STOCK EXCHANGE AGREEMENT

      Agreement made as of this 24th day of June, 1997 by, between and among:

            WHITESTONE INDUSTRIES,  INC., a Delaware corporation with offices at
            19200 Von Karmen Avenue, Irvine, California 92715 ("Whitestone");

            ROYAL CAPITAL, INC., a New Jersey corporation,  with offices located
            at 75 Claremont Road, Bernardsville, New Jersey 07924 ("Royal");

            PROFORMIX,  INC., a Delaware  corporation with offices located at 50
            Tannery Road, Branchburg, New Jersey 08876 ("Proformix"); and

      WHEREAS,  Whitestone,  a public company,  has authorized and shall file an
Information Statement ("Information  Statement") pursuant to Regulation 14(C) of
the Securities Exchange Act of 1934 authorizing, among other matters, a (i) name
change to Proformix,  Corp.; (ii) reverse split of its outstanding common stock,
$.0001  par value  ("Whitestone  Common  Stock"),  in the ratio of 137 to 1; and
(iii) the  designation  of a series of  Cumulative  Preferred  Stock,  $.001 par
value,  the "Effective  Date" of which  Information  Statement to be on or about
July 18, 1997;

      WHEREAS,  Whitestone, a public company, desires to acquire the outstanding
common  stock of  Proformix,  and  Proformix  is desirous  of being  acquired by
Whitestone,   so  that  the  business  of  Proformix  becomes  the  business  of
Whitestone;

      WHEREAS,  Whitestone  has  reserved  for  issuance and exchange a total of
3,151,335 shares of Whitestone Common Stock,  representing  approximately 90% of
the outstanding  shares of Whitestone  Common Stock,  which will enable existing
Proformix  Shareholders to receive Whitestone common stock in a ratio to be more
particularly described elsewhere herein;


<PAGE>

      WHEREAS,   the  Shareholders  own  all,  or  substantially   all,  of  the
outstanding  shares of Proformix  Common  Stock,  $.001 par value,  and ten (10)
shares of Cumulative Preferred Stock, $.001 par value (collectively,  "Proformix
Stock"); and

      WHEREAS, the Shareholders,  as listed in Exhibit A attached hereto, desire
to assign their  respective  shares of Proformix Stock to Whitestone in exchange
for up to 90% of Whitestone Common Stock;

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

                                    ARTICLE 1

                                TRANSACTION TERMS

      1. Terms. On the basis of the representations,  warranties,  covenants and
agreements  contained  herein,  and subject to the terms and  conditions of this
Agreement:

      1.1 The Shareholders shall sell, assign, transfer and convey to Whitestone
at the Closing  Date (as  hereinafter  deemed) all or  substantially  all of the
issued and  outstanding  shares of Proformix  Stock free and clear of any liens,
pledges,  claims or encumbrances of any nature whatsoever.  On the Closing Date,
the  Shareholders  shall deliver to  Whitestone  certificates  representing  the
Proformix  Stock duly  endorsed  in blank or  accompanied  by stock  powers duly
executed  and in the  name of  Whitestone  in  proper  form  for  transfer  with
signatures  guaranteed as reasonably requested by Whitestone in order to vest in
Whitestone ownership of the Proformix Stock.

      1.2 In consideration of the sale,  transfer,  conveyance and assignment of
the Proformix Stock contemplated herein on the Closing Date:


                                       2
<PAGE>

            (a) Whitestone shall issue and deliver to the Shareholders, or their
      designees,  up to an aggregate of 3,151,335  post-reverse  split shares of
      the  common  stock  of  Whitestone,  in the  ratio  of one  (1)  share  of
      Whitestone  Common Stock for every 3.316897  shares of Proformix,  and one
      share  of  Whitestone  Cumulative  Preferred  Stock  for  every  share  of
      Proformix Cumulative Preferred Stock (sometimes referred to herein as "the
      Exchange.")  All  of  such  Whitestone   Common  Stock  shall  be  validly
      authorized, duly issued, fully paid and non-assessable.  Subsequent to the
      Exchange,  Whitestone will have outstanding a total of 3,500,000 shares of
      Common Stock, and ten shares of Cumulative  Preferred Stock.  Accordingly,
      the Whitestone  Common Stock so issued to the Shareholders  will represent
      up to 90% of Whitestone's outstanding securities.

                                    ARTICLE 2

                                     CLOSING

      2.1 Closing. The Closing contemplated by Article 1 of this Agreement shall
be held on June 24, 1997 at the offices of Proformix at the address first stated
above  upon  satisfaction  and/or  waiver  of the  conditions  set forth in this
Agreement (the "Closing Date").

      2.2 After the Closing Date and from time to time  thereafter,  the parties
to this Agreement shall execute such additional  instruments and take such other
action as  either  party  may  reasonably  request  in order to  effectuate  the
transactions contemplated by this Agreement.

                                    ARTICLE 3

                  REPRESENTATIONS AND WARRANTIES OF WHITESTONE

      Whitestone  represents and warrants to Proformix and the  Shareholders  as
follows:


                                        3

<PAGE>

      3.1 Organization and Standing.

      (a) Whitestone is a corporation  duly organized,  validly  existing and in
good  standing  under the laws of the State of  Delaware  and has all  requisite
power,  qualification and authority,  corporate or otherwise,  to own, lease and
operate its properties and assets and carry on its business as and in the places
where such properties and assets are now owned, leased or operated or where such
business  is now being  conducted.  Whitestone  is in good  standing in each and
every  jurisdiction where its failure to qualify or to be in good standing would
have an adverse effect on its financial  condition,  the conduct of its business
or the  ownership  of its assets.  Annexed  hereto as Schedule  3.1(a) are true,
complete and correct copies of  Whitestone's  certificate of  incorporation  (or
other  charter  document),  by-laws and all  amendments  thereto as presently in
effect,  all corporate  minutes of Board and Shareholders  Meetings for the last
three (3) years and the stock ledger and minute books of Whitestone.

      3.2  Authorization.  Whitestone  has the requisite  power and authority to
execute, deliver and perform this Agreement. All necessary corporate proceedings
of  Whitestone  have been duly taken to authorize  the  execution,  delivery and
performance of this Agreement. This Agreement has been duly authorized, executed
and delivered by Whitestone,  constitutes the legal valid and binding obligation
of Whitestone,  and is enforceable as to Whitestone in accordance with the terms
hereof.

      3.3 No  Further  Action  Needed.  There are no  consents,  authorizations,
approvals,   orders,  licenses,   certificates,   or  permits  of  or  from,  or
declarations or filings with, any federal,  state,  local or other  governmental
authority  or any  court or  other  tribunal  required  by  Whitestone,  for the
execution, delivery and/or performance of this Agreement. No consent of


                                        4

<PAGE>

any party to any contract,  agreement,  instrument, lease, license, arrangement,
or  understanding  to which  Whitestone is a party, or to which it or any of its
properties or assets are subject, is required for the execution, delivery and/or
performance  of this  Agreement  (except as to any such consent of  Whitestone's
Board of  Directors,  which  consent  will be  delivered  to  Proformix  and the
Shareholders  on or prior to the Closing  Date).  The  execution,  delivery  and
performance  of this  Agreement  will not (i)  violate,  result in a breach  of,
conflict  with,  or entitle any party to terminate  or call a default  under any
term of any contract,  agreement,  instrument,  lease, license,  arrangement, or
understanding  whereby  Whitestone  is a party to,  (ii)  violate or result in a
breach  of any  term of the  Certificate  of  Incorporation  (or  other  charter
document) or by-laws of  Whitestone;  (iii)  violate,  result in a breach of, or
conflict with any law, rule,  regulation,  order, judgment, or decree binding on
Whitestone or to which any of its operations, business, properties or assets are
subject;  and/or (iv) cause or give any person grounds to cause (with or without
notice,  the  passage  of time,  or both),  the  maturity  of any  liability  or
obligation  of  Whitestone  to be  accelerated;  nor will it  increase  any such
liability or obligation.

      3.4 Capitalization.

      The authorized  capital stock of Whitestone  consists of 30,000,000 shares
of Common Stock,  $.0001 par value, of which 5,924,320 shares will be issued and
outstanding  as of the Closing  Date;  and (ii)  3,000,000  shares of  Preferred
Stock,  $.001 par value, of which 500,000 shares have been  designated  Series A
Preferred Stock and 100,000 shares of which will be issued and outstanding as of
the Closing Date (the "Outstanding  Stock"). Each Share of the Outstanding Stock
is validly authorized, validly issued and fully paid and non-assessable, has not
been issued and is not owned or held in  violation of any  preemptive  rights of
any stockholder.


                                        5

<PAGE>

There are no  agreements,  voting  trusts  and/or  voting  agreements  among the
shareholders of Whitestone regarding the purchase,  sale and/or voting rights of
any of Whitestone's securities.

      3.5  Lack of  Commitment  to  Issue  Securities.  There  is not  presently
outstanding  (nor is there any  commitment,  plan, or  arrangement to issue) any
options,  warrants or other  rights  calling  for the  issuance of any shares of
common stock or other  securities of  Whitestone or any other  security or other
instrument  convertible into,  exercisable for or exchangeable for securities of
Whitestone.

      3.6  Financial  Condition.  Annexed  hereto as  Schedule  3.6 are true and
complete (i) audited  consolidated  balance sheets of Whitestone for each of the
last three fiscal years ended  December 31, 1996,  1995 and 1994 and the related
audited  consolidated  statement of income and cash flows of Whitestone together
with  all  related  notes   thereto,   accompanied  by  the  report  thereon  of
Whitestone's auditors  (collectively the "Financial  Statements");  and (ii) the
unaudited  balance  sheet of  Whitestone  as of March 31,  1997 and the  related
unaudited  statements  of income and cash flow,  together with all related notes
thereto (collectively referred to herein as the "Interim Financial Statements").
The Financial  Statements and the Interim Financial Statements (i) were prepared
in  accordance  with  the  books of  account  and  other  financial  records  of
Whitestone,  (ii) present fairly the financial condition,  results of operations
and cash flows of Whitestone as of the dates thereof and for the periods covered
thereby,  (iii) have been  prepared in  accordance  with United  States  general
accepted  accounting  principles ("GAAP") applied on a basis consistent with the
past practices of Whitestone and (iv) include all adjustments  (consisting  only
of normal recurring accruals) that are necessary for a fair presentation of the


                                        6

<PAGE>

financial  condition of Whitestone,  the results of operations and cash flows of
Whitestone as of the dates thereof or for the periods covered thereby.

      3.7 Lack of Material Changes.  Except as set forth on Schedule 3.7 annexed
hereto,  or as otherwise  provided  pursuant to this Agreement,  since March 31,
1997 (the most recent financial statement date):

            (a) There has not been any change having a "material adverse effect"
      on  Whitestone.  The  term  "material  adverse  effect",  as  used in this
      Agreement,  means any  circumstance,  change,  event,  transaction,  loss,
      failure, effect or other occurrence that is, or is reasonably likely to be
      materially adverse to the business, operations,  properties (including any
      intangible  properties),   condition  (financial  or  otherwise),  assets,
      liabilities, results of operations or prospects of Whitestone.

            (b) Whitestone has not (i) authorized,  declared,  paid, or effected
      any  dividend  or  liquidating  or other  distribution  in  respect of its
      capital  stock or any direct or indirect  redemption,  purchase,  or other
      acquisition  of any such  stock;  (ii)  declared  or  effected  any  split
      (forward  or  reverse)  of  its  securities;   and/or  (iii)  amended  its
      Certificate of Incorporation or Bylaws, other than as contemplated here by
      and necessary to effectuate the transactions contemplated hereby.

            (c) The operations and business of Whitestone have been conducted in
      all respects only in the ordinary course.

            (d) Whitestone has not mortgaged,  sold, agreed to sell,  pledged or
      subjected to lien or other encumbrance any of its respective assets.


                                        7

<PAGE>

            (e)  Whitestone has not suffered an  extraordinary  loss (whether or
      not covered by insurance) or waived any right of substantial value.

            (f) There has not been any  strike,  lockout,  labor  trouble or any
      similar  event or condition of any  character  which would have a material
      adverse effect on Whitestone.

            (g) There has not been any increase in the compensation  payable, or
      to  become  payable  by  Whitestone  to any of  its  respective  officers,
      employees or agents,  or any known payment or arrangement  made to or with
      any of such persons.

            (h)  Whitestone  has not made any change in its method of accounting
      or accounting practice or policy, other than changes required by GAAP.

            (i) Whitestone has not agreed,  whether in writing or otherwise,  to
      take any of the actions  specified in this  Article 3.7,  except for those
      contemplated by this  Agreement.  

      (b)  There is no fact  known to  Whitestone  which  will  have a  material
adverse  effect,  or in the future (as far as Whitestone can foresee) may have a
material  adverse  effect on the assets,  liabilities,  or future  prospects  of
Whitestone  which has not been disclosed in this Agreement;  provided,  however,
that  Whitestone  expresses no opinion as to  political  or economic  matters of
general applicability.

      3.8 Absence of Undisclosed Liabilities. As of the Closing Date, Whitestone
will  have no  liabilities  or  obligations  of any  nature  (whether  absolute,
accrued,  contingent, or otherwise) including without limitation liabilities for
federal, state, local, or foreign taxes,  liabilities to customers or suppliers,
direct or indirect,  claims, losses,  damages,  deficiencies (including deferred
income  tax and  other  net tax  deficiencies),  costs,  expenses,  obligations,
guarantees, or


                                        8

<PAGE>

responsibilities,  whether accrued,  absolute, or contingent,  known or unknown,
fixed or unfixed, liquidated or unliquidated, secured or unsecured.

      3.9 Taxes.  The term "Tax" or "Taxes" as used in this Agreement  means all
income, gross receipts, sales, use, transfer,  employment,  franchise,  profits.
property,  excise or other similar taxes,  estimated import duties,  fees, stamp
taxes  and  duties,  value  added  taxes,  assessments  or  charges  of any kind
whatsoever  (whether  payable  directly or by  withholding),  together  with any
interest and penalties,  additions to tax or additional  amounts  imposed by any
taxing authority with respect thereto.

            (a)  (i)  there  is not  pending  nor,  to  the  best  knowledge  of
      Whitestone,  is  there  any  threatened  actions  or  proceedings  for the
      assessment or collection  of Taxes against  Whitestone;  (ii) there are no
      Tax liens on any  assets of  Whitestone;  (iii)  there are no  outstanding
      waivers or agreements extending the statute of limitations with respect to
      any Tax to which Whitestone may be subject;  (iv) there are no outstanding
      requests for  information  made by a taxing  authority to Whitestone;  (v)
      Whitestone  has not been  advised by any taxing  authority of any proposed
      reassessments  of the value (or other Tax base) of any  property  owned by
      Whitestone  that could  increase  the  amount of a  property  Tax to which
      Whitestone  would be subject;  (vi)  Whitestone  has made all  payments of
      estimated  Taxes required to be made under the Code and all state or local
      Tax provisions;  and (vii) no power of attorney that is currently in force
      has been granted  with respect to any matter  relating to Taxes that could
      affect Whitestone.


                                        9

<PAGE>

            (b)  Reserves and  allowances  have been  provided on the  Financial
      Statements that are adequate to satisfy all material Liabilities for Taxes
      relating  to  Whitestone  for periods  through the date of such  financial
      statements (without regard to the materiality thereof).

      3.10 Litigation and Claims.

      (a)   There   is  no   litigation,   arbitration,   claim,   governmental,
administrative,  regulatory  or other  proceeding  or  investigation  (formal or
informal)  pending,  threatened,  or in process (or any basis therefore known to
Whitestone)  with  respect  to  Whitestone,   any  transaction  in  Whitestone's
securities, the transactions contemplated by this Agreement, or any other matter
related to Whitestone other than as described in Schedule 3.7. Whitestone is not
in  violation  of, or in default  with  respect to, any law,  rule,  regulation,
order,  judgment,  or decree; nor is any action required to be taken in order to
avoid such  violation or default.  There are no judgments,  citations,  fines or
penalties  heretofore  asserted against  Whitestone under any federal,  state or
local laws which remain unpaid or which otherwise bind the assets of Whitestone.

      (b) Whitestone has not received any correspondence,  notices, requests for
Wells submissions  and/or documents from the Securities and Exchange  Commission
("SEC")  alleging  that  (i)  Whitestone  is not in  compliance  with any of the
reporting  obligations  of the Securities Act of 1933, as amended (the "Act") or
the Securities and Exchange Act of 1934 (the "Exchange  Act");  and/or that (ii)
Whitestone has or may have violated any provision of the Act and/or the Exchange
Act.

      (c)  All  securities  issued  by  Whitestone  in  1997  and  1996  were in
compliance with the provisions of the Act.


                                       10

<PAGE>

      3.11 Lack of  Restrictions.  Whitestone  does not  presently  maintain any
offices or business  locations.  Accordingly,  no real property  owned,  leased,
licensed,  or used by Whitestone  lies in the area which is, or to the knowledge
of Whitestone  will be,  subject to zoning,  use, or building  code  restriction
which would  prohibit,  and no state of facts relating to the actions of another
person or entity or its  ownership,  leasing,  licensing,  or use of any real or
personal  property  exists or will exist  which  would  prevent,  the  continued
effective  ownership,  leasing,  licensing,  or use of such real property in the
business  in  which  Whitestone  is  engaged  or  the  business  in  which  they
contemplate engaging.

      3.12 Contracts and Shareholders Units.

      (i) There are no outstanding  contracts  ("Contracts") to which Whitestone
is a  party.  

      (ii) Annexed hereto as Schedule 3.12 is a certified  copy of  Whitestone's
Shareholders'

List as of June 9, 1997.

      (iii)  Whitestone is not a party to or bound by any  contract,  agreement,
instrument,  lease, license,  arrangement,  or understanding,  or subject to any
charter or other restriction.

      3.13  Leases.  Whitestone  is not a party to any leases  and/or  subleases
("Leases").

      3.14 Capital  Projects.  As of the date of this Agreement,  Whitestone has
not undertaken any capital projects.

      3.15 Environmental Laws

      (i) (a) The Assets and all  real  property  utilized by  Whitestone  have,
              and  continue to be, owned and operated by  Whitestone in material
              compliance with all applicable Evironmental Laws.


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<PAGE>


          (b)  Whitestone  has not received  notice of any pending or threatened
               claims,  complaints or requests for  information  with respect to
               any alleged violation of any Environmental Laws.

          (c)  there  have  been no  material  releases,  as  defined  under any
               Environmental  Laws, of any Hazardous  Substance  with respect to
               any properties owned and/or operated by Whitestone.

          (d)  Whitestone has been issued and is in material compliance with all
               permits,  certificates,   approvals,   licenses,   registrations,
               orders,  administrative  consent orders any other authorizations,
               approvals or consents relating to Environmental Laws or Hazardous
               Substances necessary for the operation of its businesses.

          (e)  Whitestone  has not  received  notice that any of its  respective
               properties  are listed or proposed  for  listing in the  National
               Priorities List created pursuant to CERCLA or on the CERCLIS,  or
               any  similar  state  list of  sites  requiring  investigation  or
               cleanup.

          (f)  There  are  no  polychlorinated  biphenyls  (other  than  may  be
               contained in electrical transformers which are labeled,  operated
               and  maintained  in  accordance  with all  Environmental  Law) or
               asbestos-containing  materials  present at any of the  properties
               owned and/or operated by Whitestone.

          (g)  Whitestone  has not  received  notice of  pending  or  threatened
               claims with respect to any  Properties  owned and/or  operated by
               Whitestone, whether


                                       12

<PAGE>

               or not the subject of any indemnity,  under any Environmental Law
               or involving any Hazardous Substances.

     (ii) As  used  in   the   preceding  paragraph   and   elsewhere  in   this
          Agreement the following terms shall have the following meanings:

          (a)  Environmental  Laws means any  federal,  state or local  statute,
               code, ordinance,  rule, regulation,  permit,  consent,  approval,
               license, judgment, order, writ, judicial decision, decree, agency
               interpretation,  injunction or other authorization or requirement
               whenever promulgated, issued, or modified, relating to:

                    (A)  emissions,  discharges,  spills,  release or threatened
               releases  of  pollutants,   contaminants,  Hazardous  Substances,
               materials containing Hazardous Substances,  or hazardous or toxic
               materials or wastes into ambient air, surface water, groundwater,
               watercourses,   publicly  or  privately  owned  treatment  works,
               drains, sewer systems, wetlands, septic systems or onto land;

                    (B)  the  use,  treatment,   storage,  disposal,   handling,
               manufacturing,   transportation,   or   shipment   of   Hazardous
               Substances,   materials   containing   Hazardous   Substances  or
               hazardous and/or toxic wastes, material,  products or by-products
               (or of equipment or apparatus containing Hazardous Substances) as
               defined in or regulated  under the  following  statutes and their
               implementing regulations:  the Hazardous Materials Transportation
               Act, 49 U.S.C. 1801 et seq, the Resource Conservation


                                       13

<PAGE>

               and  Recovery  Act,  42  U.S.C.  6901 _ seq.,  the  Comprehensive
               Environmental Response, Compensation and Liability Act, 42 U.S.C.
               16 ss.ss.  et seq.  ("CERCLA"),  The Clean  Water Act,  33 U.S.C.
               ss.ss.1251,  The Clean  Air Act,  42  U.S.C.  ss.ss.7401  et seq,
               and/or the Toxic Substances Control Act, 15 U.S.C.  ss.ss.2601 et
               seq., each as amended from time to time; or

          (b)  Hazardous  Substances  means (A) hazardous  materials,  hazardous
               wastes and hazardous substances as defined or regulated under any
               Environmental  Laws,  (B)  any  mixtures,  blends,  compounds  or
               liquids  containing any hazardous  substances in any proportions,
               (C) petroleum and petroleum  products including crude oil and any
               fractions  thereof,   (D)  asbestos  and/or  any  material  which
               contains  any  hydrated  mineral  silicates,  whether  friable or
               non-friable, (E) PCBs, or PCB-containing materials or fluids, (F)
               any other  hazardous  radioactive,  toxic or  noxious  substance,
               material,  pollutant,  or solid, liquid or gaseous waste, and (G)
               any  substance  with  respect to which a federal,  state or local
               agency  requires  environmental   investigation,   monitoring  or
               remediation.   

          (c)  CERCLA  has  the  meaning   specified   in  the   definition   of
               "Environmental Laws"

          (d)  CERCLlS  means  the   Comprehensive   Environmental   Responsive,
               Compensation and Liability Information System, 42 U.S.C. 9616(a).


                                       14

<PAGE>

      3.16 Compliance with Laws. No permits, licenses, orders, certificates, and
approvals (collectively  "Licenses") of all federal, state or local governmental
regulatory  bodies are  required for  Whitestone  to conduct its  businesses  as
presently conducted.

      3.17 ERISA Matters and Employees.  Whitestone has no employees and has not
contributed to any pension, profit sharing, option, other incentive plan, or any
other type of employee  benefit plan (as defined in Section 3(3) of the Employee
Retirement  Income  Security  Act of 1974),  or any  obligation  to or customary
arrangement  with employees for bonuses,  incentive  compensation,  or severance
pay.  Annexed  hereto as Schedule 3.17 is a list  detailing the name and current
salary (or rate of pay) and other  compensation  now paid by  Whitestone to each
employee of Whitestone,  if applicable,  including a description of any increase
scheduled to be effective after the date of this Agreement.

      3.18 Insurance.  Whitestone has no outstanding  insurance  policies of any
kind. 

      3.19 Labor Disputes. Whitestone is not a party to any union representation
or labor  contract.  Whitestone has not received any notice from any labor union
or group of employees that such union or group  represents or believes or claims
it represents or intends to represent any of their employees;  no strike or work
interruption  by  any  of  their  employees  is  planned,  under  consideration,
threatened or imminent;  and  Whitestone has not made any loan or given anything
of  value,  directly  or  indirectly,   to  any  officer,   official,  agent  or
representative  of any  labor  union or group of  employees.  Whitestone  is not
delinquent  in  payments  to any of  its  employees  for  any  wages,  salaries,
commissions,  bonuses or other direct compensation for any services performed by
them to the date hereof or amounts  required to be reimbursed to such employees.
In the event of termination of the employment of any said employees,  Whitestone
will not by reason of


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<PAGE>

anything  done prior to the Closing Date be liable to any of said  employees for
"severance  pay" or any other  payments.  Whitestone is in  compliance  with all
federal, state and local laws and regulations  respecting labor,  employment and
wages and hours;  and there is no unfair labor practice  complaint  against them
pending before the National  Labor  Relations  Board or any comparable  state or
local agency.

      3.20 Assets and Liabilities. As of the Closing Date, Whitestone shall have
no significant assets. As of the Closing Date,  Whitestone shall have absolutely
no liabilities.

      3.21 Validity of Contemplated  Transactions.  The execution,  delivery and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated  hereby (i) have been duly approved by the unanimous consent of the
Board of Directors of Whitestone;  (ii) do not and will not contravene,  violate
and/or result in a breach or default under any provision of the  Certificate  of
Incorporation or Bylaws of Whitestone  which are in effect;  (c) do not and will
not violate, are not in conflict with, and do not constitute a default under, or
cause the acceleration of any payments pursuant to, or otherwise impair the good
standing,  validity,  or  effectiveness  of any  material  agreement,  contract,
license, indenture, instrument, lease, or mortgage, or subject Whitestone or any
of their assets to any indenture,  mortgage, contract, commitment, or agreement,
other  than  this  Agreement,  to which  they are a party or by which any of the
assets are bound;  and (d) do not violate any material  provision of law,  rule,
regulation, order, permit, or license to which Whitestone is subject.

      3.22 Questionable  Payments.  Neither Whitestone,  any director,  officer,
agent,  employee,  nor other person  associated with or acting on behalf of such
entities or  individuals  has,  directly or  indirectly:  (i) used any corporate
funds for unlawful contributions, gifts,


                                       16

<PAGE>

entertainment,  or other  unlawful  payment to foreign or domestic  governmental
officials  or  employees  or to  foreign  19 or  domestic  political  parties or
campaigns  from  corporate  funds;  (ii)  violated any  provision of the Foreign
Corrupt  Practices Act of 1977; (iii)  established or maintained any unlawful or
unrecorded  fund of  corporate  monies or other  assets;  (iv) made any false or
fictitious  entry on the books or  records  of  Whitestone;  (v) made any bribe,
rebate,  payoff,  influence payment,  kickback,  or other unlawful payment; (vi)
given any favor or gift which is not deductible for federal income tax purposes;
and/or  (viii)  made any  bribe,  kickback,  or other  payment  of a similar  or
comparable  nature,  whether lawful or not, to any person or entity,  private or
public,  regardless of form, whether in money,  property, or services, to obtain
favorable treatment in securing business or to obtain special concessions, or to
pay for  favorable  treatment  for business  secured or for special  concessions
already obtained.

      3.23  Directors and  Officers.  A true and complete list as of the date of
this Agreement indicating  Whitestone's directors and officers, each of whom has
been duly elected is as follows:

           Name                           Title
           ----                           -----

           Donald R. Yu                   President, Secretary & Director
           George Ehoo                    Director
           Marianne Rossi                 Director

      3.24 Patents. Trademarks.  Intangibles. Whitestone does not own or license
or  have  pending  any  patents,  patent  applications,   trademark,   trademark
applications,   trade  name,  service  mark,  copyright,   franchise,  or  other
intangible property or asset.

      3.25 Securities Filings. The Common Stock of Whitestone is registered with
the United States Securities and Exchange Commission ("SEC") pursuant to Section
12(g) of the Securities  Exchange Act of 1934 ("Exchange  Act").  The Company is
not current with respect


                                       17

<PAGE>

to its filing obligations to the Commission as a reporting company. It has filed
all  required  reports  but for Forms  10-QSB for the  quarterly  periods  ended
September  30,  1996 and March 31,  1997,  and Form  10-KSB  for the year  ended
December 31, 1996.  Whitestone has not received  notification  from the SEC, the
National  Association  of Securities  Dealers Inc.  and/or any state  securities
bureaus  that  any  investigation  (informal  or  formal),  inquiry  or claim is
pending,  threatened or in process against  Whitestone and/or relating to any of
Whitestone's securities

      3.26   Veracity   of   Statements.   Neither   this   Agreement   nor  the
representations  and  warranties  by  Whitestone  contained  herein  or  in  any
documents,  instruments,  certificates or schedules furnished pursuant hereto or
in connection  with the  transactions  contemplated  hereby  contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements or facts contained herein and therein not misleading. There is no
fact  which has a  material  adverse  effect,  or which in the future may have a
material  adverse  effect (to the  knowledge  of  Whitestone)  on the  business,
operations,  affairs,  condition or prospects of  Whitestone,  its assets or its
business which has not been set forth in this Agreement,  provided  however that
Whitestone  expresses no opinion as to political or economic  matters of general
applicability.

                                    ARTICLE 4

                   REPRESENTATIONS AND WARRANTIES OF PROFORMIX

      Proformix represents and warrants to Whitestone as follows:

      4.1 Organization and Standing.  Proformix is a corporation duly organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and has all requisite


                                       18

<PAGE>

power,  qualification and authority,  corporate or otherwise,  to own, lease and
operate its properties and assets and carry on its business as and in the places
where such properties and assets are now owned, leased or operated. Proformix is
in good standing in each and every  jurisdiction where its failure to qualify or
to be in good standing would have an adverse effect on its financial  condition,
the conduct of its business or the  ownership of its assets.  Annexed  hereto as
Schedule 4.1 are true, complete and correct copies of Proformix's certificate of
incorporation (or other charter document), by-laws and all amendments thereto as
presently in effect,  all corporate  minutes of Board and Shareholders  Meetings
and the stock ledger and minute books of Proformix.

      4.2 Authorization.  Proformix  possesses the requisite power and authority
to  execute,  deliver  and  perform  this  Agreement.  All  necessary  corporate
proceedings  of  Proformix  have been duly  taken to  authorize  the  execution,
delivery  and  performance  of this  Agreement.  This  Agreement  has been  duly
authorized, executed and delivered by Proformix, constitutes the legal valid and
binding obligation of Proformix, and is enforceable in accordance with the terms
hereof.

      4.3 No Further Action Needed. No consent, authorization,  approval, order,
license,  certificate,  or permit of or from, or declaration or filing with, any
federal,  state,  local or other  governmental  authority  or any court or other
tribunal  is  required  by  Proformix,   for  the  execution,   delivery  and/or
performance  of  this  Agreement.  No  consent  of any  party  to any  contract,
agreement,  instrument,  lease, license,  arrangement. or understanding to which
Proformix  is a party,  or to which it or any of its  properties  or assets  are
subject,  is required for the  execution,  delivery  and/or  performance of this
Agreement. The execution, delivery and


                                       19

<PAGE>

performance  of this  Agreement  will not (i)  violate,  result in a breach  of,
conflict  with,  or entitle any party to terminate  or call a default  under any
term of any contract,  agreement,  instrument,  lease, license,  arrangement, or
understanding  to which  Proformix is a party to, or (ii) violate or result in a
breach  of any  term of the  Certificate  of  Incorporation  (or  other  charter
document)  or by-laws of  Proformix;  (iii)  violate,  result in a breach of, or
conflict with any law, rule,  regulation,  order, judgment, or decree binding on
Proformix or to which any of its respective operations,  business, properties or
assets are subject;  and/or (iv) cause or give any person grounds to cause (with
or without notice,  the passage of time, or both), the maturity of any liability
or  obligation  of Proformix to be  accelerated  or which will increase any such
liability or obligation.

      4.4 Capitalization.

      The  authorized  capital  stock of  Proformix  consists of (i)  10,000,000
shares,  $.001 par value,  of Common Stock, of which  10,452,655  shares will be
issued and  outstanding  prior to the Exchange;  (ii) 2,500 shares of Cumulative
Preferred  Stock,  $.001  par  value,  of which 10  shares  will be  issued  and
outstanding  prior to the  Exchange;  and  (iii)  2,500  shares  of  Convertible
Preferred Stock  (collectively  the "Outstanding  Stock") of which no shares are
outstanding.  Each Share of the  Outstanding  Stock is or will be when exchanged
hereunder, validly authorized, validly issued and fully paid and non-assessable,
has or will not have been  issued and is not owned or held in  violation  of any
preemptive  rights of any  stockholder.  There are no agreements,  voting trusts
and/or  voting  agreements  among the  Shareholders  of Proformix  regarding the
purchase, sale and/or voting of any of Proformix's securities.


                                       20

<PAGE>

      4.5 Lack of  Commitment  to Issue  Securities.  Other than as set forth in
Schedule 4.5, there is not presently  outstanding  (nor is there any commitment,
plan, or arrangement to issue) any options, warrants or other rights calling for
the  issuance of any shares of common  stock or  securities  of Proformix or any
other  security  or  other  instrument  convertible  into,  exercisable  for  or
exchangeable for securities of Proformix.

      4.6  Financial  Condition.  Annexed  hereto as  Schedule  4.6 are true and
complete (i) audited  consolidated  balance  sheets of Proformix for each of the
last three fiscal years ended  December 31, 1996,  1995 and 1994 and the related
audited  consolidated  statement of income and cash flows of Proformix  together
with all related notes thereto, accompanied by the report thereon of Proformix's
auditors  (collectively  the  "Financial  Statements");  and (ii) the  unaudited
balance  sheet of  Proformix  as of April  30,  1997 and the  related  unaudited
statements  of income and cash flow,  together  with all related  notes  thereto
(collectively  referred to herein as the "Interim  Financial  Statements").  The
Financial  Statements and the Interim Financial  Statements (i) were prepared in
accordance with the books of account and other  financial  records of Proformix,
(ii) present  fairly the financial  condition,  results of  operations  and cash
flows of Proformix as of the dates thereof and for the periods covered  thereby,
(iii) have been  prepared in  accordance  with United  States  general  accepted
accounting  principles  ("GAAP")  applied  on a basis  consistent  with the past
practices of  Proformix  and (iv) include all  adjustments  (consisting  only of
normal  recurring  accruals) that are necessary for a fair  presentation  of the
financial  conditions of Proformix,  the results of operations and cash flows of
Proformix as of the dates thereof or for the periods covered thereby.


                                       21

<PAGE>

      4.7 Lack of Material Changes.  Except as set forth on Schedule 4.7 annexed
hereto, since April 30, 1997 (the most recent Interim Financial Statement date):

          (a) There has not been any change having a "material  adverse  effect"
     on  Proformix.  The  term  "material  adverse  effect",  as  used  in  this
     Agreement,  means  any  circumstance,  change,  event,  transaction,  loss,
     failure,  effect or other occurrence that is, or is reasonably likely to be
     materially adverse to the business,  operations,  properties (including any
     intangible  properties),   condition  (financial  or  otherwise),   assets,
     liabilities, results of operations or prospects of Proformix.

          (b) Proformix has not (i) authorized,  declared, paid, or effected any
     dividend or  liquidating  or other  distribution  in respect of its capital
     stock or any direct or indirect redemption,  purchase, or other acquisition
     of any such stock; (ii) declared or effected any split (forward or reverse)
     of its securities; and/or (iii) amended its Certificate of Incorporation or
     Bylaws other than as required to consummate the  Transactions  contemplated
     hereby.

          (c) The  operations  and business of Proformix  have been conducted in
     all respects only in the ordinary course.

          (d)  Proformix has not  mortgaged,  sold,  agreed to sell,  pledged or
     subjected to lien or other  encumbrances,  any of its  material  assets (as
     hereinafter defined).

          (e) Proformix has not suffered an  extraordinary  loss (whether or not
     covered by insurance) or waived any right of substantial value.


                                       22

<PAGE>

          (f) Proformix has not sold or  transferred  any of its assets having a
     book value of $5,000 or more or canceled  any debts or claims,  except,  in
     each case, in the ordinary course of business.

          (g)  Proformix  has not  issued  any common  stock,  preferred  stock,
     capital  stock,  bonds,  warrants,  options,  rights or any  other  form of
     corporate   securities,   other  than  as  necessary  to   effectuate   the
     Transactions contemplated hereby.

          (h) There  has not been any  strike,  lockout,  labor  trouble  or any
     similar  event or condition of any  character  which,would  have a material
     adverse effect on Proformix.

          (i) There has not been any increase in the compensation  payable or to
     become payable by Proformix to any of its respective officers, employees or
     agents,  or any known  payment or  arrangement  made to or with any of such
     persons.

          (j)  Proformix  has not made any change in the method of accounting or
     accounting  practice  or  policy  used by  Proformix.  other  than  changes
     required by GAAP.

          (k)  Proformix  has not made any  material  changes  in the  customary
     methods  of  operations  of  Proformix,  including  practice  and  policies
     relating to purchasing, inventory, marketing, selling or pricing.

          (l) Proformix has not merged with,  been merged with or entered into a
     consolidation with or acquired (by purchase, merger,  consolidation,  stock
     acquisition or otherwise) a substantial portion of the assets of any entity
     or  otherwise  acquired  assets  other  than in the  ordinary  costs and in
     accordance with past practices.

          (m) Proformix has not agreed, whether in writing or otherwise, to take
     any  of  the  acts  specified  in  this  Article  4.7,   except  for  those
     contemplated by this Agreement.


                                       23

<PAGE>

          (n) There is no fact  known to  Proformix,  which will have a material
     adverse  effect or in the future (as far as Proformix can foresee) may have
     a  material  adverse  effect  on  the  financial   condition,   results  of
     operations,  business, properties, assets, liabilities, or future prospects
     of Proformix  which has not been  disclosed to Whitestone and Royal in this
     Agreement;  provided,  however  that  Proformix  expresses no opinion as to
     political or economic matters of general applicability.

      4.8 Absence of Undisclosed Liabilities.

      (a) Except as set forth on Schedule 4.8(a) annexed  hereto,  Proformix has
no  liabilities  or  obligations  of  any  nature  (whether  absolute,  accrued,
contingent,  or otherwise) including without limitation liabilities for federal,
state,  local,  or  foreign  taxes,  judgments,   liabilities  to  customers  or
suppliers, direct or indirect, claims, losses, damages,  deficiencies (including
deferred  income  tax  and  other  net  tax  deficiencies),   costs,   expenses,
obligations,  guarantees,  or responsibilities,  whether accrued,  absolute,  or
contingent,  known or unknown,  fixed or unfixed,  liquidated  or  unliquidated,
secured or unsecured,  (hereinafter  collectively  referred to as "Liabilities")
other than the following:

     (i)  Liabilities  for which full provision and disclosure have been made on
          the Interim  Financial  Statements  dated April 30, 1997 and have been
          incurred  in the  ordinary  course  of  business  and  which  are  not
          inconsistent  with the  representations  and  warranties  of Proformix
          contained in this Agreement or any other provisions of this Agreement,
          or which do not individually exceed $5,000 and in the aggregate exceed
          $10,000.


                                       24

<PAGE>

      4.9 Taxes.  The term "Tax" or "Taxes" as used in this Agreement  means all
income, gross receipts, sales, use, transfer,  employment,  franchise,  profits,
property,  excise or other similar taxes,  estimated import duties,  fees, stamp
taxes  and  duties,  value  added  taxes,  assessments  or  charges  of any kind
whatsoever  (whether  payable  directly or by  withholding),  together  with any
interest and penalties,  additions to tax or additional  amounts  imposed by any
taxing authority with respect thereto.

          (a) (i)(A) All  material  returns  and  reports in respect of federal,
     local,  state and/or local Taxes ("Tax Returns" or "Return") required to be
     filed with respect to Proformix  (including the consolidated federal income
     Tax  Returns  and state and local  income or  franchise  Tax  Returns  that
     include  Proformix  or any of its  Subsidiaries  (hereinafter  collectively
     referred to in this section as "Proformix") on a consolidated, combined, or
     unitary  ("combined"  basis) have been timely filed; (B) all Taxes shown to
     be payable on such Returns or otherwise  due,  and all  assessments  of Tax
     made against  Proformix  with respect to such Returns,  have been paid; (C)
     all such Returns are true, correct,  and complete in all material respects,
     and (D) no adjustment  relating to such Returns has been proposed  formally
     or informally by any Tax authority and, to the best knowledge of Proformix,
     no basis exists for any such adjustment;  (ii) there is not pending nor, to
     the best  knowledge  of  Proformix,  are there any  threatened  actions  or
     proceedings  for the  assessment or collection of Taxes against  Proformix;
     (iii) there are no Tax liens on any assets of Proformix;  (iv) there are no
     outstanding waivers or agreements extending the statute of limitations with
     respect  to any Tax to which  Proformix  may be  subject;  (v) there are no
     outstanding requests for information made by a taxing authority to


                                       25

<PAGE>

     Proformix;  (vi) Proformix has not been advised by any taxing  authority of
     any proposed reassessments of the value (or other Tax base) of any property
     owned by  Proformix  that could  increase  the amount of a property  Tax to
     which Proformix would be subject;  (vii) Proformix has made all payments of
     estimated  Taxes  required to be made under the Code and all state or local
     Tax  provisions;  (viii) all Taxes  required to be  withheld,  collected or
     deposited  by or with  respect  to  Proformix  have been  timely  withheld,
     collected or  deposited,  as the case may be, and, to the extent  required,
     have  been  paid to the  relevant  taxing  authority,  and (iv) no power of
     attorney  that is  currently  in force has been granted with respect to any
     matter relating to Taxes that could affect Proformix.

          (b)  Schedule  4.9(b)  annexed  hereto  (i) lists by type all  income,
     franchise  and other  material  Tax Returns  (federal,  state,  local,  and
     foreign)  filed with respect to Proformix  for taxable  periods ended on or
     after  Proformix's  1994 year end; (ii)  indicates for which  jurisdictions
     Returns have been filed on a combined basis for taxable periods ended on or
     after Proformix's 1993 year end, and the companies joining in such Returns;
     (iii)  indicates the most recent income,  franchise,  or other material Tax
     Return for each relevant jurisdiction for which an audit has been completed
     or the  statute of  limitations  has  lapsed,  and (iv)  indicates  all Tax
     Returns that currently are the subject of audit.

          (c) Schedule 4.9(c) annexed hereto (i) lists the amount and expiration
     dates of any net operating loss, net capital loss,  unused business credit,
     unused foreign tax credit, or excess charitable  contribution  allocable to
     Proformix as of Proformix's most recently completed year end.


                                       26

<PAGE>

          (d)  Reserves  and  allowances  have been  provided  on the  Financial
     Statements  and the  Interim  Financial  Statements  that are  adequate  to
     satisfy all Liabilities for Taxes relating to Proformix for periods through
     the date of such financial  statements  (without  regard to the materiality
     thereof).

          (e) Proformix has  delivered or made  available to Whitestone  correct
     and  complete  copies  of all  federal,  state and  local  Tax  Returns  of
     Proformix  for periods  ending on or after  Proformix's  1994 year end, and
     correct and complete  copies (or  summaries)  of all  examination  reports,
     correspondence with taxing authorities, statements of deficiencies assessed
     against or agreed to by Proformix since  Proformix's  1994 year end and any
     formal or informal tax sharing  arrangements to which Proformix is a party.

      4.9 Taxes.  The term "Tax" or "Taxes" as used in this Agreement  means all
income, gross receipts, sales, use, transfer,  employment,  franchise,  profits.
property,  excise or other similar taxes,  estimated import duties,  fees, stamp
taxes  and  duties,  value  added  taxes,  assessments  or  charges  of any kind
whatsoever  (whether  payable  directly or by  withholding),  together  with any
interest and penalties,  additions to tax or additional  amounts  imposed by any
taxing authority with respect thereto.

          (a) (i) there is not pending nor, to the best  knowledge of Proformix,
     are there any  threatened  actions or  proceedings  for the  assessment  or
     collection of Taxes against  Proformix;  (ii) there are no Tax liens on any
     assets of Proformix;  (iii) there are no outstanding  waivers or agreements
     extending  the  statute  of  limitations  with  respect to any Tax to which
     Proformix  may be  subject;  (iv)  there are no  outstanding  requests  for
     information made by a taxing authority to Proformix;  (v) Proformix has not
     been advised


                                       27

<PAGE>

     by any taxing  authority  of any  proposed  reassessments  of the value (or
     other Tax base) of any property  owned by Proformix that could increase the
     amount  of a  property  Tax to  which  Proformix  would  be  subject;  (vi)
     Proformix  has made all  payments of  estimated  Taxes  required to be made
     under the Code and all state or local Tax provisions; and (vii) no power of
     attorney  that is  currently  in force has been granted with respect to any
     matter relating to Taxes that could affect Proformix.

          (b) Reserves and  allowances  have been  provided on the  Consolidated
     Financial  Statements that are adequate to satisfy all material Liabilities
     for Taxes  relating  to  Proformix  for  periods  through  the date of such
     financial statements (without regard to the materiality thereof).

          (c) To date,  Proformix has duly filed any required federal,  state or
     local tax  returns  including  Delaware  Corporate  Franchise  Tax  returns
     through 1996.

      4.10 Litigation and Claims.

          (a)  There  is  no  litigation,   arbitration,   claim,  governmental,
     administrative,  regulatory or other proceeding or investigation (formal or
     informal) pending,  threatened, or in process (or any basis therefore known
     to Proformix with respect to Proformix,  the  transactions  contemplated by
     this Agreement, or any of Proformix's business, properties, or assets which
     could result in either a material  adverse effect on Proformix's  financial
     condition or a judgment against Proformix in excess of $5,000 other than as
     disclosed in Schedule 4.10 hereto.  Proformix is not in violation of, or in
     default with respect to, any law, rule,  regulation,  order,  judgment,  or
     decree;  nor is any  action  required  to be taken  in order to avoid  such
     violation or default. There are no judgments, citations, fines


                                       28

<PAGE>

     or penalties heretofore asserted against Proformix under any federal, state
     or local laws which  remain  unpaid or which  otherwise  bind the assets of
     Proformix.

      4.11 [Omitted].

      4.12 Lack of  Restrictions on Property.  No real property  owned,  leased,
licensed, or used by Proformix lies in the area which is, or to the knowledge of
Proformix will be, subject to zoning,  use, or building code  restriction  which
would prohibit,  and no state of facts relating to the actions of another person
or entity or its ownership,  leasing,  licensing, or use of any real or personal
property  exists or will exist  which would  prevent,  the  continued  effective
ownership,  leasing,  licensing, or use of such real property in the business in
which Proformix is engaged or the business in which they contemplate engaging.

      4.13 Contracts and Other Instruments.

          (a) Schedule 4.13  accurately  and  completely  details all contracts,
     licenses, instruments, powers of attorney and agreements to which Proformix
     is a party,  including  but not  limited to, all  distribution  agreements,
     purchase  contracts,   wholesale  agreements,   agency  agreements;  supply
     agreements;   manufacturer   agreements;   price   protection   agreements;
     distributorship agreements;  wholesale agreements;  partnership agreements;
     dealership agreements;  fiduciary agreements; license agreements; marketing
     agreements;  commission  agreements;  sales agency agreements;  bank credit
     agreements; factoring agreements; loan agreements;  indentures;  promissory
     notes; guarantees;  undertakings; other evidences of indebtedness;  letters
     of credit;  joint venture  agreements;  agreements for the  acquisition of,
     merger or  combination  with any other  company,  corporation  or  business
     signed  within  the  last  three  years;   employment   agreements;   labor
     agreements;


                                       29

<PAGE>

     salesmen commission agreements; independent contractor agreements; sales or
     purchase  agreements  for a term  in  excess  of one  year  which  have  an
     aggregate  sale  or  purchase   price  in  excess  of  $5,000;   contracts,
     agreements,  arrangements,  or  understandings  with any  stockholder,  any
     director,   officer,  or  employee,  any  relatives  or  affiliate  of  any
     stockholder or of any such  director,  officer,  or employee,  or any other
     corporation  or enterprise  in which any  stockholder,  any such  director,
     officer. or employee, or any such relative or affiliate who then had or now
     has a 5% or  greater  equity  or  voting  or  other  substantial  interest;
     government contracts; franchise agreements; management agreements; advisory
     agreements;  consulting agreements;  advertising  agreements;  construction
     agreements;   warehousing  agreements;   engineering   agreements;   design
     agreements; major utility agreements and any other agreements which involve
     the payment of in excess of $10,000  prior to the date it can be terminated
     without penalty or premium; (all of which contracts, licenses, instruments,
     power of attorneys and agreements are hereinafter  referred to collectively
     as the "Contracts").

          (b) Proformix,  to the best of its  knowledge,  is not now nor does it
     expect to be in the future,  in  violation or breach of, or in default with
     respect to complying with, any material  provision of any such Contract and
     each such Contract is in full force and effect and is the legal, valid, and
     binding  obligation of the parties thereto and is enforceable as to them in
     accordance with their  respective  terms.  Neither  Proformix nor any other
     party to any such  Contract  has given notice of  termination  or taken any
     action inconsistent with the continuance thereof. The execution,  delivery,
     and performance of this Agreement will not prejudice any such Contract.


                                       30

<PAGE>

      4.14 Leases.  Schedule  4.14 lists and  describes  all  equipment or other
leases of whatever nature, to which Proformix is a party.

      4.15 Capital Projects. As of the date of this Agreement, Proformix has not
undertaken  any capital  projects,  the cost of completion of which would exceed
$5,000.

      4.16 Environmental Laws.

     (i)  (a) The  assets  of  Proformix  and all real  properties  utilized  by
              Proformix  have  been,  and  continue  to be  owned  and  operated
              by  Proformix  in  material   compliance   with   all   applicable
              Environmental Laws.

          (b)  Proformix  has not  received  written  notice of any  pending  or
               threatened  claims,  complaints or requests for information  with
               respect to any alleged violation of any Environmental Laws.

          (c)  There have been no known material releases,  as defined under any
               Environmental Laws, of Hazardous Substances, by Proformix.

          (d)  Proformix   is  in   material   compliance   with  all   permits,
               certificates,   approvals,   licenses,   registrations,   orders,
               administrative  consent  orders  and  any  other  authorizations,
               approvals or consents relating to Environmental Laws or Hazardous
               Substances necessary for the operation of its businesses.

          (e)  Proformix  has not  received  notice  that any of its  respective
               properties  are listed or proposed  for  listing in the  National
               Priorities List created pursuant to CERCLA or on the CERCLIS,  or
               any  similar  state  list of  sites  requiring  investigation  or
               cleanup.


                                       31

<PAGE>

          (f)  To the best of Proformix's knowledge there are no polychlorinated
               biphenyls (other than may be contained in electrical transformers
               which are labeled, operated and maintained in accordance with all
               Environmental  Law) or  asbestos-containing  materials present at
               any of the properties owned and/or operated by Proformix.

          (g)  Proformix has not received notice of pending or threatened claims
               with  respect  to  any  Properties   owned  and/or   operated  by
               Proformix, whether or not the subject of any indemnity, under any
               Environmental Law or involving any Hazardous Substances.

      4.17  Compliance  with Laws.  Annexed hereto as Schedule 4.17 is a list of
all  permits,  licenses,  orders,  certificates,   and  approvals  (collectively
"Licenses")  of all  federal,  state or  local  governmental  regulatory  bodies
required for  Proformix to conduct its  businesses as presently  conducted;  all
such Licenses, are in full force and effect and no suspension or cancellation of
any of them is  pending  or  threatened;  and  none  of such  Licenses,  will be
adversely affected by the consummation of the transactions  contemplated by this
Agreement.

      4.18 ERISA Matters and  Employees.  Proformix has not  contributed  to any
pension,  profit  sharing,  option,  other  incentive plan, or any other type of
employee  benefit plan (as defined in Section  3(3) of the  Employee  Retirement
Income Security Act of 1974), or have any obligation to or customary arrangement
with employees for bonuses, incentive compensation,  or severance pay. Proformix
presently  has no employees.  Annexed  hereto as Schedule 4.18 are copies of all
proposed employment agreements with pending employees of Proformix.


                                       32

<PAGE>

      4.19 Insurance.  Proformix presently has no insurance policies of any kind
except as listed in Schedule 4.19 hereto. Proformix is presently considering the
purchase of officer and director liability insurance policies.

      4.20 Labor Disputes.  Proformix is not a party to any union representation
or labor contract. Proformix has not received any notice from any labor union or
group of employees that such union or group  represents or believes or claims it
represents  or intends to represent  any of their  employees;  no strike or work
interruption  by  any  of  their  employees  is  planned,  under  consideration,
threatened or imminent; and Proformix has not made any loan or given anything of
value, directly or indirectly, to any officer, official, agent or representative
of any  labor  union or group  of  employees.  Proformix  is not  delinquent  in
payments to any of its employees for any wages, salaries,  commissions,  bonuses
or other  direct  compensation  for any  services  performed by them to the date
hereof or amounts  required to be reimbursed to such  employees.  To the best of
Proformix's knowledge, in the event of termination of the employment of any said
employees,  Proformix  will not by reason of anything  done prior to the Closing
Date be  liable  to any of  said  employees  for  "severance  pay" or any  other
payments.  Proformix is in compliance with all material federal, state and local
laws and regulations respecting labor, employment and wages and hours; and there
is no unfair labor practice  complaint  against them pending before the National
Labor Relations Board or any comparable state or local agency.

      4.21 Validity of Contemplated  Transactions.  The execution,  delivery and
performance  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated  hereby (i) have been duly approved by the unanimous consent of the
Board of Directors of Proformix;  (ii) do not and will not  contravene,  violate
and/or result in a breach or default under any provision of the


                                       33

<PAGE>

Certificate of Incorporation or By-laws of Proformix which are in effect; (c) do
not violate, are not in conflict with, and do not constitute a default under, or
cause the acceleration of any payments pursuant to, or otherwise impair the good
standing,  validity,  or  effectiveness  of any  material  agreement,  contract,
license, indenture,  instrument, lease, or mortgage, or subject Proformix or any
of its assets to any indenture,  mortgage,  contract,  commitment, or agreement,
other than this Agreement,  to which it is a party or by which any of its assets
are  bound;  and  (d) do not  violate  any  material  provision  of  law,  rule,
regulation, order, permit, or license to which Proformix is subject.

      4.22 Questionable  Payments.  Neither Proformix,  any Proformix  director,
officer, agent, employee, or other person associated with or acting on behalf of
such individuals has,  directly or indirectly:  (i) used any corporate funds for
unlawful  contributions,  gifts,  entertainment,  or other  unlawful  payment to
foreign  or  domestic  governmental  officials  or  employees  or to  foreign or
domestic governmental officials or employees or to foreign or domestic political
parties or campaigns  from corporate  funds;  (ii) violated any provision of the
Foreign  Corrupt  Practices Act of 1977;  (iii)  established  or maintained  any
unlawful or unrecorded fund of corporate  monies or other assets;  (iv) made any
false or  fictitious  entry on the books or records of  Proformix;  (v) made any
bribe, rebate, payoff,  influence payment,  kickback, or other unlawful payment;
(vi)  given any favor or gift which is not  deductible  for  federal  income tax
purposes;  and/or (viii) made any bribe, kickback, or other payment of a similar
or comparable nature, whether lawful or not, to any person or entity, private or
public,  regardless of form, whether in money,  property, or services, to obtain
favorable treatment in


                                       34

<PAGE>

securing  business or to obtain  special  concessions,  or to pay for  favorable
treatment for business secured or for special concessions already obtained.

      4.23  Directors and  Officers.  A true and complete list as of the date of
this Agreement indicating  Proformix's directors and officers,  each of whom has
been duly elected is as follows:

           Name                           Title
           ----                           -----

           Michael G. Martin              President and Director
           Joerg H. Klaube                Vice President

      4.24 Patents, Trademarks, Intangibles. Schedule 4.24 accurately sets forth
all patents, patent applications, trademark, trademark applications, trade name,
service mark, copyright,  franchise,  or other intangible property or asset (all
of the  foregoing  being herein  called  "Intangibles"),  owned by,  licensed by
and/or pending on behalf of Proformix.  All Intangibles are in good standing and
uncontested.  Schedule 4.24  accurately  sets forth with respect to  Intangibles
owned by  Proformix,  where  appropriate,  a statement  of cost,  book value and
reserve for depreciation of each item for financial reporting purposes, and with
respect  to  Intangibles  licensed  by  Proformix  from or to a third  party,  a
description  of such  license.  There is no known  right  under  any  Intangible
necessary  to  the  business  of  Proformix  as  presently  conducted  or  as it
contemplates conducting.  Proformix has not infringed, is not infringing, or has
not received notice of infringement with asserted  Intangibles of others.  There
is no known  infringement  by others of  Intangibles  of Proformix.  There is no
Intangible  of others  which  may  materially  adversely  effect  the  financial
condition, results of operations,  business, properties, assets, liabilities, or
future prospects of Proformix.

      4.25  Accounts and Notes  Receivable.  All  accounts and notes  receivable
reflected on the Proformix Annual Financial  Statements,  the Proformix  Interim
Financial Statements and the


                                       35

<PAGE>

Consolidated  Interim Financial Statements annexed hereto as Schedule 4.6(a) and
(b),  constitute valid and binding  obligations,  have been collected or are, to
the best of  Proformix's  knowledge,  collectible  in each case at the aggregate
recorded amounts thereof without right of recourse,  defense,  deduction, return
of goods, counterclaim, offset, or set off on the part of the obligor.

      4.26 Supply Agreements.  Annexed hereto as Schedule 4.26 are copies of all
agreements between Proformix and all suppliers ("Supply Agreements"). All Supply
Agreements  are in full force and  effect,  no default  exists  under any of the
Supply Agreements,  and the transactions contemplated by this Agreement will not
adversely effect any of Proformix's  rights under any Supply Agreement or result
in any default, termination or other limitation of any such Supply Agreement.

      4.27   Veracity   of   Statements.   Neither   this   Agreement   nor  the
representations   and  warranties  by  Proformix  contained  herein  or  in  any
documents,  instruments,  certificates or schedules furnished pursuant hereto or
in connection  with the  transactions  contemplated  hereby  contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements or facts contained herein and therein not misleading.

                                    ARTICLE 5

               REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

      5. The Shareholders individually warrant to Whitestone as follows:

      5.1 This Agreement  constitutes the legal, valid and binding obligation of
the Shareholders and is enforceable  against each of them in accordance with the
terms hereof.

      5.2 The Shareholders own their respective shares of Proformix Common Stock
free and clear of all  Encumbrances.  Schedule  6.2 is an accurate  and complete
list of the number of shares


                                       36

<PAGE>

of Proformix Stock owned by each of the  Shareholders.  Upon the Closing of this
Agreement  Whitestone  will own all,  or  substantially  all,  of the issued and
outstanding shares of Proformix free and clear of all Encumbrances.

      5.3 None of the Shareholders have issued any calls,  puts,  options and/or
any other  rights in favor of any third party  whatsoever  with respect to their
Shares  of  Proformix  Stock.  None of the  Shares  are  subject  to any  voting
agreements, voting trusts, stockholder agreements and/or any other agreements or
obligations.

                                    ARTICLE 6

                              ADDITIONAL AGREEMENTS

      6. Additional Agreements.  The obligations of the parties are conditioned,
in addition to the delivery of the  consideration  described in Article 1 hereof
and compliance with the requirements of Article 11 hereof,  upon consummation of
the following additional agreements and commitments:

      6.1 Prior to the Closing Date,  Proformix  shall amend its  Certificate of
Incorporation to increase its authorized  shares of Common Stock from 10,000,000
to 15,000,000.

      6.2 Prior to the Closing Date,  Proformix shall issue 5,000,000  shares of
its Common Stock to Royal and shall issue an option  ("Option") for the purchase
of an additional  1,000,000 shares of its Common Stock to Royal.  Such shares of
Common  Stock and the Option  shall are issued  pursuant  to a Letter  Agreement
between Royal and Proformix dated April 16, 1997 ("Letter  Agreement") and shall
be held in escrow  pending  the  satisfaction  of certain  conditions  contained
therein.


                                       37

<PAGE>

      6.3 Prior to the Closing  Date,  Proformix  shall enter into an employment
agreement with Michael G. Martin in the form attached hereto as Exhibit 6.3

      6.4 Whitestone  shall file all  appropriate  documents to effectuate (i) a
137:1  reverse  split of its  outstanding  Common  Stock;  (ii) a name change to
Proformix  Corp.;  and (iii) shall  designate a series of  cumulative  preferred
stock with the same terms and conditions of the Proformix  Cumulative  Preferred
Stock.

      6.5 Upon the filing of all  delinquent  Exchange Act reports by Whitestone
as described  in Article  3.25,  the  following  individuals  will be elected as
directors of Whitestone to replace Whitestone's present management group:

           Name
           ----

           Michael G. Martin
           Anthony Schweiger
           Paul Chernis

                                    ARTICLE 7

                             COVENANTS OF WHITESTONE

      7. Whitestone covenants as follows.

      7.1 The  representations  and  warranties of Whitestone  contained in this
Agreement and in the schedules  hereto shall be true and correct in all respects
as of the Closing Date.  Whitestone  shall give  Proformix  prompt notice of any
change in any of the information contained in the representations and warranties
of Whitestone,  the schedules hereto or the documents furnished by Whitestone in
connection herewith which occurs prior to the Closing Date.


                                       38

<PAGE>

      7.2 Whitestone shall,  prior to the Closing Date, deliver to Proformix the
unanimous  consent  of its  Board of  Directors,  which  consent  evidences  the
approval of this Agreement and the transactions contemplated hereby.

      7.3  Whitestone  will,  prior to the  Closing  Date,  comply with all laws
affecting  operation of its business,  will not operate the said business  other
than in the ordinary  course,  and will give notice to Proformix of any event or
circumstance   not  in  the  ordinary  course  which   materially   affects  the
Whitestone's business or the Assets.

      7.4 Whitestone shall use its best efforts to take or cause to be taken all
action and do or cause to be done all things  necessary,  proper or advisable to
consummate the transactions contemplated by this Agreement,  including,  without
limitation,  to obtain  all  consents,  approvals  and  authorizations  of third
parties,  to make all filings with and give all notices to third  parties  which
may  be  necessary  or  required  in  order  to  effectuate   the   transactions
contemplated  hereby  and  to  provide  all  information   necessary  to  enable
Whitestone  to meet its  disclosure  responsibilities  to the SEC,  NASD and the
investment community.

                                    ARTICLE 8

                     COVENANTS OF PROFORMIX AND SHAREHOLDERS

Proformix and the Shareholders covenant as follows:

      8.1 The  representations  and  warranties  of Proformix  and  Shareholders
contained in this Agreement  shall be true and correct in all material  respects
as of the Closing Date, and Proformix and the Shareholders shall give Whitestone
prompt  notice  of  any  change  in  any of  the  information  contained  in the
representations and warranties of Proformix and the Shareholders


                                       39

<PAGE>

hereunder or the documents  furnished by Proformix in connection  herewith which
occurs prior to the Closing Date.

      8.2  Proformix  will use its best efforts to,  prior to the Closing  Date,
comply with all laws affecting the operation of its business.

      8.3 Proformix  shall use its best efforts to take or cause to be taken all
action and do or cause to be done all things  necessary,  proper or advisable to
consummate the transactions contemplated by this Agreement,  including,  without
limitation,  to obtain  all  consents,  approvals  and  authorizations  of third
parties and to make all filings with and give all notices to third parties which
may  be  necessary  or  required  in  order  to  effectuate   the   transactions
contemplated hereby.

                                    ARTICLE 9

                              CONDITIONS OF CLOSING

      9.1 The  obligation of Whitestone to close  hereunder  shall be subject to
the  fulfillment  and  satisfaction,  prior to or at the  Closing  Date,  of the
following conditions or the written waiver thereof by Whitestone:

          (a) Representations and Warranties.  The representation and warranties
     of  Proformix  and the  Shareholders  in this  Agreement  shall be true and
     correct in all material respects when made and shall be true and correct in
     all  material  respects  on and as of the  Closing  Date.  A Good  Standing
     Certificate on behalf of Proformix will be delivered to Whitestone.

          (b) Delivery of Officers'  Certificate.  A  Certificate  signed by the
     president of Proformix shall be delivered to Whitestone certifying that all
     of the warranties and representations by Proformix and the Shareholders set
     forth in this Agreement are


                                       40

<PAGE>

     materially  true and  accurate as of the Closing  Date and that no event or
     occurrence  has  transpired as of the Closing Date which has or will have a
     material adverse effect upon the business of Proformix.

          (c) Compliance with Agreement.  Proformix and the  Shareholders  shall
     have performed and complied with all of its covenants and obligations under
     this Agreement.

          (d) Absence of Suit. No action,  suit or proceedings  before any court
     or any  governmental  or regulatory  authority shall have been commenced or
     threatened  against  Proformix,  which suit  would have a material  adverse
     effect on Proformix, and no investigation by any governmental or regulatory
     authority shall have been commenced seeking to restrain,  prevent or change
     the  transactions  contemplated  hereby,  or  questioning  the  validity or
     legality of any such  transactions,  or seeking  damages in connection with
     any of such transactions.

          (e)  Proceedings  and  Instruments   Satisfactory.   All  proceedings,
     corporate or  otherwise,  to be taken in connection  with the  transactions
     contemplated  by this  Agreement  shall have  occurred and all  appropriate
     documents  incident thereto as Whitestone may reasonably request shall have
     been delivered to Whitestone; and

          (f)  Opinion of  Counsel.  The  opinion of  counsel  to  Proformix  in
     accordance with Article 13 hereof shall be delivered to Whitestone.

          (g) Compliance  with Article 7. All of the  additional  agreements and
     conditions  set  forth in  Article  6 and 8 of this  Agreement  shall  have
     occurred to the satisfaction of Whitestone.


                                       41

<PAGE>

      9.2 The obligation of Proformix and the  Shareholders  to close  hereunder
shall be subject to the fulfillment and satisfaction, prior to or at the Closing
Date, of the following  conditions by Whitestone,  or the written waiver thereof
by Proformix:

          (a) Representations and Warranties. The representations and warranties
     of Whitestone in this  Agreement  shall be true and correct in all material
     respects  when made and shall be true and correct in all material  respects
     on and as of the Closing  Date. A Good  Standing  Certificate  on behalf of
     Whitestone   will  be  delivered  to  counsel  to  Proformix   and  to  the
     Shareholders.

          (b) Delivery of Officers' Certificate. Whitestone shall deliver to the
     Shareholders  and to Proformix a  certificate  signed by its  President and
     Chief  Financial  Officer,  certifying  that  each  of the  warranties  and
     representations  regarding  Whitestone  set  forth  in this  Agreement  are
     materially  true and  accurate as of the Closing  Date and that no event or
     occurrence  has  transpired as of the Closing Date which has or will have a
     material adverse effect upon the business of Whitestone.

          (c) Compliance  with  Agreement.  Whitestone  shall have performed and
     complied with all of its obligations under this Agreement and delivered all
     shares, securities and binding commitments required hereunder.

          (d) Absence of Suit.  No action or lawsuit  shall have been  commenced
     seeking  to  restrain,  prevent  or change  the  transactions  contemplated
     hereby,  or questioning the validity or legality of any such  transactions,
     or seeking damages in connection with any of such transactions.


                                       42

<PAGE>

          (e) Receipt of Approvals. Etc. All approvals,  consents and/or waivers
     for  Whitestone  that  are (i)  required  under  this  Agreement;  and (ii)
     necessary to effect the transactions  contemplated  hereby, shall have been
     received.

          (f)  Proceedings  and  Instruments   Satisfactory.   All  proceedings,
     corporate or  otherwise,  to be taken in connection  with the  transactions
     contemplated  by this  Agreement  shall have  occurred and all  appropriate
     documents  incident thereto such as Proformix may reasonably  request shall
     have been delivered.

          (g)  Opinion of  Counsel.  The  opinion of  counsel to  Whitestone  in
     accordance  with Article 13 hereof  shall be delivered to the  Shareholders
     and  Proformix. 

          (i) Compliance  with Article 7. All of the  additional  agreements and
     conditions set forth in Articles 6 and 7 of this Agreement  shall have been
     satisfied.

                                   ARTICLE 10
                     
                                 INDEMNIFICATION

      10.1 By  Whitestone.  Whitestone  shall defend and promptly  indemnify and
save Proformix and the Shareholders  harmless from, against,  for and in respect
of and shall pay any and all damages, losses, obligations,  liabilities, claims,
encumbrances,  deficiencies,  costs and expenses, including, without limitation,
reasonable  attorneys' fees and other costs and expenses incident to any action,
investigation,  claim or proceeding suffered, sustained, incurred or required to
be paid by Proformix and the  Shareholders by reason of (i) the existence of any
and all obligations and/or liabilities of Whitestone which were not disclosed in
this  Agreement;  (ii) any breach or failure of observance or performance of any
representation, warranty, covenant,


                                       43

<PAGE>

agreement or commitment made by Whitestone  hereunder or relating hereto or as a
result of any such representation,  warranty,  covenant, agreement or commitment
being untrue or incorrect in any respect,  or (iii) any and all actions,  suits,
investigations,  proceedings, demands, assessments, audits, judgments and claims
arising out of any of the  foregoing or from any  misrepresentation  or omission
from any schedule to this Agreement, certificates,  financial statements or from
any document furnished or required to be furnished hereunder.

      10.2  By  Proformix.   Proformix  shall  defend  and  promptly   indemnify
Whitestone,  and its officers  and  directors,  and save and hold them  harmless
from, against, for and in respect of and shall pay any and all damages,  losses,
obligations,   liabilities,   claims,  encumbrances,   deficiencies,  costs  and
expenses, including without limitation, reasonable attorneys' fees for costs and
expenses  incident  to any  suit,  action,  investigation,  claim or  proceeding
suffered,  sustained, incurred or required to be paid by Whitestone by reason of
(i) the existence of any and all  obligations  and/or  liabilities  of Proformix
which were not  disclosed to Whitestone  in this  Agreement;  (ii) any breach or
failure of observance or performance of any representation,  warranty, covenant,
agreement or commitment  made by Proformix  hereunder or relating hereto or as a
result of any such representation,  warranty,  covenant, agreement or commitment
being untrue or incorrect in any respect,  or (iii) any and all actions,  suits,
investigations,  proceedings, demands, assessments, audits, judgments and claims
arising out of any of the  foregoing or from any  misrepresentation  or omission
from any schedule to this Agreement, certificates,  financial statements or from
any document furnished or required to be furnished hereunder.


                                       44

<PAGE>

                                   ARTICLE 11

                           REPRESENTATIONS, WARRANTIES
                             AND COVENANTS OF ROYAL

      11.1  Organization  and Standing.  Royal is a corporation  duly organized,
validly existing and in good standing under the laws of New Jersey.

      11.2  Authorization.  Royal  has the  requisite  power  and  authority  to
execute, deliver and perform this Agreement. All necessary corporate proceedings
of Royal  have  been  duly  taken  to  authorize  the  execution,  delivery  and
performance of this Agreement. This Agreement has been duly authorized, executed
and delivered by Royal,  constitutes  the legal valid and binding  obligation of
royal and is enforceable as to Royal in accordance with the terms hereof.

      11.3 No Further  Action  Needed.  There are no  consents,  authorizations,
approvals,  orders,  licenses,  certificates,  or permits from any  governmental
authority required by Royal for the performance of this Agreement.  Nor will the
execution,  delivery  and  performance  of this  Agreement  violate,  breach  or
conflict  with any  instrument  or  contractual  obligation  to which Royal is a
party.

      11.4  Royal Owns its  Whitestone  Shares  Free and  Clear.  Royal owns the
shares of Whitestone  Common Stock to be assigned to Proformix  hereunder,  free
and clear of all encumbrances.

      11.5 No Outstanding Claims Against Shares. Royal has not issued any calls,
puts,  options  and/or any other rights in favor of any third party with respect
to its Shares of Whitestone Common Stock. None of said shares are subject to any
voting agreements, voting trusts, stockholder agreements and/or other agreements
or obligations.


                                       45

<PAGE>

                                   ARTICLE 12

                               BROKERAGE; EXPENSES

      12.  The  parties  agree to each  bear  their  expenses  of any  character
incurred  by  them  in  connection  with  this  Agreement  or  the  transactions
contemplated  hereby.  No broker has been  instrumental  in  bringing  about the
transactions  contemplated  hereby,  nor is any individual or entity entitled to
compensation  as  broker,  finder,  agent or other  representative  of any party
hereto.

                                   ARTICLE 13

                               OPINIONS OF COUNSEL

      13.1 Counsel to Proformix.  Proformix  shall deliver a written  opinion of
counsel as of the Closing Date addressed to Whitestone, satisfactory in form and
substance to Whitestone.

      13.2 Counsel to Whitestone.  At the Closing Date, Whitestone shall deliver
a written  opinion of its counsel as of the Closing Date  addressed to Proformix
and the  Shareholders  in  satisfactory  form and substance to Proformix and the
Shareholders.

                                   ARTICLE 14

                            SECURITIES ACT PROVISIONS

      14.1  Restrictions  on  Disposition  of Shares.  The Shares of  Whitestone
Common Stock issued in accordance  with this  Agreement will contain a legend to
the effect that such Shares may not  lawfully be disposed of except (i) pursuant
to an effective  registration  statement  under the  Securities  Act of 1933, as
amended (the "Act"), or (ii) in any other transaction which, in the


                                       46

<PAGE>

opinion of Whitestone's  counsel,  is exempt from registration  under the Act or
the rules and regulations of the SEC thereunder.

                                   ARTICLE 15

                            MISCELLANEOUS PROVISIONS

      15.1 Entire Agreement.  This Agreement constitutes the entire agreement of
the parties  with respect to the subject  matter  hereof.  The  representations,
warranties,  covenants  and  agreements  set forth in this  Agreement and in any
financial  statements,  schedules  or  exhibits  required  to be annexed  hereto
constitute the only representations, warranties, covenants and agreements of the
parties  hereto  and upon  which  the  parties  have  relied,  except  as may be
specifically provided herein. No change,  modification,  amendment,  addition or
termination  of this  Agreement  or any part  thereof  shall be valid  unless in
writing and signed by or on behalf of the party to be charged therewith.

      16.2  Survival of  Covenants,  etc. All  warranties,  representations  and
covenants set forth herein shall survive the Closing Date of this Agreement.

      16.3 Notices.  Any and all notices or other  communications  or deliveries
required or permitted to be given or made  pursuant to any of the  provisions of
this Agreement  shall be deemed to have been duly given or made for all purposes
if sent by Federal Express delivery or by certified or registered  mail,  return
receipt requested and postage prepaid or hand delivered as follows:

                     For Proformix:

                     Silverman, Collura, Chernis & Balzano, P.C.
                     318 Park Avenue South
                     New York, New York 10016


                                       47

<PAGE>

                     For the Shareholders:

                     At their respective addresses as
                     set forth in this Agreement

                     For Whitestone:

                     Royal Capital Incorporated
                     75 Claremont Road
                     Bernardsville, N.J. 07924

      16.4 Waiver.  No waiver of the provisions hereof shall be effective unless
in writing  and signed by the party to be charged  with such  waiver.  No waiver
shall be deemed a  continuing  waiver or waiver  in  respect  of any  subsequent
breach or default,  either of a similar or different nature, unless expressly so
stated in writing.

      16.5  Governing  Law. This Agreement  shall be governed,  interpreted  and
construed in  accordance  with the laws of the State of New York  applicable  to
contracts to be  performed  entirely  within that State.  Any dispute in any way
related to the subject matter of this Agreement  shall be litigated  exclusively
within the State of New York and all parties hereto consent to the  jurisdiction
of the State and/or United States Federal District Courts of New York.

      16.6 Severability. Should any clause, section or part of this Agreement be
held or  declared  to be void or  illegal  for any  reason,  all other  clauses,
sections or parts of this Agreement  which can be affected  without such illegal
clause, section or part shall nevertheless continue in full force and effect.

      16.7  Successors  and Assigns.  This  Agreement  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns or heirs and personal


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<PAGE>

representatives;  provided,  however, that no party may assign any of its rights
or delegate any of its duties  under this  Agreement  without the prior  written
consent of the other parties hereto.

      16.8  Captions.  The  headings,  captions  or titles of  paragraphs  under
sections or subsections of this Agreement are for convenience and reference only
and do not in any way modify, interpret or construe the intent of the parties or
effect any of the provisions of this Agreement.

      16.9 Time Periods.  Any time period provided for herein which shall end or
expire on a Saturday,  Sunday,  or legal holiday shall be deemed extended to the
next full business day thereafter.

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

      16.11 Joint  Draftsmanship.  The  preparation of this Agreement has been a
joint  effort  between  and  among  Proformix,  Royal  and  Whitestone  and this
Agreement shall not, solely as a matter of judicial  construction,  be construed
more severely against one of the parties than the other.


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<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
signed on the date and year first above written.

                                 WHITESTONE INDUSTRIES, INC.


                                 By:__________________________________________
                                 
                                              PROFORMIX, INC.
                                 
                                 By:__________________________________________
                                 
                                              ROYAL CAPITAL INCORPORATED
                                 
                                 By:__________________________________________
                                 
PROFORM\AGMTS\STK-EXCH.AGR.RW


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