6
                         CONDITIONS TO OBLIGATIONS OF SELLER

     The obligations of Sellers to consummate the transactions set forth herein
are expressly subject to satisfaction of each and every of the following
conditions, any of which may be waived by Sellers:

     6.1  REPRESENTATIONS AND WARRANTIES OF BUYER.  Except as otherwise
permitted by this Agreement, all representations and warranties of Buyer
contained in this Agreement shall be true and correct in all material respects
on the Closing Date with the same effect as if made at and as of such date.

     6.2  COVENANTS OF THE BUYER.  The Buyer shall have performed or satisfied
all covenants and obligations required by this Agreement to be performed or
satisfied by the Buyer.

     6.3  OPINION OF BUYER'S COUNSEL.  Seller shall receive from counsel for
Buyer counsel's opinion dated the Closing Date of a form of substance
satisfactory to Sellers and their counsel.


                                          15
<PAGE>

     Buyer is a Delaware corporation duly organized, validly existing, in good
standing under the laws of Delaware and California, and has all necessary powers
to perform its obligations under this Agreement and own the shares of stock to
be purchased under this Agreement.

     The Agreement has been duly and validly authorized and when executed and
delivered by Buyer and will be valid and binding on Buyer and enforceable in
accordance with its terms, except as limited by bankruptcy and insolvency laws,
and by other laws affecting rights of creditors generally, and by general
principles of equity.


                                      ARTICLE 7
                         CLOSING DATE AND CLOSING PROCEDURES


     7.1  CLOSING.  The closing of the transaction contemplated herein shall
take place 45 days after this Agreement is executed by Buyer (the "Closing" or
"Closing Date"), at a location mutually agreed upon by the parties, or such
other time and place as the parties may agree.

     7.2  BUYER'S CLOSING OBLIGATIONS.  On the Closing Date, Buyer shall:

          7.2.1  Deliver to Arter & Hadden, as agent for the Sellers, by wire
transfer, the balance of the total Purchase Price.

          7.2.2  Authorize Arter & Hadden to deliver the Per Share Purchase
Price to the Sellers.

          7.2.3  Deliver any other documents, instruments, or agreements called
for hereunder which have not been delivered.

          7.2.4  Deliver the opinion of counsel described in Section 6.3 above.

     7.3  SELLER'S CLOSING OBLIGATIONS.  On the Closing Date, Sellers shall:

          7.3.1  Deliver stock certificates representing 36 shares of Westland
Associates, Inc. with attached Assignments, as required, executed in favor of
Buyer.

          7.3.2  Deliver the Employment Agreement executed by Donald Francis.

          7.3.3  Deliver the Employment Agreement executed by Virginia Gardner.

          7.3.4  Deliver the opinion of counsel described in Section 5.4 above.

          7.3.5  Deliver any other documents, instruments, records,
correspondence, or agreements called for hereunder which have not been
delivered.

          7.3.6  Deliver the letter agreement of BoFA referred to in
Section 2.18 hereof.


                                          16
<PAGE>


     7.4  BROKERS AND FINDERS.  Neither Buyer nor Sellers shall pay any
brokerage or other commission or fee in connection with the sale of the Shares
to Buyer.  Buyer and Sellers hereby indemnify and hold each other free and
harmless from and against all costs and liabilities including, without
limitation, reasonable attorneys' fees and the costs and expenses of litigation,
for causes of action or proceedings which may be instituted by any broker, agent
or finder, licensed or otherwise, claiming through, under or by reason of the
conduct of Buyer or Sellers, respectively, in connection with this transaction.
The foregoing representation and indemnity shall survive the closing of this
transaction.

                                      ARTICLE 8
                   SURVIVAL OF REPRESENTATIONS AND INDEMNIFICATION


     8.1  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION.  All
representations, warranties, covenants and indemnification provisions in this
Agreement or pursuant hereto shall be deemed and construed to be continuing
representations, warranties, covenants and indemnifications which shall survive
the Closing Date and the execution and delivery of all instruments and documents
herein provided for a period of three years.

     8.2  INDEMNIFICATION BY SELLERS.  Sellers agree to indemnify, defend, and
hold harmless Buyer against and in respect of any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries, and
deficiencies, including interest, penalties, and reasonable attorney's fees,
that Buyer shall incur or suffer, that arise, result from, or relate to any
breach of, or failure by Sellers to perform, any of its representations,
warranties, covenants, or agreements in this agreement or in any schedule,
exhibit, or other instrument furnished or to be furnished by Sellers under this
agreement.

          Buyer agrees that prior to settling any indemnified claim, Buyer will
(i) notify Sellers in writing of the nature of the claim, (ii) give Sellers an
opportunity to settle, defend, and/or otherwise dispose of the dispute, and
(iii) give Sellers reasonable access to any and all records and documents
necessary to the resolution of said dispute.

     8.3  INDEMNIFICATION BY BUYER.  Buyer agrees to indemnify, defend, and hold
harmless Sellers against and in respect of any and all claims, demands, losses,
costs, expenses, obligations, liabilities, damages, recoveries, and
deficiencies, including interest, penalties, and reasonable attorneys fees that
Sellers shall incur or suffer, that arise, result from, or relate to any breach
of, or failure by, Buyer to perform, any of its representations, warranties,
covenants, or agreements in this Agreement or in any schedule, exhibit, or other
instrument furnished or to be furnished by Buyer under this Agreement.

          Sellers agree that prior to settling any indemnified claim, Sellers
will (i) notify Buyer in writing of the nature of the claim, (ii) give buyer an
opportunity to settle, defend, and/or otherwise dispose of the dispute, and
(iii) give Buyer reasonable access to any and all records and documents
necessary to the resolution of said dispute.


                                          17
<PAGE>

                                      ARTICLE 9
                                    MISCELLANEOUS

     9.1  TERMINATION.  Any party may terminate this Agreement, without
liability to the other, if the transaction contemplated by this Agreement has
not been consummated as of the closing date set forth in Section 7.1 hereof.
However, none of the Sellers may terminate this Agreement as to the Shares
owned by them if the Buyer elects to close the transaction with respect to
less than all 36 Shares.  In such event, the Total Purchase Price shall be
adjusted to reflect the actual number of Shares being purchased and sold.
Upon the lapse of the Closing Date described in Section 7.1 hereof, the
parties may, but shall have no obligation to, agree to an extension of the
Closing Date.  Any party may also terminate this Agreement on the Closing
Date, without liability to the other, if any bona fide action or proceeding
shall be pending against any party on the Closing Date that could result in
an unfavorable judgment, decree or order that would prevent or make unlawful
the performance of this Agreement, or if any agency of any government shall
have objected at or before the Closing Date to this transaction or any other
action required by or in connection with this Agreement.  In addition, if
either Buyer or Sellers, collectively, are in material default in the due and
timely performance of any of its or their warranties, covenants or agreements
under this Agreement, the non-defaulting party or parties may, on the Closing
Date, give notice of termination of this Agreement.  The notice shall specify
the default or defaults on which the notice is based.  Th termination shall
be effective three business days after the Closing Date, unless the specified
default or defaults have been cured on or before the effective date for
termination.  Termination of this Agreement pursuant to this Section 9.1 will
be deemed to be an order from all parties to Arter & Hadden to immediately
release the funds held in its Trust Account, including accrued interest
thereon, from its client trust account to the Buyer.

     9.2  NOTICES.  All notices, requests, demands and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally, given by prepaid
telegram or mailed first class, postage prepaid, registered or first class,
postage prepaid, registered or certified mail as follows:

          If to Sellers:           To the parties at the addresses set forth on
                                   Schedule 9.2 hereof

            with a copy to:        Kenneth Murphy, Esq.
                                   Arter & Hadden
                                   700 South Flower Street, Suite 3000
                                   Los Angeles, California 90017

          If to Buyer:             Westminster Capital, Inc.
                                   9665 Wilshire Boulevard, Suite M-10
                                   Beverly Hills, California 90212
                                   Attention: Keenan Behrle


                                          18
<PAGE>

            with a copy to:        Richman, Lawrence, Mann, Greene,
                                    Chizever, Friedman & Phillips
                                   9601 Wilshire Boulevard, Penthouse
                                   Beverly Hills, California 90210
                                   Attention: Bruce Greene, Esq.

Each of the foregoing shall be entitled to specify a different address by giving
notice of the aforesaid to the other.

     9.2  ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior or contemporaneous agreements, understandings, negotiations
and discussions, whether oral or written, of the parties in connection with the
subject matter hereof, except as specifically set forth herein and Buyer and
Sellers make no representations and warranties except as provided herein.  No
supplements or modifications or waivers or terminations of this Agreement shall
be binding unless executed in writing by the parties to be bound thereby.  No
waiver of any provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision herein (whether or not similar, nor shall such
waiver constitute a continuing waiver unless otherwise expressly provided.

     9.3  INTERPRETATION.  The parties hereto acknowledge and agree that each
has been given the opportunity to independently review this Agreement with
legal counsel, and/or has the requisite experience and sophistication to
understand, interpret, and agree to the particular language of the provisions
hereof.  In the event of an ambiguity in or dispute regarding the
interpretation of same, the interpretation of this Agreement shall not be
resolved by any rule of interpretation providing for interpretation against
the party who causes the uncertainty to exist or against the draftsman.

     9.4  AUTHORITY.  The undersigned individuals and/or entities executing this
Agreement on behalf of their respective parties represent and warrant that said
individuals are authorized to enter into this Agreement on behalf of such
parties, the appropriate corporate or other resolutions have been passed and
obtained, and that this Agreement shall be binding on same.

     9.5  SCHEDULES.  The documents referred to hereinabove and Schedules
attached hereto are incorporated herein by reference as if set forth in full.

     9.6  FURTHER ASSURANCES.  Each party agrees to execute and deliver such
other documents and instruments and to take such further actions as may be
reasonably necessary to fully carry out the intent and purposes of this
Agreement.

     9.7  HEADINGS.  The headings contained in this Agreement have been inserted
for convenience of reference only and in no way define or limit the scope of
interpretation of this Agreement.

     9.8  COUNTERPARTS; FACSIMILE EXECUTION.  This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all
of which taken together shall constitute one and the same Agreement.  This
Agreement may be executed by



                                          19

<PAGE>

facsimile, provided that each party so executing shall deliver manually executed
copies of the signature page to the other party as soon as practicable
thereafter.

     9.9  ATTORNEYS' FEES.  In the event either party hereto shall commence
legal proceedings against the other to enforce the terms hereof, or to
declare rights hereunder, as the result of a breach of any covenant or
condition of this Agreement, the prevailing party in any such proceeding
shall be entitled to recover from the losing party its costs of suit,
including reasonable attorneys' fees, as may be fixed by the Court.

     9.10 GOVERNING LAW.  This Agreement has been entered into and executed
in the State of California and shall be interpreted in accordance with the
laws of said State with regard to conflicts of law rules.

     9.11 TIME.  Time is of the essence of this Agreement.

     9.12 AUTHORIZATION TO ARTER & HADDEN.  By execution of this Agreement,
each of the Sellers hereby authorizes the law firm of Arter & Hadden to (i)
act as its agent for receipt of the sums described in Sections 1.1.1 and 7.2
of this Agreement, and (ii) remit to each Seller, NET OF COSTS OF SALE, the
Per Share Purchase Price.

     9.13 RATIFICATION.  Each Seller, by execution of this Agreement, hereby
ratifies the termination of the Stock Purchase Agreement between Sellers and
Westland Acquisition Company, LLC, dated as of May 16, 1997.

     IN WITNESS WHEREOF, the parties have executed this Agreement in one or more
counterparts which, taken together, shall constitute one agreement.


                                                       "BUYER"

                                             WESTMINSTER CAPITAL, INC.,
                                             a Delaware corporation



                                             By: /s/ Keenan Behrle
                                                --------------------------------
                                                Printed Name  Keenan Behrle
                                                            --------------------
                                                Title  Exec. V.P.
                                                     ---------------------------



                                          20
<PAGE>

                                      "SELLERS"


Walter R. Nordin, Successor Trustee of
John P. and Patricia Ann Bryant 1980 Trusts
                                                -------------------------------
                                                CAMERON W. LUTHER, Executor
                                                C.H. Wilkins Estate

By /s/ Walter R. Nordin
  -----------------------------------------
  WALTER R. NORDIN, Successor Trustee           -------------------------------
                                                JOHN McCONICA


-------------------------------------------     -------------------------------
LA RUE THOMAS                                   CHARLES McCONICA


-------------------------------------------     -------------------------------
JAMES CROOKER                                   MARTIN JACOBS


-------------------------------------------     -------------------------------
NICHOLAS H. SHAMMAS                             DONALD G. FRANCIS


-------------------------------------------     -------------------------------
IRV WHITE                                       ALAN RUEFF


-------------------------------------------     -------------------------------
EMANUEL WILLIAMS                                PAMELA RUH


-------------------------------------------     -------------------------------
MICHAEL READE                                   WARREN BIGGS


John B. Allen and Carol H. Allen, Trustees,     James E. Brown as Trustee of
the Allen Family Trust U/D/T 9/29/94, as        the JEB-JHB Revocable Trust
the sole and separate property of John B.       U/D/T 6/22/97
Allen

By                                              By
  -----------------------------------------        -----------------------------
  JOHN B. ALLEN, Trustee                           JAMES E. BROWN, Trustee


By
  -----------------------------------------        -----------------------------
  CAROL H. ALLEN, Trustee                          R. PAUL ROBB


                                          21
<PAGE>

/s/ James A. Willinham
-------------------------------------------     -------------------------------
JAMES A. WILLINHAM                              RALPH THORSON


-------------------------------------------     -------------------------------
RAY HOVEY                                       D. WILLIAM BADER


Joseph P. Dallas, Successor Trustee of the      -------------------------------
Jack P. Dallas Trust U/D/T 06/15/82             GUY SCHMIDT


By
  -----------------------------------------     -------------------------------
  JOSEPH P. DALLAS, Trustee                     WARREN A. PERSON


-------------------------------------------     WONDRIES LIVING TRUST
LEWIS SOKOLOW                                   U/D/T 11/11/69


-------------------------------------------
STEPHEN AUTH                                    By
                                                   -----------------------------
                                                   ROBERT R. WONDRIES, Trustee
-------------------------------------------
LOUIS H. FRAHM                                   By
                                                   -----------------------------
                                                   MARILY G. WONDRIES, Trustee

-------------------------------------------     LONGPRE FAMILY TRUST
JAMES B. FINNEY                                 U/D/T 6/30/88


-------------------------------------------     By
IRVEN G. REYNOLDS, JR.                            -----------------------------
                                                  ROBERT R. LONGPRE, Trustee

Kathleen Hoffman & Leo J. & Kathleen            Gwynn G. Bacon and Virginia L.
Hoffman Trust                                   Bacon as Co-Trustees of the
                                                Gwynn G. & Virginia L. Bacon
                                                Living Trust U/D/T 08/30/98

                                                By
                                                   -----------------------------
By                                                 GWYNN G. BACON, Co-Trustee
  -----------------------------------------
  TOM L. HOFFMAN, Trustee
                                                 By
                                                   -----------------------------
                                                   VIRGINIA L. BACON, Co-Trustee


                                          22
<PAGE>

DONALD E. WOOD FAMILY TRUST                     -------------------------------
U/D/T 7/28/87                                   MICHAEL A. PADILLA


                                                -------------------------------
By /s/ Donald E. Wood                           TINA DIANE GRAY CLIPPINGER
  -----------------------------------------
  DONALD E. WOOD, Trustee


James Kresl, as Trustee of the James Kresl
Separate Property Living Trust U/D/T
8/16/91



By
  -----------------------------------------
  JAMES KRESL, Trustee








                                          23