EXHIBIT 2.1

                       AGREEMENT OF PURCHASE AND SALE


                         Dated as of July 23, 1998

                               by and between

                         KIMBERLY-CLARK CORPORATION

                                    and

                      GULFSTREAM AEROSPACE CORPORATION
<PAGE>
                                      TABLE OF CONTENTS

ARTICLE I  TERMS OF PURCHASE AND SALE..................................1
     1.01.  Sale of the Stock..........................................1
     1.02.  The Closing................................................1
     1.03.  Purchase Price and Payment.................................2
     1.04.  Closing Balance Sheet; Purchase Price Adjustment...........2
ARTICLE II  REPRESENTATIONS AND WARRANTIES OF SELLER...................6
     2.01.  Capitalization.............................................6
     2.02.  Organization; Subsidiaries.................................6
     2.03.  Corporate Power and Authority; Effect of Agreement.........7
     2.04.  Financial Statements.......................................7
     2.05.  Absence of Certain Changes or Events.......................8
     2.06.  Assets and Properties......................................8
     2.07.  Intellectual Property.....................................10
     2.08.  Commitments...............................................11
     2.09.  Litigation................................................14
     2.10.  Compliance with Laws......................................14
     2.11.  Employee Benefit Plans....................................14
     2.12.  Environmental Matters.....................................19
     2.13.  Consents..................................................22
     2.14.  Taxes.....................................................22
     2.15.  Fees......................................................24
     2.16.  Major Customers and Suppliers.............................24
     2.17.  Products..................................................24
     2.18.  Intercompany Transactions.................................25
     2.19.  Insurance.................................................25
     2.20.  Year 2000.................................................25
     2.21.  Inventory.................................................26
     2.22.  Accounts Receivable.......................................26
ARTICLE III  REPRESENTATIONS AND WARRANTIES OF BUYER..................26
     3.01.  Organization..............................................26
     3.02.  Corporate Power and Authority; Effect of Agreement........26
     3.03.  Consents..................................................27
     3.04.  Availability of Funds.....................................27
     3.05.  Litigation................................................27
     3.06.  Purchase for Investment...................................27
     3.07.  Fees......................................................27
ARTICLE IV  COVENANTS.................................................28
     4.01.  Compliance with Antitrust Laws; Regulatory and Other
            Consents; Best Efforts....................................28
     4.02.  Conduct of Business.......................................28
     4.03.  Access....................................................29
     4.04.  No Shop...................................................30
     4.05.  Further Assurances........................................30
     4.06.  Confidentiality Agreements................................31
     4.07.  Notice....................................................31
     4.08.  Confidentiality...........................................31
     4.09.  Responsibility for Taxes; Returns; Audits.................31
     4.10.  Corporate Name............................................37
     4.11.  Cash Management...........................................38
     4.12.  Non-Competition Agreement.................................39
     4.13.  Transition Services.......................................40
     4.14.  K-C Nevada, Inc...........................................40
     4.15.  Kimberly-Clark Corporate Aircraft Services Agreement......40
     4.16.  Burn Testing Matter.......................................41
     4.17.  Deferred Revenue..........................................41
     4.18.  Delivery of Cash Flow Statements..........................43
     4.19.  Seller's Insurance........................................43
     4.20.  AIM System Software Licenses..............................44
ARTICLE V  CONDITIONS TO BUYER'S OBLIGATIONS..........................44
     5.01.  Representations, Warranties and Covenants of Seller.......44
     5.02.  No Prohibition............................................45
     5.03.  Consents..................................................45
     5.04.  No Material Adverse Change................................45
ARTICLE VI  CONDITIONS TO SELLER'S OBLIGATIONS........................45
     6.01.  Representations, Warranties and Covenants of Buyer........45
     6.02.  No Prohibition............................................46
     6.03.  HSR Act...................................................46
ARTICLE VII  EMPLOYMENT AND EMPLOYEE BENEFITS
               ARRANGEMENTS...........................................46
     7.01.  Employment................................................46
     7.02.  Stay Bonuses..............................................46
     7.03.  Benefit Plans.............................................46
     7.04.  Benefit Liabilities.......................................47
     7.05.  Seller's Retirement Plans.................................48
     7.06.  Equity-Based Plans........................................48
     7.07.  Long-Term Disability......................................49
     7.08.  Indemnity for Non-Assumed Employee Related Liabilities....49
ARTICLE VIII  TERMINATION PRIOR TO CLOSING............................50
     8.01.  Termination...............................................50
     8.02.  Effect on Obligations.....................................50
ARTICLE IX  MISCELLANEOUS.............................................50
     9.01.  Survival..................................................50
     9.02.  Agreement to Indemnify....................................51
     9.03.  Indemnification Procedure.................................52
     9.04.  Other Indemnification Matters.............................55
     9.05.  Interpretive Provisions...................................56
     9.06.  Entire Agreement..........................................57
     9.07.  Successors and Assigns....................................57
     9.08.  Headings..................................................57
     9.09.  Modification and Waiver...................................57
     9.10.  Counterparts..............................................57
     9.11.  Expenses..................................................57
     9.12.  Notices...................................................58
     9.13.  Governing Law.............................................59
     9.14.  Public Announcements......................................59
     9.15.  Severability..............................................59
<PAGE>
                             K-C AVIATION INC.

                               SCHEDULE INDEX
                               --------------


2.04(a)                         Financial Statements
2.04(b)                         Undisclosed Liabilities
2.05                            Material Loss
2.06(a)                         Personal Assets and Property
2.06(b)                         Buildings, Plants and Other Structures
2.06(c)                         Owned Real Property
2.06(d)                         Leased Real Property
2.06(e)                         Condemnation/Eminent Domain Proceedings
2.07                            Intellectual Property
2.08(a)                         Commitments
2.08(b)                         Commitment Exceptions
2.09                            Litigation
2.10                            Compliance with Laws
2.11(a)                         Company Benefit Plans and Employee Agreements
2.12(a)(i)                      Environmental Matters
2.12(a)(ii)                     Environmental Permits
2.12(a)(iii)                    Hazardous Substances
2.12(a)(iv)                     Environmental Claims
2.12(a)(v)                      Environmental Liabilities
2.12(a)(vi)                     Storage Tanks
2.12(a)(vii)                    Waste Disposal Sites
2.12(a)(viii)                   Environmental Liens
2.13                            Consents
2.14(a)                         Tax Returns
2.14(b)                         Tax Matters
2.14(c)                         Tax Sharing
2.16                            Customers and Suppliers
2.17                            Products
2.18                            Intercompany Transactions
2.19                            Insurance Coverage
4.13                            Services Provided by Seller
5.03                            Consents
7.01                            Employees
7.03                            Certain Employees
7.07                            Long-Term Disability
7.09                            Option Plan Participants
9.05                            Officers of Seller
<PAGE>
                           INDEX OF DEFINED TERMS
                           ----------------------

TERM                                        DEFINED
----                                        -------
Accumulated Costs                           Section 4.17
Active Eligible                             Section 7.03
Agreed Assumptions                          Section 1.04(g)
Active Employees                            Section 7.01
Actual Overdraft                            Section 4.11
Adjusted Deferred Revenue                   Section 4.17
Allocation                                  Section 4.09(d)(3)
Ancillary Document                          Section 9.01
Annual Financial Statements                 Section 2.04(a)
Antitrust Division                          Section 4.01(a)
APBO                                        Section 1.04(g)
Arbiter                                     Section 1.04(c)
Benefit Plan                                Section 2.11(l)
Bulletin                                    Section 4.16
Burn Testing Matter                         Section 4.16
Business                                    Recitals
Buyer                                       Preamble
Buyer's Indemnified Group                   Section 9.02(b)
Buyer's Option Plan                         Section 7.09
Cap                                         Section 9.04(a)
Cash Flow Certificate                       Section 4.18
Closing                                     Section 1.02
Closing Adjusted Deferred Revenue           Section 4.17
Closing Balance Sheet                       Section 1.04(a)
Closing Book Value                          Section 1.04(d)
Closing Date                                Section 1.02
Code                                        Section 2.11(l)
Commitments                                 Section 2.08(a)
Company                                     Recitals
Company Benefit Plan                        Section 2.11(l)
Competitive Activity                        Section 4.12
Competitor                                  Section 4.12
Completion Percentage                       Section 4.17
Confidential Information                    Section 4.08
Contract Price                              Section 4.17
Contract Profit                             Section 4.17
Copyrights                                  Section 2.07
Corporate Name                              Section 4.10(a)
Customer Contracts                          Section 4.17
Deductible                                  Section 9.04(a)
Department                                  Section 2.11(l)
Disabled Employee                           Section 7.07
Disbursement Accounts                       Section 4.11
Earned Profit                               Section 4.17
Employee                                    Section 2.11(l)
Employee Agreement                          Section 2.11(l)
Employment Period                           Section 7.03
Encumbrances                                Section 2.01
Environmental Laws                          Section 2.12(b)
Environmental Matter                        Section 2.12(b)
Environmental Permits                       Section 2.12(a)(ii)
Equity Participation Plan                   Section 7.06
ERISA                                       Section 2.11(l)
ERISA Affiliate                             Section 2.11(l)
Estimated Overdraft                         Section 4.11
Existing Contamination                      Section 9.02(b)
FAS 106                                     Section 1.04(g)
FAS 106 Closing
  Balance Sheet Liability                   Section 1.04(b)(x)
FAS 106 Liability                           Section 1.04(g)
Final Closing Balance Sheet                 Section 1.04(d)
Financial Statements                        Section 2.04(a)
FTC                                         Section 4.01(a)
GAAP                                        Section 1.04(b)
Hazardous Substances                        Section 2.12(b)
HMO                                         Section 2.11(k)
HSR Act                                     Section 2.13
Income Tax                                  Section 2.14(f)(ii)
Income Tax Return                           Section 2.14(f)(iv)
Indemnified Party                           Section 9.03(a)
Indemnifying Party                          Section 9.03(a)
Intellectual Property                       Section 2.07
Inventory                                   Section 2.21
IRS                                         Section 2.11(l)
Leased Real Property                        Section 2.06(d)
License                                     Section 4.10(a)
Litigation                                  Section 2.09
Lockbox Accounts                            Section 4.11
Losses                                      Section 9.02(b)
Major Customers                             Section 2.16
Major Suppliers                             Section 2.16
May 31 Balance Sheet                        Section 2.04(a)
Miscellaneous Taxes                         Section 4.09(a)(1)
Multi-Employer Plan                         Section 2.11(l)
Notices                                     Section 9.03(a)
Outstanding Checks                          Section 4.11
Over the Counter Licenses                   Section 2.08(xiii)
Owned Real Property                         Section 2.06(c)
PBGC                                        Section 2.11(l)
PCBs                                        Section 2.12(b)
Patents                                     Section 2.07
Pension Plan                                Section 2.11(l)
Pre-Closing Insured Matters                 Section 4.19
Products                                    Section 2.17
Purchase Price                              Section 1.03
Purchase Price Adjustment                   Section 1.04(d)
Real Property                               Section 2.12(a)(iii)
Receivables                                 Section 2.22
Required Consent                            Section 4.01(b)
Reserve Amount                              Section 4.09(a)
Section 338 Elections                       Section 4.09(d)(1)
Section 338(h)(10) Elections                Section 4.09(d)(1)
Section 338(h)(10) Forms                    Section 4.09(d)(3)
Seller                                      Preamble
Seller Group                                Section 2.14(f)(vii)
Seller's Indemnified Group                  Section 9.02(a)
Seller's Losses                             Section 9.02(a)
Seller's Retirement Plans                   Section 7.05
Settlement Account                          Section 4.11
Stock                                       Recitals
Subsidiary                                  Section 2.02(b)
Target Book Value                           Section 1.04(d)
Tax                                         Section 2.14(f)(i)
Tax Return                                  Section 2.14(f)(iii)
Tax Sharing Agreement                       Section 4.09(c)(1)
Taxable                                     Section 2.14(f)(i)
Taxes                                       Section 2.14(f)(i)
Total Cost                                  Section 4.17
Trademarks                                  Section 2.07
Treasury Regulations                        Section 2.14(f)(vi)
Welfare Plan                                Section 2.11(l)
Westfield Facility                          Section 9.02(b)
Year 2000 Problem                           Section 2.20
<PAGE>
                       AGREEMENT OF PURCHASE AND SALE
                       ------------------------------

          This Agreement, made and entered into this 23rd day of July,
1998, by and between Kimberly-Clark Corporation, a Delaware corporation
("Seller"), and Gulfstream Aerospace Corporation, a Delaware corporation
("Buyer").

                            W I T N E S S E T H:
                            - - - - - - - - - - 

          WHEREAS,  Seller is the owner of all 35 shares of the  issued and
outstanding  common stock,  no par value,  of K-C Aviation Inc., a Delaware
corporation (the "Company");

          WHEREAS,  the Company is engaged in the  business of  providing a
range of services for corporate jet aircraft including, without limitation,
completion and refurbishment services, avionics retrofits, engine services,
maintenance and spares support (the "Business"); and

          WHEREAS,  upon the terms and subject to the  conditions set forth
in this  Agreement,  Seller desires to sell to Buyer,  and Buyer desires to
buy from  Seller,  all of the  outstanding  shares of  common  stock of the
Company (the "Stock").

          NOW, THEREFORE,  in consideration of the mutual  representations,
warranties, covenants and agreements, and upon the terms and subject to the
conditions, hereinafter set forth, the parties do hereby agree as follows:


                                 ARTICLE I

                         TERMS OF PURCHASE AND SALE
                         --------------------------

          1.01.  Sale of the  Stock.  Upon the  terms  and  subject  to the
conditions  set forth in this  Agreement,  at the  Closing  (as  defined in
Section  1.02),  (a) Seller shall sell to Buyer,  and Buyer shall  purchase
from Seller,  the Stock, and (b) Seller shall deliver to Buyer certificates
representing the Stock,  duly endorsed in blank for transfer or accompanied
by duly executed stock powers assigning the Stock in blank.

          1.02. The Closing.  The closing of the transactions  contemplated
hereby (the  "Closing")  shall take place at the New York offices of Fried,
Frank, Harris,  Shriver & Jacobson or the Dallas, Texas offices of Liddell,
Sapp, Zivley,  Hill & LaBoon,  L.L.P. as soon as practicable,  but no later
than the fifth business day,  following the satisfaction (or waiver) of the
conditions  set  forth  in  Articles  V and VI  hereof  (other  than  those
conditions to be performed on the Closing Date), commencing at 9:00 a.m. on
such date,  or at such other time and/or place and/or on such other date as
the parties may mutually agree (the "Closing Date").

          1.03.  Purchase  Price and Payment.  Subject to adjustment as set
forth  herein,  the  aggregate  purchase  price to be paid by Buyer for the
Stock shall be $250,000,000 in cash (the "Purchase Price").  Payment of the
Purchase Price shall be in U.S.  dollars,  and shall be made on the Closing
Date  by  wire  transfer  of  immediately  available  funds  to an  account
designated by Seller not less than 24 hours prior to the Closing Date.

          1.04.  Closing Balance Sheet;  Purchase Price Adjustment.  (a) As
promptly  as  practicable  but in any event  within 90 days  following  the
Closing Date, Buyer shall prepare, or cause to be prepared,  and deliver to
Seller an unaudited  pro forma balance sheet of the Company as of the close
of business on the day immediately preceding the Closing Date (the "Closing
Balance  Sheet").  There shall be attached to the Closing  Balance Sheet an
annex setting forth in reasonable  detail the  computation  of the Purchase
Price Adjustment (as defined in Section 1.04(d)).

               (b)  The  Closing   Balance   Sheet  shall  be  prepared  in
accordance with U.S. generally  accepted  accounting  principles  ("GAAP"),
determined as of the close of business on the day immediately preceding the
Closing Date as if such date was the Company's  normal year-end and applied
on a consistent basis with the Annual  Financial  Statements (as defined in
Section 2.04(a)), except that (i) no reserves, liabilities, asset valuation
allowances  or similar  items  reflected  on the May 31  Balance  Sheet (as
defined in Section  2.04(a))  or created  thereafter  shall be  reversed or
shall be reallocated to cover any other reserve, liability, asset valuation
allowance  or similar  item  required  to be  provided  for on the  Closing
Balance Sheet;  (ii) any asset which is otherwise  required to be reflected
in the Closing  Balance  Sheet which is not reflected in the May 31 Balance
Sheet,  unless  acquired  thereafter,  shall be  excluded  from the Closing
Balance Sheet;  (iii) no deferred  income tax asset or income tax liability
shall be included on the Closing Balance Sheet; (iv) no Income Tax asset or
Income Tax liability  shall be included on the Closing  Balance Sheet;  (v)
the following  items shall be included in the Closing  Balance  Sheet:  (A)
receivables  captioned  "Receivables  Trade-From  Consolidated  Subs",  (B)
Miscellaneous  Taxes  (as  defined  in  Section  4.09(a)(1))  and  (C)  any
liability  (but  this  clause  (C) shall not be deemed to cover the FAS 106
Liability, which is covered under clause (x) of this Section 1.04(b)) which
is accounted for through the intercompany account or otherwise is reflected
on Seller's  financial  statements  but  related to the  Company  (but with
respect to clause  (C),  only to the extent  that such  liability  is being
assumed by Buyer),  notwithstanding  that any  liability  described in this
clause (v) may not have been taken into account in the  preparation  of the
May 31 Balance  Sheet or in  determining  the Target Book Value;  provided,
that no  intercompany  accounts not expressly  described in this clause (v)
shall be included in the Closing Balance Sheet;  (vi) no reserve in respect
of the Burn Testing Matter shall be included on the Closing  Balance Sheet;
(vii) no "LIFO  Reserve"  shall be included on the Closing  Balance  Sheet;
(viii) no asset or liability  arising out of the Subsidiary  (including the
investment  shown as  "Investment  in &  Noncurrent  A/R from  Consolidated
Subs"), or the distribution of the capital stock of the Subsidiary,  or any
discontinued   operation  of  or  business  sold  by  the  Company  or  the
Subsidiary,  shall be included on the Closing  Balance  Sheet;  (ix) "Total
Accounts  Payable"  shall  be  reduced  by  the  aggregate  amount  of  the
Outstanding  Checks (shown as "Negative  Cash") as of the close of business
on the day  immediately  preceding the Closing Date;  (x) the lesser of (i)
50% of the FAS 106  Liability  (as  defined in clause  (g) of this  Section
1.04) and (ii)  $2,000,000  shall be included as a liability on the Closing
Balance Sheet (such amount included in the Closing Balance Sheet,  the "FAS
106  Closing  Balance  Sheet  Liability");  and  (xi)  no  cash  (including
equivalents),     including     amounts     described    as    "Receivables
Other-Lockbox-KCC,"  shall be included on the Closing  Balance  Sheet.  All
quoted terms in this clause  shall refer to the  captions in the  Company's
balance sheet.

               (c) The Closing  Balance Sheet  delivered by Buyer to Seller
and the computation of the Purchase Price Adjustment  annexed thereto shall
be conclusive and binding upon the parties  unless  Seller,  within 30 days
after the delivery to Seller of the Closing  Balance Sheet,  notifies Buyer
in writing  that Seller  disputes  any of the  amounts  set forth  therein,
specifying  the nature of the dispute and the basis  therefor.  The parties
shall in good faith  attempt to resolve  any  dispute,  in which  event the
Closing Balance Sheet and the computation of the Purchase Price Adjustment,
as  amended to the  extent  necessary  to  reflect  the  resolution  of the
dispute,  shall be conclusive and binding upon the parties.  If the parties
do not reach  agreement  resolving all of the matters in dispute  within 10
days  after  notice  is given by  Seller to Buyer  pursuant  to the  second
preceding  sentence,  the parties  shall  submit the  remaining  matters in
dispute to the department specializing in dispute resolution of the Chicago
office of Arthur  Andersen & Co. for resolution;  provided,  that if Arthur
Andersen & Co. has had a material  relationship with either Buyer or Seller
or any of their  respective  affiliates  within the two years preceding the
appointment or Arthur  Andersen & Co.  refuses to accept such  appointment,
the parties  shall  submit the  remaining  matters in dispute to such other
nationally  recognized   independent   accounting  firm  that  is  mutually
agreeable  to the  parties,  which  firm  shall  not  have  had a  material
relationship  with either  Buyer or Seller or their  respective  affiliates
within the two years preceding the appointment  (such  accounting firm, the
"Arbiter"), for resolution. If the parties cannot agree on the selection of
such an independent  accounting  firm to act as Arbiter,  the parties shall
request the American  Arbitration  Association  to appoint such a firm, and
such  appointment  shall  be  conclusive  and  binding  upon  the  parties.
Promptly, but no later than 20 days after its acceptance of its appointment
as Arbiter,  the Arbiter shall determine,  based solely on presentations by
Buyer and  Seller,  and not by  independent  review,  only those  issues in
dispute  and  shall  render a  written  report  as to the  dispute  and the
resulting  computation of the Closing  Balance Sheet and the Purchase Price
Adjustment, if any, which shall be conclusive and binding upon the parties.
In  resolving   any  disputed   item,   the  Arbiter  (x)  shall  make  its
determination  in accordance  with the  provisions of this Section 1.04 and
the other provisions of this Agreement to the extent expressly  relating to
this Section 1.04 and the matters in dispute  (provided that whether or not
Buyer has an  indemnification  right  hereunder  with respect to any matter
shall not be taken into  account  for  purposes of the  preparation  of the
Closing Balance Sheet or any dispute in connection therewith), (y) shall be
bound by the  provisions of paragraph (b) of this Section 1.04, and (z) may
not assign a value to any item  greater  than the  greatest  value for such
item claimed by either party or less than the smallest  value for such item
claimed by either  party.  The fees,  costs and expenses of the Arbiter (i)
shall be borne by Seller in the proportion that the aggregate dollar amount
of such disputed  items so submitted  that are  unsuccessfully  disputed by
Seller (as finally determined by the Arbiter) bears to the aggregate dollar
amount of such items so  submitted  and (ii) shall be borne by Buyer in the
proportion  that the  aggregate  dollar  amount of such  disputed  items so
submitted that are successfully  disputed by Seller (as finally  determined
by the  Arbiter)  bears to the  aggregate  dollar  amount of such  items so
submitted.  Buyer and Seller each shall make  available  to the other (upon
the  request  of the other)  their  respective  work  papers  generated  in
connection with the preparation or review of the Closing Balance Sheet.

               (d) As used  herein,  (i) the term  "Final  Closing  Balance
Sheet" shall mean the Closing Balance Sheet which has become conclusive and
binding upon the parties  pursuant to paragraph  (c) of this Section  1.04,
(ii) the term  "Closing  Book  Value"  shall  mean the amount  obtained  by
subtracting  the total  liabilities  (including  Deferred  Revenue)  of the
Company,  as set forth in the Final Closing  Balance Sheet,  from the total
assets of the Company, as set forth in the Final Closing Balance Sheet, and
(iii) the term "Target Book Value"  shall mean  $72,000,000  if the Closing
occurs  during the months of July or August of 1998,  and,  if the  Closing
does not occur during either of such months,  such $72,000,000 amount shall
be  increased  by  $1,000,000  on the  first  day of  each  calendar  month
following August of 1998. If the Target Book Value exceeds the Closing Book
Value, the amount of such excess shall be the "Purchase Price  Adjustment."
If the Closing  Book Value  equals or exceeds  the Target  Book Value,  the
Purchase Price  Adjustment  shall be zero. If the Purchase Price Adjustment
is greater than zero,  the amount  thereof shall be paid by Seller to Buyer
in accordance with the provisions of paragraph (e) of this Section 1.04.

               (e) The amount of any Purchase Price  Adjustment  shall bear
interest at an annual rate equal to the reference rate from time to time of
The Chase  Manhattan  Bank N.A. from and including the Closing Date to, but
not  including,  the date of payment.  Any amount payable as Purchase Price
Adjustment (plus interest determined pursuant to the immediately  preceding
sentence) shall be paid by wire transfer of immediately  available funds to
an account  designated  in writing by Buyer.  Such payment shall be made on
the third  business  day  following  (i) the last day on which  Seller may,
pursuant  to the first  sentence of  paragraph  (c) of this  Section  1.04,
notify  Buyer that it disputes  any of the amounts set forth in the Closing
Balance  Sheet,  if Seller shall not notify  Buyer of any dispute,  or such
earlier date as Seller shall advise Buyer of the absence of any dispute, or
(ii) the date mutual  agreement is reached as to the amount of the Purchase
Price Adjustment,  if any, in the event of a dispute that is settled by the
parties  without resort to the Arbiter,  or (iii) the receipt of the report
of the Arbiter in the event of a dispute  which is settled by the  Arbiter,
as applicable.

               (f)  Buyer  shall   provide   Seller  and  its   accountants
reasonable  access to the books and  records of the  Company,  to any other
information, including work papers of its accountants, and to any employees
of the Company to the extent reasonably  necessary for the Seller to review
the Closing  Balance Sheet.  Seller shall provide Buyer and its accountants
reasonable   access  to  the  books  and  records  of  Seller,   any  other
information, including work papers of its accountants, and to any employees
of Seller to the extent  reasonably  necessary for Buyer in connection with
the  preparation  of the Closing  Balance Sheet and in connection  with any
objections to the Closing Balance Sheet raised by Seller.

               (g) The "FAS 106 Liability"  shall mean the Accumulated Post
Retirement  Benefit Obligation  ("APBO") for Postretirement  Benefits Other
Than  Pensions,  determined  in  accordance  with  Statement  of  Financial
Accounting  Standards  No.  106 ("FAS  106"),  of Seller in  respect of the
coverage  of  the  Company's   Active  Employees  (other  than  the  Active
Eligibles) by Seller's post  retirement  health and life insurance  benefit
plans as of the close of  business  on the day  immediately  preceding  the
Closing Date, based on the actuarial assumptions set forth in Seller's Post
Retirement  Life and Medical Plans  Actuarial  Valuation,  dated January 1,
1998, except that (i) the withdrawal  assumption that is to be used will be
mutually  agreed to by Buyer and Seller  prior to the Closing Date based on
the methodology employed by Seller in developing the withdrawal  assumption
used in such Valuation but reflecting the actual turnover experience of the
Company over the previous five calendar years,  and (ii) the APBO liability
shall be  determined  with  respect to the number of the  employees  of the
Company  covered  by the  applicable  plans  and  the  locations  of  those
employees  (the "Agreed  Assumptions").  Seller shall  promptly  provide to
Buyer after the date hereof all census data and other information necessary
to calculate the FAS 106 Liability.


                                 ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF SELLER
                  ----------------------------------------

          Seller represents and warrants to Buyer as follows:

          2.01. Capitalization. The authorized capital stock of the Company
consists of 1,000 shares of common stock,  no par value, of which 35 shares
are issued and outstanding. All of such 35 shares are validly issued, fully
paid and  non-assessable and are owned beneficially and of record by Seller
free and clear of all liens,  security  interests,  restrictions,  options,
proxies, voting trusts or other encumbrances ("Encumbrances"). There are no
outstanding securities convertible into,  exchangeable for, or carrying the
right to acquire,  equity  securities  of the  Company,  or  subscriptions,
warrants,  options,  rights or other arrangements or commitments obligating
the  Company to issue or dispose  of any of its  equity  securities  or any
ownership  interest  therein.  The sale and  delivery of the Stock to Buyer
pursuant  to Article I hereof  will vest in Buyer  legal and valid title to
the Stock,  free and clear of all  Encumbrances  (other  than  Encumbrances
created or suffered by Buyer).

          2.02.   Organization;   Subsidiaries.   (a)  The   Company  is  a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware  and has all  requisite  corporate  power and
authority  to carry  on its  business  as it is now  being  conducted.  The
Company is duly  qualified  to do  business  and is in good  standing  as a
foreign  corporation in all jurisdictions  where the nature of the property
owned or leased by it, or the nature of the business conducted by it, makes
such qualification  necessary and the absence of such qualification  would,
individually  or in the  aggregate,  have a material  adverse effect on the
business or financial condition of the Company. True and complete copies of
the  certificate of  incorporation,  by-laws and minute book of the Company
have previously been delivered or made available to Buyer.

               (b) As of the date  hereof,  there is no direct or  indirect
subsidiary of the Company other than K-C Nevada, Inc., a Nevada corporation
(the  "Subsidiary"),  and the Company  has no direct or indirect  ownership
interest  in any  other  entity.  The  Subsidiary  does not own or have any
rights  with  respect to any asset or  property  used in or relating to the
conduct of the Business.

          2.03. Corporate Power and Authority;  Effect of Agreement. Seller
is a  corporation  duly  organized,  validly  existing and in good standing
under the laws of the State of  Delaware  and has all  requisite  corporate
power and authority to execute,  deliver and perform this  Agreement and to
consummate the transactions  contemplated  hereby. The execution,  delivery
and performance by Seller of this Agreement and the  consummation by Seller
of the  transactions  contemplated  hereby have been duly authorized by all
necessary  corporate action on the part of Seller.  This Agreement has been
duly and validly executed and delivered by Seller and constitutes the valid
and binding obligation of Seller,  enforceable against Seller in accordance
with its terms,  except to the extent that such  enforceability  (i) may be
limited by  bankruptcy,  insolvency,  reorganization,  moratorium  or other
similar laws relating to creditors' rights  generally,  and (ii) is subject
to general  principles of equity.  Except as set forth in Schedule 2.08(b),
the execution, delivery and performance by Seller of this Agreement and the
consummation by Seller of the  transactions  contemplated  hereby will not,
with or  without  the giving of notice or the lapse of time,  or both,  (x)
violate  any law,  rule or  regulation  to which  Seller or the  Company is
subject, (y) violate any order,  judgment or decree applicable to Seller or
the  Company,   or  (z)  violate  any  provision  of  the   certificate  of
incorporation  or the  by-laws of Seller or the  Company;  except,  in each
case, for violations which in the aggregate would not materially  hinder or
impair the consummation of the transactions contemplated hereby.

          2.04. Financial Statements. (a) Seller has delivered to Buyer (i)
the  unaudited  pro forma  balance  sheet of the Company as of May 31, 1998
(the  "May 31  Balance  Sheet")  and  unaudited  pro  forma  statements  of
operations of the Company for the  five-month  period then ended,  and (ii)
unaudited pro forma balance sheets of the Company as of December 31 of each
of 1995, 1996 and 1997, and unaudited pro forma statements of operations of
the Company for each of the  twelve-month  periods  then ended (the "Annual
Financial  Statements")  (the financial  statements listed in (i) and (ii),
collectively, the "Financial Statements"),  copies of which are included in
Schedule 2.04(a).  Except as set forth in Schedule  2.04(a),  the Financial
Statements fairly present in all material  respects the financial  position
and the results of operations of the Company,  as of the  respective  dates
and for the respective  periods indicated therein and have been prepared in
conformity  with GAAP  consistently  applied.  All  adjustments to Seller's
financial statements which relate to the Company have been reflected in the
Financial  Statements.  All of the assets,  liabilities,  income, costs and
expenses reflected in the Financial  Statements are related to the Business
and arose out of and were incurred in the ordinary  course of the Business.
All related party transactions have been accounted for by use of consistent
accounting   policies  and   methodologies   which  would  not  affect  the
comparability of such financial information in any material way.

               (b)  Except  as  specifically  reflected  in  the  Financial
Statements  or  Schedule  2.04(b)  or  elsewhere  in  the  Schedules  or as
contemplated by this Agreement, the Company has no liabilities, commitments
or obligations  of any kind  whatsoever  (whether  secured or unsecured and
whether  accrued,  absolute,  contingent,  direct,  indirect or otherwise),
other than any  liabilities,  commitments or obligations (i) incurred after
May 31, 1998 in the ordinary course of business, or (ii) that, individually
and in the aggregate, are not material.

          2.05.  Absence of Certain Changes or Events.  Except as set forth
in Schedule  2.05 or reflected in the May 31 Balance  Sheet or permitted or
contemplated by this Agreement, since May 31, 1998, the Company has not (a)
suffered any material damage,  destruction or casualty loss to its physical
properties; (b) incurred or discharged any material obligation or liability
or  entered  into any other  material  transaction  except in the  ordinary
course  of  business;  (c)  suffered  any  material  adverse  change in the
business, financial condition,  assets, liabilities,  operations or results
of  operations  of  the  Company;  (d)  increased  the  rate  or  terms  of
compensation  payable or to become payable by the Company to its directors,
officers  or key  employees  or  increased  the rate or terms of any bonus,
pension or other  employee  benefit  plan  covering  any of its  directors,
officers or key employees,  except in each case increases  occurring in the
ordinary  course of business in  accordance  with its  customary  practices
(including normal periodic performance reviews and related compensation and
benefit increases) or as required by any pre-existing Commitment identified
in Schedule 2.08(a);  (e) consummated,  or agreed to consummate,  any sale,
lease or other  transfer or  disposition of any properties or assets except
for the sale of  inventory  items in the  ordinary  course of business  and
except for the sale or other  disposition of any tangible personal property
that, in the reasonable  judgment of management of the Company,  has become
uneconomic,  obsolete or worn out; (f) incurred,  assumed or guaranteed any
indebtedness  for borrowed money; (g) granted any Encumbrance on any of its
material  properties or assets; (h) entered into, amended or terminated any
material Commitment, or waived any material rights thereunder except in the
ordinary  course  of  business;  or (i) made any  grant  of  credit  to any
customer or  distributor on terms or in amounts  materially  more favorable
than those that have been extended to such customer or  distributor  in the
past.  Since May 31,  1998,  the Company has been  operated in all material
respects in the ordinary course in a manner consistent with past practice.

          2.06.  Assets and  Properties.  (a) The Company has good title to
all of the  material  tangible  personal  assets  and  properties  which it
purports to own  (including  those  reflected on the May 31 Balance  Sheet,
except for assets and properties sold, consumed or otherwise disposed of in
the ordinary course of business since May 31, 1998),  free and clear of all
Encumbrances,  except (a) as set forth in Schedule  2.06(a),  and (b) liens
for  taxes  not yet due and  payable  or due but not  delinquent  or  being
contested in good faith by appropriate proceedings.  Except as set forth in
Schedule 2.06(a),  the assets owned or leased by the Company constitute all
the assets  used in and  necessary  to conduct the  Business  as  currently
conducted.

               (b) All  material  tangible  properties  and assets owned or
utilized by the Company are in good operating  condition and repair (except
for  ordinary  wear and tear),  free from any  defects  (except  such minor
defects as do not  interfere  with the use  thereof  in the  conduct of the
normal  operations),  have been  maintained  consistent  with the standards
generally  followed  in the  industry  and are  sufficient  to carry on the
Business as presently  conducted.  Except as set forth in Schedule 2.06(b),
all buildings,  plants and other structures owned or otherwise  utilized by
the Company are in good  condition and repair (except for ordinary wear and
tear) in all material respects.

               (c) Schedule  2.06(c) sets forth a list of all real property
owned by the Company (the "Owned Real Property"). With respect to the Owned
Real Property,  (i) the Company has good and marketable title in fee simple
to the Owned Real Property,  free and clear of all  Encumbrances  except as
disclosed in Schedule  2.06(c),  (ii) there are no  outstanding  options or
rights of first  refusal in favor of any other party to purchase  the Owned
Real Property or any portion thereof or interest  therein,  (iii) there are
no leases,  subleases,  licenses,  options,  rights,  concessions  or other
agreements, to which any portion of the Owned Real Property is subject, and
(iv) all existing  water,  sewer,  gas,  electricity,  telephone  and other
utilities required for the use, occupancy, operation and maintenance of the
Owned Real  Property  are  adequate in all  material  respects for the use,
occupancy,  operation and maintenance  thereof,  as currently  conducted or
currently exists.

               (d) Schedule  2.06(d) sets forth a list of all real property
leased or subleased by the Company (the "Leased Real Property"). Seller has
made  available  to Buyer  true  and  complete  copies  of all  leases  and
subleases relating to the Leased Real Property.  With respect to the Leased
Real Property,  (i) the Company has good and valid leasehold estates in the
Leased  Real  Property,  free and clear of all  Encumbrances,  and (ii) all
existing  water,  sewer,  gas,  electricity,  telephone and other utilities
required for the use,  occupancy,  operation and  maintenance of the Leased
Real Property are adequate in all material respects for the use, occupancy,
operation  and  maintenance  thereof,  as currently  conducted or currently
exists.  Except  as set  forth on  Schedule  2.06(d),  each  such  lease or
sublease is legal, valid,  binding and enforceable against the Company and,
to Seller's  knowledge,  the other party or parties  thereto and is in full
force and effect.

               (e) Except as set forth on Schedule 2.06(e), (i) neither the
Seller  nor the  Company  has  received  notice of any  pending  or, to the
knowledge  of  the  Seller,   threatened  condemnation  or  eminent  domain
proceedings  or their  local  equivalent  with  respect  to the Owned  Real
Property or the Leased Real  Property,  (ii) the Owned Real  Property,  the
Leased Real Property, the use and occupancy thereof by the Company, and the
conduct  of the  Business  thereon  and  therein  do not  violate  any deed
restrictions,  (iii)  neither  Seller nor the Company has received  written
notice of a material  violation of any such  restrictions or any applicable
building codes, zoning,  subdivision or other land use or similar laws, and
(iv) to Seller's  knowledge,  none of the structures or improvements on any
of the Owned Real Property or the Leased Real Property encroaches upon real
property of another  person or entity,  and no structure or  improvement of
another person or entity  encroaches upon any of the Owned Real Property or
the Leased Real Property,  in either case which would materially  interfere
with the use thereof in the ordinary course of business.

          2.07.  Intellectual Property.  Schedule 2.07 sets forth a correct
and  complete  list of all Patents,  Trademarks  and  Copyrights  which are
owned,  licensed or  possessed by the Company or used in the conduct of the
Business (other than the Over the Counter  Licenses,  as defined in Section
2.08(a)(xiii)).  Except as set forth on Schedule  2.07, the Company owns or
possesses  adequate  rights to (without the making of any payment to others
or the  obligation to grant rights to others in exchange) all  Intellectual
Property  necessary to the conduct of the Business as presently  conducted.
Each item of Intellectual Property owned or used by the Company immediately
prior to the Closing will be owned or  available  for use by the Company on
identical  terms and  conditions  immediately  subsequent  to the  Closing,
except as set forth in  Sections  4.10 and 4.13.  The Company has taken all
necessary action to maintain and protect each item of Intellectual Property
that it owns or uses and which is material to the  Business.  The validity,
ownership, enforceability, use or legality of such Intellectual Property is
not being  questioned  or opposed in any claim,  demand or  Litigation  (as
defined in Section 2.09) to which the Company,  or, to Seller's  knowledge,
any other  person  or entity  who has  granted  a license  of  Intellectual
Property to the Company,  is a party or subject,  nor, to the  knowledge of
Seller, is any such claim, demand or Litigation threatened.  The conduct of
the  Business as  currently  conducted  does not,  to  Seller's  knowledge,
infringe,  conflict with, interfere with or misappropriate any Intellectual
Property rights of third parties,  and the Company has not since January 1,
1996 received any charge,  complaint,  claim, demand or notice alleging any
such infringement,  conflict,  interference or misappropriation  (including
any  claim  that the  Company  must  license  or  refrain  from  using  any
Intellectual   Property  rights  of  any  third  party).  All  licenses  of
Intellectual  Property  granted by the Company to others and  currently  in
effect are legal,  valid,  binding and enforceable against the Company and,
to Seller's knowledge, the other parties thereto, and are in full force and
effect, and neither the Company nor, to Seller's knowledge, any other party
to any such license is in breach or default, and, to Seller's knowledge, no
event has  occurred  which with notice or lapse of time would  constitute a
breach or  default  or permit  termination,  modification  or  acceleration
thereunder,  nor,  to  Seller's  knowledge,  has any party  repudiated  any
provision  thereof.  With  respect  to each item of  material  Intellectual
Property owned by the Company,  the Company possesses all right,  title and
interest  in and to the item,  free and clear of any  Encumbrance  or other
restriction.  The computer  software  owned or used by, or licensed to, the
Company  is  adequate  for  its  current  use  in  all  material  respects.
"Intellectual  Property" shall mean (a) all inventions  (whether patentable
or  unpatentable  and  whether  or  not  reduced  to  practice),   and  all
improvements  thereto,  (b) all  patents,  patent  applications  and patent
disclosures,     together    with    all    reissuances,     continuations,
continuations-in-part,  revisions,  extensions and  reexaminations  thereof
("Patents"),  (c) all trademarks,  service marks, trade dress, logos, trade
names and corporate  names,  together with all  translations,  adaptations,
derivations and combinations  thereof and including all goodwill associated
therewith,  and all applications,  registrations and renewals in connection
therewith  ("Trademarks"),  (d) all copyrightable works, all copyrights and
all  applications,  registrations  and  renewals  in  connection  therewith
("Copyrights"), (e) all trade secrets and confidential business information
(including   ideas,   research   and   development,   know-how,   formulas,
compositions,   manufacturing  and  production  processes  and  techniques,
technical data, computer software,  designs,  drawings and specifications).
Following the Closing, the Company shall own, free of any Encumbrance,  the
AIM system and all assets and rights of Seller and its affiliates  relating
thereto,  including,  without limitation,  all "source and object" code, as
modified,  all systems  documentation and all hardware terminals,  personal
computers  and printers  used by the Company to support and operate the AIM
system,  but  specifically  excluding  the  AS/400  midrange  computer  and
peripheral equipment owned by Seller and all  telecommunications  equipment
owned by Seller (other than equipment  currently located at any facility of
the Company) and used in the communication of data and processes within the
AIM system.

          2.08. Commitments.  (a) Schedule 2.08(a) sets forth each contract
or agreement,  whether  written or oral  (including  any and all amendments
thereto),  to which the Company is a party or by which the Company is bound
that are  either  executory  in nature or that  have been  consummated  but
contain representations,  warranties, covenants, guaranties, indemnities or
other obligations that remain in effect  (collectively,  the "Commitments")
of the following types:

                    (i) Commitments for the sale of any real properties, or
     for the grant of any option or  preferential  rights to  purchase  any
     such real  properties,  and  Commitments  for the sale of any personal
     (tangible or intangible)  properties other than in the ordinary course
     of business,  or for the grant of any option or preferential rights to
     purchase  any such  personal  properties  other  than in the  ordinary
     course of business;

                    (ii) Commitments for the construction,  modification or
     repair of any building, structure or facility or for the incurrence of
     any capital  expenditures or for the  acquisition of fixed assets,  in
     each case providing for aggregate payments in excess of $375,000;

                    (iii)  Commitments  relating to the  acquisition by the
     Company of any  operating  business or the capital  stock of any other
     person or entity;

                    (iv)  Commitments  pursuant  to which  the  Company  is
     required to purchase or sell a stated portion of its  requirements  or
     output to  another  party or utilize a stated  portion of its  service
     capacity  for,  on behalf of, or upon the  referral  of another  party
     other than on a one-time basis;

                    (v) Commitments  relating to any Litigation (other than
     those which  involve  claims solely for money  damages,  and the money
     damages for such Commitments  individually or in the aggregate involve
     less than $25,000);

                    (vi)  Commitments  relating to the lending or borrowing
     of money,  including loan  agreements,  guarantees of any liabilities,
     performance bonds, letters of credit,  bankers acceptances and similar
     instruments or arrangements;

                    (vii)  Commitments  under which the  Company  agrees to
     indemnify  any person or entity other than in the  ordinary  course of
     business;

                    (viii) Commitments  containing covenants of the Company
     not  to  compete,  do  business  in any  line  of  business  or in any
     geographical area or with any person or entity, or to disclose certain
     information  (but with respect to disclosure  of certain  information,
     other than in the ordinary course of business);

                    (ix)  Commitments  pursuant  to which the  Company  (A)
     leases,  subleases,  licenses  or  otherwise  has the right to use any
     material  personal  property of another  party or (B) is the lessor of
     any material personal property;

                    (x)  Commitments  in  respect  of  any  joint  venture,
     partnership   or  other  similar   arrangement   (including,   without
     limitation, any joint development agreement);

                    (xi)  Commitments   relating  to  any  governmental  or
     regulatory  authority,   including  without  limitation,  the  Federal
     Aviation Administration;

                    (xii) Commitments for the lease or sublease of any real
     property;

                    (xiii)   Commitments   for   the   licensing   of   any
     Intellectual  Property,   other  than  with  respect  to  non-Business
     specific computer software  purchasable on an over-the-counter  basis,
     including  Microsoft  Windows and similar computer software ("Over the
     Counter Licenses");

                    (xiv)   material   Commitments   with   agents,   sales
     representatives and consultants of the Business;

                    (xv)  Commitments  relating to  outstanding  letters of
     credit or performance bonds or creating any obligation or liability as
     guarantor,  surety,  co-signer,   endorser,  co-maker,  indemnitor  or
     otherwise in respect of the obligation of any person or entity, except
     as endorser  or maker of checks or letters of credit  endorsed or made
     in the ordinary course of business; and

                    (xvi) Commitments (other than those specified in any of
     clauses (i) through  (xv) of this  paragraph  (a)) which  relate to or
     affect the Business or any of the assets or  properties of the Company
     in any way that is material to the Business.

               (b)  Except as set  forth in  Schedule  2.08(b),  all of the
Commitments referred to in the preceding paragraph (a) are valid,  binding,
in full force and effect and  enforceable  in  accordance  with their terms
against the Company, and to the knowledge of Seller, against the respective
counterparties  to such  Commitments.  Complete  copies (or, if oral,  full
written  descriptions)  of  all  Commitments  required  to  be  so  listed,
including all amendments thereto,  and complete copies of all standard form
Commitments  used in the conduct of the  Business,  have been  delivered or
made available to Buyer. Except as set forth in Schedule 2.08(b), (i) there
is no  breach,  violation  or  default  on the part of the  Company  or, to
Seller's knowledge,  on the part of the other parties thereto, and no event
which,  with notice or lapse of time or both,  would  constitute  a breach,
violation or default on the part of the Company or, to Seller's  knowledge,
on the part of the other parties thereto,  or, to Seller's knowledge,  give
rise  to  any   Encumbrance   or   right  of   termination,   modification,
cancellation,    prepayment,    suspension,   limitation,   revocation   or
acceleration  under, any Commitment listed in Schedule 2.08(a),  except for
breaches,   violations  and  defaults,   or   Encumbrances   or  rights  of
termination,    modification,    cancellation,    prepayment,   suspension,
limitation,  revocation  or  acceleration  which,  individually  or in  the
aggregate,  are not  material,  and (ii)  neither the  Company  nor, to the
knowledge of Seller,  any other party to any of the  Commitments  listed in
Schedule  2.08(a),  is in material arrears in respect of the performance or
satisfaction  of the terms and  conditions  on its part to be  performed or
satisfied  under any of such  Commitments  (other than as  reflected in the
accounting reserve  established for doubtful accounts and the allowance for
credit sales and other than in the  ordinary  course of  business),  and no
material  waiver or  material  indulgence  has been  granted  by any of the
parties thereto.

          2.09. Litigation. Except as set forth in Schedule 2.09, as of the
date hereof,  there is no claim, suit, action or proceeding in any court or
before any governmental or regulatory authority  ("Litigation") pending or,
to Seller's knowledge,  threatened,  involving the Company, the Business or
any assets or liabilities  of any of the foregoing.  Except as set forth in
Schedule  2.09,  the  Company  is not  subject to any  outstanding  orders,
rulings,  judgments,  injunctions,  writs,  decrees or actions,  including,
without limitation, any actions brought by any regulatory authority.

          2.10. Compliance with Laws. Except as set forth in Schedule 2.10,
the  Company  has  been and is in  material  compliance  with all  material
applicable laws,  rules,  regulations and orders relating to the operation,
conduct or ownership of the Business  (including,  without limitation,  all
applicable  rules and regulations of the Federal  Aviation  Administration)
other than with respect to Environmental Laws, which are covered by Section
2.12.   The   Company  has  all   permits,   licenses,   certificates   and
authorizations of governmental and regulatory  authorities (other than with
respect to  Environmental  Permits,  which are  covered  by  Section  2.12)
necessary for the conduct of the Business as presently conducted.

          2.11.  Employee  Benefit Plans.  (a) Schedule.  Schedule  2.11(a)
contains a true and  complete  list of each  Company  Benefit Plan and each
Employee Agreement.

               (b)  Documents.  Seller has  provided or made  available  to
Buyer,  or has caused to be provided,  to Buyer (i)  current,  accurate and
complete  copies of all  documents  embodying  or relating to each  Company
Benefit Plan and each Employee Agreement, including all amendments thereto,
and trust or funding agreements with respect thereto (excluding any grantor
trusts  established  to hold  assets  subject  to the  claims  of  Seller's
creditors);  (ii) the two (2) most recent annual  reports  (Series 5500 and
all schedules  thereto),  if any,  required under ERISA in connection  with
each  Company  Benefit  Plan  or  related  trust;  (iii)  the  most  recent
determination  letter  received  from the  IRS,  if any,  for each  Company
Benefit   Plan  and  related   trust  which  is  intended  to  satisfy  the
requirements  of Section  401(a) of the Code;  (iv) the most recent summary
plan  description  with respect to each Company  Benefit Plan;  and (v) all
summary plan descriptions and communications of any material  modifications
to any Employee or Employees relating to each Company Benefit Plan.

               (c)  Compliance.  With respect to each Company Benefit Plan,
in all material respects, (i) the Company,  Seller and each ERISA Affiliate
have performed,  or will perform,  all obligations required to be performed
by them under each Company Benefit Plan and Employee  Agreement and neither
the  Company,  Seller nor any ERISA  Affiliate  is in  default  under or in
violation of any Company  Benefit Plan,  (ii) each Company Benefit Plan has
been  established  and  maintained  in  accordance  with its  terms  and in
compliance  with  all  applicable  laws,   statutes,   orders,   rules  and
regulations,  including  but not  limited to ERISA and the Code,  including
without limiting the foregoing,  the timely filing of all required reports,
documents and notices,  where applicable,  with the IRS and the Department;
(iii) except for the  Kimberly-Clark  Corporation  Retirement  Contribution
Plan,  which Seller has no reason to believe is not qualified under Section
401 of the Code,  each  Company  Benefit  Plan  intended  to qualify  under
Section 401 of the Code has received a  determination  letter issued by the
IRS to the effect that each such Company  Benefit Plan is so qualified  and
that each trust  forming a part of any such Company  Benefit Plan is exempt
from tax pursuant to Section 501(a) of the Code and no circumstances  exist
which would  adversely  affect this  qualification  or  exemption;  (iv) no
"prohibited transaction," within the meaning of Section 4975 of the Code or
Section 406 of ERISA,  has  occurred  with  respect to any Company  Benefit
Plan;  (v) no action or failure to act and no transaction or holding of any
asset by, or with  respect to, any Company  Benefit Plan has or may subject
the Company,  Seller or any ERISA  Affiliate  or any  fiduciary to any tax,
penalty or other liability,  whether by way of indemnity or otherwise; (vi)
there are no actions, proceedings,  arbitrations,  suits or claims pending,
or to the  knowledge  of Seller,  threatened  or  anticipated  (other  than
routine  claims for  benefits)  against  the  Company,  Seller or any ERISA
Affiliate or any  administrator,  trustee or other fiduciary of any Company
Benefit  Plan  with  respect  to  any  Company  Benefit  Plan  or  Employee
Agreement, or against any Company Benefit Plan or against the assets of any
Company  Benefit  Plan;  (vii) no event or  transaction  has occurred  with
respect to any Company  Benefit Plan that would result in the imposition of
any tax under  Chapter 43 of Subtitle D of the Code;  (viii)  each  Company
Benefit Plan can be amended,  terminated or otherwise  discontinued without
liability to the Company, Seller or any ERISA Affiliate;  (ix) the Company,
Seller and each ERISA  Affiliate  have made or will make all  payments on a
timely basis with respect to all periods through the date hereof,  and will
make any pro-rata payment on a timely basis for the period ending as of the
Closing Date, in each case which are required by each Company Benefit Plan,
each related trust or by law to be made to, or with respect to each Company
Benefit Plan (including all insurance premiums or intercompany charges with
respect to each Company Benefit Plan); (x) no Company Benefit Plan is under
audit or  investigation  by the IRS, the Department or the PBGC, and to the
knowledge  of  Seller,  no  such  audit  or  investigation  is  pending  or
threatened;  and (xi) no liability with respect to the Employees  under any
Company  Benefit  Plan has been  funded  nor has any such  obligation  been
satisfied  with the purchase of a contract from an insurance  company as to
which the  Company  has  received  notice  that such  insurance  company is
insolvent or is in rehabilitation or any similar proceeding.

               (d) Pension Plans.  Except as disclosed on Schedule 2.11(a),
as of the date hereof, neither the Company,  Seller nor any ERISA Affiliate
presently  sponsors,  maintains  or  contributes  to, nor has the  Company,
Seller or any ERISA Affiliate ever sponsored,  maintained,  contributed to,
or been required to contribute to, a Pension Plan which is subject to Title
IV of ERISA.

               (e) Multi-Employer  Plans. The Company,  Seller or any ERISA
Affiliate  have never  contributed to or been required to contribute to, or
incurred any  withdrawal  liability  (within the meaning of Section 4201 of
ERISA) to any Multi-Employer Plan.

               (f) No Post Employment Obligations. Except for those Company
Benefit  Plans and  Employee  Agreements  disclosed  on  Schedule  2.11(a),
neither  the  Company,  Seller nor any ERISA  Affiliate  (i)  maintains  or
contributes  to any  Company  Benefit  Plan  which  provides,  or  has  any
liability to provide, life insurance,  medical, severance or other employee
welfare  benefits to any Employee  upon his  retirement or  termination  of
employment, except as may be required by Section 4980B of the Code; or (ii)
has ever  represented,  promised or contracted  (whether in oral or written
form) to any Employee (either individually or to Employees as a group) that
such Employee(s) would be provided with life insurance,  medical, severance
or other employee  welfare benefits upon their retirement or termination of
employment, except to the extent required by Section 4980B of the Code.

               (g) Effect of Transaction. The execution of, and performance
of the transactions contemplated in, this Agreement will not constitute the
sale of more than one-third (1/3) of the fair market value of the assets of
the Seller Group.

               (h) Employment Matters. The Company (i) is in compliance, in
all material respects,  with all applicable federal,  state and local laws,
rules  and  regulations  (domestic  and  foreign)  respecting   employment,
employment  practices,  labor, terms and conditions of employment and wages
and hours, in each case,  with respect to Employees;  (ii) has withheld all
amounts  required by law or by  agreement  to be  withheld  from the wages,
salaries  and other  payments  to  Employees;  (iii) is not  liable for any
arrears of wages or any taxes or any penalty for failure to comply with any
of the  foregoing;  and (iv) is not liable for any past due  payment to any
trust or other fund or to any  governmental  or  administrative  authority,
with respect to  unemployment  compensation  benefits,  social  security or
other benefits for Employees.

               (i) Labor.  No Employees  are currently  represented  by any
labor union for purposes of collective  bargaining  and no  activities  the
purpose of which is to achieve such  representation  of all or some of such
Employees  are  threatened  or ongoing.  No work  stoppage or labor  strike
against  the  Company or Seller by  Employees  is pending  or, to  Seller's
knowledge,  threatened.  Except as set forth on Schedule 2.09,  neither the
Company nor Seller (i) is involved in or, to Seller's knowledge, threatened
with any labor dispute,  grievance, or litigation relating to labor matters
involving any Employees,  including,  without limitation,  violation of any
federal,  state or local  labor,  safety or  employment  laws  (domestic or
foreign),  charges of unfair labor practices or discrimination  complaints;
(ii) has engaged in any unfair  labor  practices  within the meaning of the
National  Labor  Relations  Act or the  Railway  Labor  Act;  or  (iii)  is
presently, nor has been in the past a party to, or bound by, any collective
bargaining  agreement or union  contract  with respect to Employees  and no
such agreement or contract is currently  being  negotiated by Seller or any
of its affiliates.

               (j)  501(c)(9)  Trust.   Except  as  disclosed  in  Schedule
2.11(a), no Company Benefit Plan or Employee Agreement is funded by a trust
described in Section 501(c)(9) of the Code.

               (k) Welfare  Plan  Funding.  Except as disclosed in Schedule
2.11(a),  with respect to each Welfare Plan, all claims incurred (including
claims  incurred but not  reported) by Employees  thereunder  for which the
Company is, or will become,  liable are (i) insured  pursuant to a contract
of  insurance  whereby the  insurance  company  bears any risk of loss with
respect to such  claims;  or (ii)  covered  under a contract  with a health
maintenance  organization  (an "HMO")  pursuant  to which the HMO bears the
liability for such claims.

               (l)  Controlled   Group   Liability.   The  Company  has  no
liability, contingent or otherwise, to, or with respect to any Benefit Plan
(other than the Company  Benefit  Plans and Employee  Agreements  which are
listed on Schedule 2.11(a)), which is now or previously has been sponsored,
maintained,  contributed to, or required to be contributed to, by Seller or
any ERISA Affiliate.

          For the purposes of this  Agreement,  the  following  terms shall
have the meanings indicated:

               "Benefit Plan" means each plan, program, policy, contract or
agreement or other arrangement  providing for  compensation,  vacation pay,
severance,  termination  pay,  performance  awards,  stock or stock-related
awards,  fringe benefits or other employee benefits of any kind, including,
without  limitation,  each  "employee  benefit plan," within the meaning of
Section 3(3) of ERISA and each "multi-employer  plan" within the meaning of
Sections 3(37) or 4001(a)(3) of ERISA.

               "Code" means the Internal  Revenue Code of 1986,  as amended
and any regulations promulgated or proposed thereunder.

               "Company  Benefit  Plan" means each Benefit Plan (other than
an  Employee  Agreement)  which is now or  previously  has been  sponsored,
maintained,  contributed  to, or  required  to be  contributed  to, or with
respect to which any  withdrawal  liability  (within the meaning of Section
4201 of  ERISA)  has been  incurred,  by the  Company,  Seller or any ERISA
Affiliate for the benefit of any Employee for his service as an Employee of
the  Company,  and  pursuant  to which  the  Company,  Seller  or any ERISA
Affiliate has or may have any liability, contingent or otherwise.

               "Department" means the U.S. Department of Labor.

               "Employee" means each current,  former, or retired employee,
officer,  consultant,  independent  contractor,  agent or  director  of the
Company.

               "Employee  Agreement"  means  each  management,  employment,
severance, consulting,  non-compete,  confidentiality, or similar agreement
or  contract  between the  Company or Seller and any  Employee  pursuant to
which the  Company,  Seller  has or may have any  liability  contingent  or
otherwise.

               "ERISA" means the Employee Retirement Income Security Act of
1974, as amended and any regulations promulgated or proposed thereunder.

               "ERISA  Affiliate"  means each business or entity which is a
member of a "controlled group of  corporations,"  under "common control" or
an  "affiliated  service  group"  with the  Company  within the  meaning of
Sections 414(b),  (c) or (m) of the Code, or required to be aggregated with
the Company under Section 414(o) of the Code, or is under "common  control"
with the Company, within the meaning of Section 4001(a)(14) of ERISA.

               "IRS" means the Internal Revenue Service.

               "Multi-Employer  Plan" means each Company Benefit Plan which
is a  "multi-employer  plan"  within  the  meaning  of  Sections  3(37)  or
4001(a)(3) of ERISA.

               "PBGC" means the Pension Benefit Guaranty Corporation.

               "Pension Plan" means each Company Benefit Plan (other than a
Multi-Employer Plan) which is an "employee pension benefit plan" within the
meaning of Section 3(2) of ERISA.

               "Welfare  Plan" means each Company  Benefit Plan which is an
"employee  welfare  benefit  plan"  within the  meaning of Section  3(1) of
ERISA.

          2.12.  Environmental  Matters.  (a)(i)  Except  as set  forth  in
Schedule  2.12(a)(i),  (1) since  January 1, 1993,  the  Company has at all
times been operated, and is, in compliance,  in all material respects, with
all applicable  Environmental Laws and (2) prior to January 1, 1993, to the
knowledge  of Seller,  the  Company  was  operated  in  compliance,  in all
material respects, with Environmental Laws.

                    (ii) Except as set forth in Schedule  2.12(a)(ii),  the
     Company  (1)  has  obtained,  and is in  compliance,  in all  material
     respects, with all permits,  licenses,  authorizations,  registrations
     and other governmental  consents required by applicable  Environmental
     Laws  ("Environmental  Permits"),  and (2) has  made  all  appropriate
     filings  for the  issuance  or renewal of such  Environmental  Permits
     (other than in connection with the transactions contemplated hereby).

                    (iii) Except as set forth on Schedule 2.12(a)(iii), all
     of the Owned Real  Property,  Leased  Real  Property or any other real
     property  operated or controlled by the Company  (collectively,  "Real
     Property")  are free of any  material  contamination  arising  out of,
     relating to, or resulting from the release or other  dissemination  by
     the Company of any Hazardous Substances, and there has been no release
     or other  dissemination  at any time since January 1, 1993 (or, to the
     knowledge  of  Seller,  prior to  January  1,  1993) of any  Hazardous
     Substances  at, on,  about,  under or within any Real  Property or, to
     Seller's knowledge, any real property formerly owned, leased, operated
     or controlled by the Company or any  predecessor  thereof  (other than
     pursuant to and in accordance with Environmental Permits).

                    (iv) Except as set forth in Schedule 2.12(a)(iv), there
     are no claims,  notices (including,  without limitation,  notices that
     the Company or a  Subsidiary  is or may be a  potentially  responsible
     person or otherwise  liable in connection  with any waste  disposal or
     other  site  containing  Hazardous  Substances),  civil,  criminal  or
     administrative actions, suits, hearings, investigations,  inquiries or
     proceedings  pending or, to Seller's  knowledge,  threatened  that are
     based on or related to any Environmental  Matters (including,  without
     limitation,  the failure to comply with any  Environmental  Law or the
     failure to have, or to comply with, any Environmental Permits).

                    (v) Except as set forth in Schedule  2.12(a)(v),  there
     are no  present  or past  conditions,  events,  circumstances,  facts,
     activities,  practices,  incidents,  actions,  omissions or plans: (1)
     that are  reasonably  likely  to  interfere  with or  prevent,  in any
     material   respect,   continued   compliance   by  the  Company   with
     Environmental  Laws or the requirements of Environmental  Permits,  or
     (2) that are reasonably likely to give rise to any material  liability
     under any  Environmental  Laws, or (3) that are  reasonably  likely to
     form the  basis  of any  material  claim,  action,  suit,  proceeding,
     hearing,  investigation  or inquiry  against or involving  the Company
     based on or related to any Environmental Matter.

                    (vi) Except as set forth in Schedule 2.12(a)(vi), there
     are no  underground  or aboveground  storage  tanks,  incinerators  or
     surface impoundments at, on, or about, under or within any of the Real
     Property.   Schedule   2.12(a)(vi)   also  lists  all  underground  or
     aboveground storage tanks,  incinerators or surface  impoundments that
     were removed by the Company from any such Real Property  since January
     1, 1988, or to Seller's knowledge, prior thereto.

                    (vii)  Except  as set forth on  Schedule  2.12(a)(vii),
     since January 1, 1993, or, to Seller's knowledge,  prior thereto,  the
     Company has not used any waste  disposal  site, or otherwise  disposed
     of, transported,  or arranged for the transportation of, any Hazardous
     Substances to any place or location.

                    (viii)  Except as set forth in Schedule  2.12(a)(viii),
     no lien exists,  and no condition  exists  which could  reasonably  be
     expected to result in the filing of a lien,  against any Real Property
     under any Environmental Law or relating to any Environmental Matter.

               (b) Seller has delivered or made available to Buyer true and
complete  copies and results of any material  reports,  studies,  analyses,
tests,  or monitoring in the  possession of the Company or Seller,  in each
case  relating to any  Environmental  Matters  with  respect to the Company
(including without limitation any Hazardous Substances at, on, about, under
or within any Real Property or any real property  formerly  owned,  leased,
operated or controlled by the Company or any predecessor thereof).

          For the purposes of this Section 2.12, the following  terms shall
have the meanings indicated:

               "Environmental   Laws"  means,   without   limitation,   the
Comprehensive  Environmental  Response,  Compensation and Liability Act, 42
U.S.C.   ss.ss.  9601  et  seq.,  the  Emergency   Planning  and  Community
Right-to-Know  Act of 1986, 42 U.S.C.  ss.ss.  11001 et seq.,  the Resource
Conservation  and Recovery Act, 42 U.S.C.  ss.ss.  6901 et seq.,  the Toxic
Substances  Control  Act,  15  U.S.C.  ss.ss.  2601 et  seq.,  the  Federal
Insecticide,  Fungicide,  and Rodenticide Act, 7 U.S.C. ss.ss. 136 et seq.,
the Clean Air Act,  42 U.S.C.  ss.ss.  7401 et.  seq.,  the Clean Water Act
(Federal Water Pollution  Control Act), 33 U.S.C.  ss.ss. 1251 et seq., the
Safe Drinking Water Act, 42 U.S.C.  ss.ss.  300f et seq., the  Occupational
Safety and  Health  Act,  29 U.S.C.  ss.ss.  641,  et seq.,  the  Hazardous
Materials Transportation Act, 49 U.S.C. ss.ss. 1801, et seq., as any of the
above  statutes  shall be in effect as of the Closing  Date,  all rules and
regulations  promulgated  pursuant  to any of the above  statutes,  and any
other foreign,  federal,  state or local law, statute,  ordinance,  rule or
regulation governing  Environmental Matters, as the same shall be in effect
as of the Closing Date,  including any common law cause of action providing
any right or remedy relating to Environmental  Matters,  and all applicable
judicial and  administrative  decisions,  orders,  and decrees  relating to
Environmental Matters.

               "Environmental  Matter"  means any  matter  arising  out of,
relating to, or resulting from pollution, contamination,  protection of the
environment,  human  health or  safety,  health  or  safety  of  employees,
sanitation,   and  any   matters   relating   to   emissions,   discharges,
disseminations,  releases or  threatened  releases of Hazardous  Substances
into the air (indoor and outdoor),  surface water, groundwater,  soil, land
surface or subsurface,  buildings, facilities, real or personal property or
fixtures or otherwise  arising out of,  relating to, or resulting  from the
manufacture,  processing,  distribution, use, treatment, storage, disposal,
transport, handling, release or threatened release of Hazardous Substances.

               "Hazardous  Substances" means any pollutants,  contaminants,
toxic or hazardous or extremely hazardous  substances,  materials,  wastes,
constituents,  compounds, chemicals, natural or man-made elements or forces
(including,  without limitation,  petroleum or any by-products or fractions
thereof,  any  form of  natural  gas,  Bevill  Amendment  materials,  lead,
asbestos and asbestos-containing materials, building construction materials
and  debris,   polychlorinated   biphenyls   ("PCBs")  and   PCB-containing
equipment,  radon  and  other  radioactive  elements,  ionizing  radiation,
electromagnetic  field radiation and other  non-ionizing  radiation,  sonic
forces and other natural forces,  infectious,  carcinogenic,  mutagenic, or
etiologic   agents,   pesticides,   defoliants,   explosives,   flammables,
corrosives and urea formaldehyde foam insulation) that are regulated by, or
form the basis of liability under, any Environmental Laws.

          2.13.  Consents.  Except (i) as set forth in Schedule 2.13,  (ii)
with respect to Environmental  Permits,  which are covered by Section 2.12,
and (iii) under the Hart-Scott  Rodino Antitrust  Improvements Act of 1976,
as amended,  and the rules and  regulations  thereunder (the "HSR Act"), no
consent, approval or authorization of, or exemption by, or filing with, any
governmental authority or third party is required to be obtained or made by
Seller or the  Company  in  connection  with the  execution,  delivery  and
performance  by Seller  of this  Agreement  or the  taking by Seller of any
other action contemplated hereby.

          2.14. Taxes. (a) Except as set forth in Schedule 2.14(a), all Tax
Returns  required to be filed by or with  respect to the Company  have been
properly  and  timely  filed  and all such Tax  Returns  are  complete  and
accurate  in all  material  respects.  Except  to the  extent  reserved  or
reflected  against on the May 31 Balance Sheet,  all Taxes due with respect
to such Tax Returns or which are  otherwise  due and payable by the Company
have been paid in full.  All Taxes required to be withheld and paid over by
the Company to any relevant taxing authority in connection with payments to
employees,  independent  contractors,  creditors,  stockholders or to third
parties have been so withheld and paid over.

               (b)  Except as set  forth in  Schedule  2.14(b):  (i) no Tax
authority in a jurisdiction where the Company does not file Tax Returns has
made a claim, assertion or, to Seller's knowledge,  threat that the Company
is or may be subject to Tax in such jurisdiction;  (ii) no deficiencies for
any Tax have been  threatened,  proposed,  asserted or assessed against the
Company which have not been satisfied; (iii) no audits or examinations with
respect to the Company are ongoing or have been  threatened  or proposed by
the IRS or the appropriate state,  local or foreign Tax authority;  (iv) no
waivers or extensions of statutes of limitation  with respect to Taxes have
been given by or requested  with  respect to the Company;  (v) there are no
Tax rulings,  requests for rulings,  or closing agreements  relating to the
Company  which could affect the  liability for Taxes of the Company for any
period  (or  portion  of a  period)  after  the  Closing;  (vi) no power of
attorney  has been  granted  by the  Company  with  respect  to any  matter
relating to Taxes of the Company which is currently in force.

               (c) The  Company  is not a party to or liable  under any Tax
Sharing  Agreement with respect to Taxes of any  consolidated,  combined or
unitary  group other than the  consolidated,  combined or unitary  group of
which Seller is the common parent. Except as set forth in Schedule 2.14(c),
the  Company  has not,  with  respect to any  Taxable  period for which the
applicable   statute  of  limitations   has  not  run,  filed  a  combined,
consolidated or unitary Tax Return with respect to any affiliated  group of
which  Seller is not the  common  parent.  Schedule  2.14(c)  sets  forth a
complete list of all states,  territories  and  jurisdictions  (foreign and
domestic)  in which the  Company  has filed  Income Tax Returns for Taxable
periods ending on or after  December 31, 1991.  Neither the Company nor any
member of the Seller  Group  will,  in the  absence of a closing  agreement
provided for in the Treasury  Regulations  under  Section 1503 of the Code,
trigger  the  recapture  of any dual  consolidated  losses  (as  defined in
Section  1503 of the Code) by virtue of the  transactions  contemplated  by
this Agreement.

               (d) The  Company  is a member of the  "selling  consolidated
group" within the meaning of the first sentence of Section 338(h)(10)(B) of
the Code, of which Seller is the common parent.

               (e)  There are no Tax  liens on any  assets of the  Company,
except liens for Taxes not yet due and payable;

               (f) As used in this Agreement:

                    (i)  The  term  "Tax"   (including,   with  correlative
     meaning, the terms "Taxes" and "Taxable") includes all federal, state,
     local  and  foreign  income,  profits,   franchise,   gross  receipts,
     environmental,  customs duty, capital stock,  communications services,
     severance,   stamp,   payroll,   sales,   employment,    unemployment,
     disability,  use, property,  withholding,  excise,  production,  value
     added,  occupancy and other taxes, duties or assessments of any nature
     whatsoever,  together  with  all  interest,  penalties  and  additions
     imposed  with  respect to such  amounts and any interest in respect to
     such penalties and additions,  and includes any liability for Taxes of
     another  person by  contract,  as a  transferee  or  successor,  under
     Treasury Regulation ss. 1.1502-6 or analogous state, local, or foreign
     law provision, or otherwise.

                    (ii) The term "Income  Tax" means any  federal,  state,
     local  or  foreign  Tax or Taxes  (i)  based  upon,  measured  by,  or
     calculated  with respect to, net income or net  receipts,  proceeds or
     profits,  or (ii) based upon,  measured by, or calculated with respect
     to multiple bases (including,  but not limited to, corporate franchise
     or  occupation  Taxes) if such Tax may be based upon,  measured by, or
     calculated with respect to one or more bases described in (i) above.

                    (iii) The term "Tax  Return"  includes  all returns and
     reports (including elections,  declarations,  disclosures,  schedules,
     estimates and  information  returns)  required to be supplied to a Tax
     authority relating to Taxes.

                    (iv) The term  "Income  Tax  Return"  includes  all Tax
     Returns relating to Income Taxes.

                    (v) The term "Code"  means the United  States  Internal
     Revenue Code of 1986, as amended.

                    (vi)  The  term   "Treasury   Regulations"   means  the
     regulations prescribed under the Code.

                    (vii) The term  "Seller  Group"  means any  "affiliated
     group" (as defined in Section  1504(a) of the Code  without  regard to
     the  limitations  contained  in  Section  1504(b)  of the  Code)  that
     includes  Seller or any  predecessor  of or  successor  to Seller  (or
     another such predecessor or successor).

          2.15.  Fees.   Neither  Seller,   the  Company  nor  any  of  the
Subsidiaries  has paid or become  obligated to pay any fee or commission to
any broker,  finder or  intermediary  in connection  with the  transactions
contemplated hereby.

          2.16.  Major Customers and Suppliers.  Schedule 2.16 sets forth a
list of (i)  the  top 10  suppliers  (in  terms  of  dollar  purchases)  of
materials or services to the  Business  during the period from July 8, 1997
to July 8, 1998 ("Major  Suppliers")  and (ii) the top 10  customers  other
than with respect to completions  (in terms of dollar sales) of products or
services of the Business during (x) 1997 and (y) the period from January 1,
1998 to July 16, 1998 ((x) and (y)  collectively,  the "Major  Customers").
Except as set forth on Schedule 2.16, no Major Supplier has during the last
twelve  months  decreased  by 10% or more from the  preceding  twelve-month
period or, to the  knowledge  of Seller,  threatened  to decrease by 10% or
more from the  preceding  twelve-month  period or limit by 10% or more from
the preceding twelve-month period its provision of materials or services to
the  Business.  Seller  has no  knowledge  of  any  pending  or  threatened
termination, cancellation or limitation of, or any material modification or
change in,  the  business  relationships  of the  Business,  with any Major
Supplier or Major Customer.

          2.17.  Products.  Except as set forth on Schedule 2.17, there are
no  statements,  citations or decisions by any  governmental  or regulatory
authority   stating  that  any  product   manufactured,   sold,   designed,
distributed  or  marketed  at any  time  by  the  Company  ("Products")  is
defective  or  unsafe  or fails to meet any  standards  promulgated  by any
governmental  authority.  Except as set forth on Schedule 2.17, to Seller's
knowledge,  there is no (i) fact relating to any Product that is reasonably
likely to impose upon the Company a duty to recall any Product or a duty to
warn  customers of a defect in any Product,  (ii) material  latent or overt
design,  manufacturing  or other defect in any Product,  or (iii)  material
liability for warranty claims or returns with respect to any Product.

          2.18. Intercompany  Transactions.  Schedule 2.18 sets forth (a) a
summary  list  of  all  transactions   (other  than  intercompany   lockbox
transactions)  between the Company,  on the one hand,  and Seller or any of
its  affiliates,  on the other hand,  since July 1, 1997; (b) a list of all
material  assets,  properties and services of the Company used by Seller or
any of its affiliates, or vice versa, at any time since January 1, 1998 and
(c) a list of all  Commitments  between the Company,  on the one hand,  and
Seller or any of its  affiliates,  on the other hand. All such  Commitments
and all intercompany transactions or obligations,  including all Income Tax
assets and liabilities,  involving the Company, on the one hand, and Seller
or any of its affiliates,  on the other hand, shall be cancelled or settled
(which may  involve  the  dividend or other  distribution  of  intercompany
receivables to Seller) as of the Closing Date; provided,  however, that the
receivable  captioned  "Receivables  Trade-From  Consolidated  Subs" on the
Company's  balance sheet shall not be cancelled or settled until satisfied,
in the normal course, after the Closing Date by Seller.

          2.19.  Insurance.  All of the material  assets of the Company and
all aspects of the Business that are of insurable  character are covered by
insurance with insurers  against risks of liability,  casualty and fire and
other  losses and  liabilities  customarily  obtained  to cover  comparable
businesses  and assets in amounts,  scope and coverage which are consistent
with prudent industry practice.  The Company is not in default with respect
to its obligations  under any material  insurance policy  maintained by it.
Schedule  2.19 sets forth a list of all insurance  coverage  carried by the
Company (or Seller on behalf of the Company), the carrier and the terms and
amount of coverage.  All such  policies and other  instruments  are in full
force and effect and no  premiums  with  respect  thereto  are past due and
owed.  Except as set forth in Schedule  2.19, the Company has not failed to
give any notice or present  any  material  claim  under any such  insurance
policy in due and timely  fashion or as required  by any of such  insurance
policies,  and the Company has not otherwise,  through any act, omission or
non-disclosure,  jeopardized  or impaired  full recovery of any claim under
such  policies,  and there are no claims by the  Company  under any of such
policies to which any insurance  company is denying  liability or defending
under a  reservation  of rights or  similar  clause.  The  Company  has not
received  notice of any pending or  threatened  termination  of any of such
policies  or any  premium  increases  for the  current  policy  period with
respect to any of such policies and the  consummation  of the  transactions
contemplated  by this Agreement will not result in any such  termination or
premium increase.  Notwithstanding  the foregoing,  nothing in this Section
2.19 shall be deemed to apply to any contract of insurance  relating to any
Company Benefit Plan.

          2.20.  Year 2000.  Seller  reasonably  believes that the Business
will  on a  timely  basis  successfully  resolve  the  risk  that  computer
applications used in the conduct of the Business may be unable to recognize
and perform  properly  date-sensitive  functions  involving  certain dates,
commonly  referred to as the "Year 2000 Problem" if the Company  implements
the  plans  for such  resolution  currently  in  place.  Seller  reasonably
believes that the cost to the Business of correcting  the  Business's  Year
2000 Problem will not be material.

          2.21. Inventory.  All of the Company's "Parts," "Rotables," "Work
in Process" and "Other" inventory (the "Inventory") reflected on the May 31
Balance Sheet is (or was prior to the sale thereof) substantially suitable,
usable,  or (in the case of work in process and finished  goods) salable at
market  prices in the  ordinary  course of business and have been valued at
the lower of cost (on a FIFO basis) or market, in accordance with GAAP. The
quantity of the Company's  Inventory on hand at the Closing Date will be at
levels  substantially  consistent with the requirements of then outstanding
sales Commitments or current sales projections of the Company.

          2.22.  Accounts  Receivable.  All of the Company's  "Trade - From
Consolidated  Subs,"  "Trade  - from  Other,"  and  "Other  -  From  Other"
receivables (the "Receivables")  reflected on the May 31 Balance Sheet, and
those  Receivables of the Company acquired or created after the date of the
May 31 Balance Sheet through the Closing Date,  (a) were,  are and shall be
bona fide accounts  receivable  created in the ordinary and usual course of
business in connection with bona fide transactions and consistent with past
practice  and (b) have been  collected  in full or will be  collectible  at
their face  amounts,  except to the extent of the  allowance  for  doubtful
accounts and the allowance for credit sales reflected on the May 31 Balance
Sheet.


                                ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF BUYER
                  ---------------------------------------

          Buyer hereby represents and warrants to Seller as follows:

          3.01.  Organization.  Buyer  is  a  corporation  duly  organized,
validly  existing  and in good  standing  under  the  laws of the  State of
Delaware,  and has all requisite  corporate power and authority to carry on
its  business as it is now being  conducted,  and to  execute,  deliver and
perform this  Agreement and to  consummate  the  transactions  contemplated
hereby.

          3.02.  Corporate  Power and Authority;  Effect of Agreement.  The
execution,  delivery and  performance  by Buyer of this  Agreement  and the
consummation  by Buyer of the  transactions  contemplated  hereby have been
duly  authorized  by all necessary  corporate  action on the part of Buyer.
This  Agreement  has been duly and validly  executed and delivered by Buyer
and  constitutes  the valid and binding  obligation  of Buyer,  enforceable
against Buyer in accordance with its terms,  except to the extent that such
enforceability   (i)   may   be   limited   by   bankruptcy,    insolvency,
reorganization,  moratorium  or other  similar laws  relating to creditors'
rights generally,  and (ii) is subject to general principles of equity. The
execution,  delivery and  performance  by Buyer of this  Agreement  and the
consummation  by Buyer of the  transactions  contemplated  hereby will not,
with or  without  the giving of notice or the lapse of time,  or both,  (i)
violate,  or require  any consent  under,  any  material  contract or other
commitment  of Buyer,  (ii) violate any law,  rule or  regulation  to which
Buyer is subject, (iii) violate any order, judgment or decree applicable to
Buyer or (iv) violate any provision of the certificate of  incorporation or
the by-laws of Buyer;  except,  in each case, for  violations  which in the
aggregate  would not materially  hinder or impair the  consummation  of the
transactions contemplated hereby.

          3.03. Consents. Except under the HSR Act, no consent, approval or
authorization  of,  or  exemption  by,  or filing  with,  any  governmental
authority  or third  party is  required  to be obtained or made by Buyer in
connection  with the execution,  delivery and  performance by Buyer of this
Agreement, or the taking by Buyer of any other action contemplated hereby.

          3.04.  Availability  of Funds.  Buyer will have  available on the
Closing Date sufficient  funds to enable it to consummate the  transactions
contemplated by this Agreement.

          3.05.  Litigation.  As of the date hereof, there is no Litigation
pending or, to Buyer's  knowledge,  threatened  (i) against Buyer or any of
its affiliates with respect to which there is a reasonable  likelihood of a
determination  which would have a material adverse effect on the ability of
Buyer to perform its obligations under this Agreement,  or (ii) which seeks
to  enjoin  or  obtain  damages  in  respect  of  the  consummation  of the
transactions  contemplated hereby.  Neither Buyer nor any of its affiliates
is subject to any outstanding orders,  rulings,  judgments or decrees which
would have a material adverse effect on the ability of Buyer to perform its
obligations under this Agreement.

          3.06. Purchase for Investment.  Buyer is purchasing the Stock for
investment  and not with a view to any public resale or other  distribution
thereof.

          3.07. Fees.  Neither Buyer nor any of Buyer's affiliates has paid
or become  obligated to pay any fee or commission to any broker,  finder or
intermediary in connection with the transactions contemplated hereby.


                                 ARTICLE IV

                                 COVENANTS
                                 ---------

          4.01.  Compliance  with  Antitrust  Laws;  Regulatory  and  Other
Consents;  Best Efforts.  (a) Each of Buyer and Seller shall cooperate with
the other in making  filings under the HSR Act and shall use its reasonable
best efforts to take, or cause to be taken, all actions  necessary,  proper
or advisable to consummate  and make  effective as promptly as  practicable
the  transactions  contemplated  by this  Agreement,  including  using  its
reasonable  best  efforts  to  resolve  such  objections,  if  any,  as the
Antitrust Division of the Department of Justice (the "Antitrust  Division")
or the Federal Trade Commission (the "FTC") or state antitrust  enforcement
or other  governmental  authority may assert under the antitrust  laws with
respect to the transactions  contemplated hereby. In the event an action is
instituted   by  any  person  or  entity   challenging   the   transactions
contemplated  hereby as violative of the antitrust  laws, each of Buyer and
Seller  shall use its  reasonable  best  efforts to resist or resolve  such
action.  Buyer  shall be  responsible  for the  payment  of the  filing fee
required under the HSR Act.

               (b) The parties agree to cooperate in obtaining any consents
of any third  parties (in addition to the  Antitrust  Division,  the FTC or
other  parties  or  agencies,  whose  consents  or  approvals  are  covered
elsewhere herein) required in connection with the transactions contemplated
hereunder (each, a "Required Consent"). The parties agree that in the event
such a  Required  Consent  is not  obtained  prior to the  Closing  and the
Closing occurs,  the Seller will,  subsequent to the Closing,  cooperate in
all reasonable  respects with Buyer and the Company in attempting to obtain
the Required Consent.

               (c) Subject to the terms and  conditions in this  Agreement,
each of the parties  hereto shall use its  reasonable  best efforts to take
promptly, or cause to be taken, all actions and to do promptly, or cause to
be done, all things necessary,  proper or advisable under applicable law to
consummate and make effective the transactions contemplated hereby.

          4.02.   Conduct  of   Business.   Except  as  may  be   otherwise
contemplated  by this Agreement or required by any of the documents  listed
in the Schedules to this Agreement or except as Buyer may otherwise consent
to in writing, from the date hereof and prior to the Closing,  Seller shall
cause the Company to (i) in all  material  respects,  operate the  Business
only in the ordinary  course;  (ii) use its reasonable  efforts to preserve
intact its business  organization  and not make or  institute  any material
changes  in its  methods  of  purchase,  sale,  management,  accounting  or
operation;  (iii)  maintain  its  properties,  machinery  and  equipment in
sufficient  operating  condition  and  repair to enable it to  operate  the
Business in all  material  respects in the manner in which the  Business is
currently operated,  except for substantial  maintenance required by reason
of  fire,  flood,  earthquake  or  other  acts  of  God  or  other  similar
circumstances  beyond the  control of Seller or the  Company;  (iv) use its
reasonable efforts to continue all material existing insurance policies (or
comparable  insurance)  of or  relating  to the  Company  in full force and
effect;  (v) use its reasonable efforts to keep available until the Closing
the services of its present officers and employees; (vi) use its reasonable
efforts to preserve its relationships with its material lenders, suppliers,
customers,  licensors and licensees  and others  having  material  business
dealings  with the Company  such that the Business  will not be  materially
impaired;  (vii)  not  acquire  assets  or  capital  stock or other  equity
interests in any other  entity,  or issue any capital stock or other equity
interest  of the  Company;  (viii)  not  enter  into,  modify  or amend any
employment,  severance,  stay-pay,  termination  or similar  agreements  or
arrangements  with,  or grant any  bonus,  salary  increase,  severance  or
termination  pay to, any employee,  officer,  director or consultant  other
than in the ordinary course of business consistent with past practice; (ix)
not enter into,  adopt or amend any employee  benefit or similar plan;  (x)
not  enter  into,  modify  or  waive  any  confidentiality,  standstill  or
non-compete  agreement or  arrangement;  (xi) not create any Encumbrance on
any  property  or asset  (whether  tangible or  intangible)  of the Company
outside the ordinary course of business;  (xii) not sell, assign, transfer,
lease or otherwise  dispose of any material asset of the Company other than
in the ordinary course of business;  (xiii) continue  capital  expenditures
substantially  in accordance  with the Company's 1998 budget,  which Seller
has previously  made available to Buyer,  (xiv) not accelerate or delay the
purchase of raw materials, the manufacture,  shipment or sale of inventory,
the collection of accounts or notes receivable or Deferred Revenue,  or the
payment of accounts or notes payable, or accrued liabilities or expenses or
otherwise  operate the  Business,  in each case,  in a manner that would be
inconsistent  with past  practices;  (xv) not incur  any  indebtedness  for
borrowed  money;  (xvi) not take any action that would likely result in any
of the  representations  and  warranties  set forth in Article II  becoming
false or  inaccurate  in any  material  respect;  (xvii)  not enter into or
consummate  any  transactions  with  an  affiliate  of  the  Company  which
transaction is outside the ordinary course of business;  (xviii) not change
any method of  accounting,  including,  without  limitation,  changing  any
account  descriptions  or  balance  sheet  captions  and (xix) not agree in
writing or  otherwise  to do any of the things  prohibited  by this Section
4.02. Seller shall make timely payments of all of its obligations accounted
for through its intercompany account with the Company, consistent with past
practice. 

          4.03.  Access.  From the date  hereof  and prior to the  Closing,
Seller shall provide or cause the Company to provide Buyer and its counsel,
accountants and other  representatives  (a) with such  information as Buyer
may from time to time reasonably  request with respect to the Company,  the
Business  and  the  transactions   contemplated  by  this  Agreement;   (b)
reasonable  access  upon  reasonable  notice  to  the  properties,   books,
contracts,  documents  and records of the Company and the Business as Buyer
may  from  time  to  time  reasonably  request;  (c)  access  to  officers,
directors,  employees, counsel, accountants and other professional advisors
of the Company for the  purposes of such  meetings  and  communications  as
Buyer may  reasonably  request;  and (d) with the prior written  consent of
Seller in each instance (which consent shall not be unreasonably withheld),
access to vendors, customers, manufacturers of its machinery and equipment,
and others  having  business  dealings with the Company for the purposes of
such meetings and  communications  as Buyer may  reasonably  request.  Such
access  shall  include  without  limitation  access to the books,  records,
schedules,  work papers and audit programs of the Company and the Company's
accountants  and  access  to  representatives  of  such  accountants.   Any
disclosure   whatsoever  during  such  investigation  by  Buyer  shall  not
constitute an enlargement of or additional representations or warranties of
Seller  beyond those  specifically  set forth in this  Agreement  except as
otherwise  expressly provided herein. All such information and access shall
be subject to the terms and conditions of the letter  agreement  dated June
22, 1998, which shall remain in full force and effect.

          4.04. No Shop. From the date of this Agreement until the Closing,
other than in connection with the transactions  contemplated hereby, Seller
shall  not,  and shall  cause  the  Company  not to,  solicit,  propose  or
facilitate  (including  by  way  of  providing  information  regarding  the
Business or the Company to any third party),  directly or  indirectly,  any
inquiries,   discussions   or  proposals   for,   continue  or  enter  into
negotiations  looking toward,  or enter into or consummate any agreement or
understanding  in  connection  with any proposal  regarding any purchase or
other  acquisition  of all or any portion of the  Business  (other than the
sale of services or inventory  or  replacement  of assets or other  routine
activities in the ordinary course of business) or the Company or any of the
equity  securities  (whether newly issued or currently  outstanding) of the
Company, or any merger, business combination or recapitalization  involving
the  Company,  and the Seller  will cause its and the  Company's  officers,
directors,  employees,  representatives,  agents and  affiliates to refrain
from any of the above.

          4.05.  Further  Assurances.  (a) At any time or from time to time
after the  Closing,  each party  shall,  at the request of the other party,
execute and deliver any further  instruments or documents and take all such
further  action as such  other  party may  reasonably  request  in order to
evidence the consummation of the transactions contemplated hereby.

               (b) At all times  following  the Closing  Date,  the Company
shall make available to Seller,  without cost, applicable Company employees
as  witnesses,  and deliver to Seller  copies of all  applicable  corporate
books  and  records,  to  the  extent  that  any of  the  foregoing  may be
reasonably requested by Seller in connection with the matter relating to or
arising out of item 3 of Schedule 2.09. Seller shall use reasonable efforts
to be accommodating to the schedules of the Company's employees.

          4.06.  Confidentiality  Agreements.  At the Closing, Seller shall
provide  to  Buyer  a  list  of  all  parties  who  received   confidential
information  with respect to the Company in  connection  with the potential
acquisition  of the  Company and copies of any  confidentiality  agreements
entered into with respect thereto, and shall assign all of Seller's and its
affiliates rights under such  confidentiality  agreements to Buyer.  Seller
agrees,  at the  request  of  Buyer  or the  Company,  to use  commercially
reasonable  efforts at the request  and expense of Buyer to enforce  rights
under such confidentiality  agreements on behalf of Buyer or the Company to
the extent any such contracts are not assignable by Seller to Buyer.

          4.07.  Notice.  Seller  shall  have a  continuing  obligation  to
promptly  notify  Buyer in writing as to any  matter  hereafter  arising or
discovered  which becomes known to Seller prior to the Closing  (except for
matters  brought to  Seller's  attention  by Buyer in  writing)  which,  if
existing or known at the date of this  Agreement,  would have been required
to be set forth or described in any Schedule to this Agreement or otherwise
would have resulted in any  representation  or warranty of Seller contained
herein being false or  inaccurate  in any material  respect.  No disclosure
made by Seller following the date hereof shall be deemed to amend or modify
any representation or warranty contained in this Agreement or the Schedules
hereto.

          4.08. Confidentiality.  Seller agrees that neither Seller nor any
of its affiliates  will disclose any  Confidential  Information (as defined
below) after the date hereof to any third party, except as required by law.
"Confidential  Information"  shall  mean  any  information  concerning  the
Company  or the  Business  which is in the  possession  of  Seller  and its
affiliates  (other  than the  Company) on the date hereof or on the Closing
Date relating to the Business,  other than information  which is or becomes
available to the public (other than as a result of the disclosure by Seller
or any of its  affiliates  (other than the Company) of such  information in
contravention  of the  covenants  set  forth  in this  Section  4.08).  The
covenants and agreements contained in this Section 4.08 shall expire on the
fifth anniversary of the Closing Date.

          4.09. Responsibility for Taxes; Returns; Audits.
                -----------------------------------------

                (a)  Indemnification.
                     ---------------

                    (1) Seller shall be  responsible  for and indemnify and
hold harmless  Buyer and its  affiliates,  including the Company,  from and
against any Losses  arising  with  respect to: (i) all Taxes of the Company
for any  Taxable  year or  period  ending on or before  the  Closing  Date,
including  without  limitation  all  Taxes  arising  from the  Section  338
Elections,  (ii) for any Taxable year or period beginning before and ending
after the  Closing  Date,  all Taxes of the Company for the portion of such
Taxable period ending on and including the Closing Date, (iii) all Taxes of
Seller or any  affiliate  thereof  (other than the Company)  arising  under
Treasury  Regulations ss. 1.1502-6 or any analogous state, local or foreign
Tax provision. For purposes of this Section 4.09(a), Seller's obligation to
indemnify  Buyer and its affiliates with respect to Taxes other than Income
Taxes shall apply only to the extent that the Losses  incurred with respect
to any such Tax  exceeds  (x) in the case of any  such  Tax,  other  than a
Miscellaneous Tax (as defined below),  the reserves for such Tax on the May
31 Balance  Sheet,  as such Balance Sheet may be adjusted to reflect solely
(i) any  payments  out of such  reserves  and  (ii) the  operations  of the
Company in the ordinary course of business,  subsequent to the date of such
Balance  Sheet prior to the Closing Date (any  reserve as so adjusted,  the
"Reserve  Amount");  and  (y) in  the  case  of any  such  Tax  which  is a
Miscellaneous  Tax (as  defined  below),  50% of the  Reserve  Amount  with
respect  to  such  Miscellaneous  Tax.  For  purposes  of  this  Agreement,
Miscellaneous Tax means any employment, withholding or payroll Taxes.

                    (2) For purposes of this Section  4.09(a),  whenever it
is  necessary  to determine  the  liability  for Taxes of the Company for a
portion of a Taxable  year or period that begins  before and ends after the
Closing Date, the  determination  of such Taxes for the portion of the year
or period ending on, and the portion of the year or period beginning after,
the Closing Date shall be determined (i) in the case of Income Taxes, based
upon an  interim  closing  of the books of the  Company  as of the close of
business  on the  Closing  Date and (ii) in the  case of Taxes  other  than
Income Taxes, (a) with respect to sales, transfer, excise, gains, and other
Taxes based upon transfers or transactions, based upon whether the relevant
transaction  occurred on or prior to, or  subsequent  to, the Closing Date,
and  (b) in the  case of all  other  Taxes  (including  real  and  personal
property  Taxes) based upon the  relative  number of days in the portion of
the Taxable  period up to and  including  the Closing Date and the relative
number of days in the  portion  of the  Taxable  period  subsequent  to the
Closing Date.

               (b) Tax Returns; Filing and Payments.
                   --------------------------------

                    (1) Seller  and Buyer  shall  cause the  Company to the
extent  permitted  by law,  to join,  for any  Taxable  year or period  (or
portions  thereof)  ending  on or prior  to the  Closing  Date,  in (i) the
consolidated  federal  Income Tax Returns of the Seller  Group and (ii) any
combined,  consolidated or unitary state or local Income Tax Returns of any
member of the Seller Group  (other than the Company)  with respect to which
the Company is required to be included or has been  included in  accordance
with most recent past practice.  All Taxes with respect to such Tax Returns
shall be paid by Seller.

                    (2)  Buyer  shall  timely   prepare  (or  cause  to  be
prepared),  and shall timely file (or cause to be timely  filed) all Income
Tax Returns of the Company (other than those addressed in clause 4.09(b)(1)
above) for any Taxable year or period  ending on or before the Closing Date
which are not  required to be filed on or before the Closing  Date.  Seller
shall,  consistent  with the manner that payments must be made with respect
to each of such Income Tax Returns,  upon written notice by Buyer,  provide
Buyer with funds to timely pay the Tax  liability  shown on such Income Tax
Return.

                    (3) Buyer shall  prepare (or cause to be prepared)  and
file (or cause to be filed) all Income Tax  Returns of the  Company for any
Taxable  year or period  commencing  prior to the  Closing  Date and ending
subsequent to the Closing Date.  Seller shall,  consistent  with the manner
that  payments  must be made with  respect to each such  Income Tax Return,
upon written  notice by Buyer,  provide  Buyer with funds to timely pay the
portion of the Tax  liability  shown on such  Income  Tax  Return  which is
described as being the responsibility of Seller under Section 4.09(a),  and
Buyer  shall pay or cause to be paid such  amounts to the  appropriate  Tax
authority.

                    (4)  The  Tax  Returns  referred  to  in  this  Section
4.09(b)(1),  (2) and (3),  shall,  to the extent not otherwise  required by
law, be prepared in a manner  consistent  with the Company's  past practice
(including  any Tax elections and methods of  accounting).  With respect to
any Tax Return referred to in clauses 4.09(b)(2) and (3) above, Buyer shall
provide Seller a draft of such Tax Return and Tax  information  (including,
without  limitation,  work  papers  and  schedules)  for review of such Tax
Return  in a  timely  manner  no later  than 30 days  prior to the due date
(taking into account valid  extensions)  for the filing of such Tax Return.
The parties shall consult in good faith with regard to the form and content
of such  Returns,  provided  that,  in the event of any  disagreement,  the
Returns   shall  be  filed  in  the  form  set  forth  by  the  party  with
responsibility for the preparation of the Return.

               (c) Termination of Tax Sharing Agreements; Powers of 
                   Attorney.
                   ------------------------------------------------

                    (1) Any Tax Sharing Agreement to which the Company is a
party shall be  terminated  as of the Closing  Date,  and the Company shall
have no further obligations thereunder. For purposes of this Agreement, the
term "Tax Sharing Agreement" includes any agreement or arrangement, whether
or not written,  providing  for the sharing or  allocation of liability for
Taxes of the parties thereto.

                    (2) All powers of attorney  granted by the Company with
respect to Taxes shall be revoked as of the Closing Date.

                    (3)  Seller   agrees  that  between  the  date  of  the
Agreement  and the Closing Date, it will not cause or permit the Company to
(or agree to) (i) make any change in the Company's Tax accounting  methods,
any new election with respect to Taxes or any modification or revocation of
any  existing  election  with  respect to Taxes or (ii) settle or otherwise
dispose of any Tax audit, dispute, or other Tax proceeding,  in the case of
each of clauses (i) and (ii) above, without Buyer's express written consent
thereto,  except  that any such audits with  respect to Income  Taxes,  the
settlement  or  disposition  of which would not have any adverse  effect on
Buyer or the  Company  for any  Taxable  period  ending  subsequent  to the
Closing  Date,  may be settled or disposed of prior to the Closing  without
Buyer's consent.

               (d) Section 338 Elections.
                   ---------------------

                    (1)  Seller and Buyer  shall  jointly  make  timely and
irrevocable  elections under Section 338(h)(10) of the Code with respect to
the Company,  and, if permissible,  shall make all similar  elections under
any  applicable  state  or local  Tax  laws  with  respect  to the  Company
(collectively,  the "Section 338(h)(10)  Elections").  Buyer shall have the
right to make, in its sole  discretion,  any elections under Section 338(g)
of the Code or any analogous provision of any applicable state or local Tax
laws with respect to the Company which are not Section 338(h)(10) Elections
(together  with  the  Section  338(h)(10)   Elections,   the  "Section  338
Elections"). Seller and Buyer shall report the transactions consistent with
the making of the Section 338 Elections and shall take no position contrary
thereto without the written consent of the other party.

                    (2) Seller shall be  responsible  for and indemnify and
hold harmless  Buyer and its  affiliates  (including  the Company) from and
against any and all Losses  arising  from any Section 338  Elections  being
invalid or improperly or untimely filed to the extent  attributable  to (i)
Seller's failure to timely or validly execute any Section  338(h)(10) Forms
(as defined below) or file any Section 338(h)(10) Forms with any applicable
Income Tax Return,  except,  in each case,  to the extent  caused by Buyer,
(ii) any  information  provided  by Seller in  connection  with the Section
338(h)(10) Forms being inaccurate, untimely, or incomplete, except, in each
case,  to the  extent  caused  by  Buyer  or (iii)  the  inaccuracy  of the
representation set forth in Section 2.14(d) of this Agreement.

                    (3) Buyer shall be responsible for preparing  drafts of
all forms,  attachments  and schedules  necessary to effectuate the Section
338(h)(10)  Elections  including,  without  limitation,  IRS  Form  8023 or
applicable  successor  form, and any similar forms on applicable  successor
forms  under  applicable  state or local  income  tax  laws  (the  "Section
338(h)(10)  Forms").  Seller  shall  cooperate in good faith with Buyer and
shall  promptly  file with Buyer all  information  reasonably  requested by
Buyer and  relevant to the  preparation  of the Section  338(h)(10)  Forms.
Seller and Buyer shall  attempt in good faith to execute at or prior to the
Closing any and all such Section  338(h)(10) Forms. In the event,  however,
any Section  338(h)(10) Forms are not executed at the Closing,  at least 45
days prior to the latest  date for the  filing of such  Section  338(h)(10)
Forms,  Buyer  shall  furnish  Seller with a copy of each such form for its
review and comment,  together with Buyer's  proposed  determination  of the
MADSP (as defined in applicable Treasury Regulations under Section 338) and
allocation  of the MADSP to the assets of the  Company  and other  relevant
items (the "Allocation").

                    (4) Buyer and  Seller  agree to  consult  in good faith
with regard to the proposed  determination of the MADSP and the Allocation,
provided that Seller shall accept Buyer's final  determination of the MADSP
and the  Allocation  (which Buyer shall  provide to Seller at least fifteen
days prior to the due date for filing of the Section  338(h)(10) Forms), to
the extent that they are reasonable and consistent with applicable Tax law.
Seller and Buyer will reflect such Allocation in all applicable Tax Returns
filed by any of them,  including but not limited to the Section  338(h)(10)
Forms. Seller,  Buyer, and the Company shall not take a position before any
Tax authority or otherwise  (including in any Tax Return) inconsistent with
the Buyer's determination of the MADSP and the Allocation unless and to the
extent required to do so pursuant to a determination (as defined in Section
1313(a) of the Code or any similar state or local law).

               (e) Assistance and Cooperation.
                   --------------------------

                    (1) From and  after the  Closing  Date,  to the  extent
reasonably  requested by the other party, Seller and Buyer shall assist and
cooperate  with the other party in the  preparation of any Tax Return which
the other party is responsible  to file pursuant to Section  4.09(b) herein
and shall assist and  cooperate  with the other party in preparing  for any
audits  or  disputes  relating  to  Taxes  for  which  the  other  party is
responsible  pursuant to this  Agreement.  From and after the Closing Date,
Seller and Buyer shall,  pursuant to the other party's reasonable  request,
make  available to the other party all  information,  records and documents
reasonably  available to that party which are necessary for the preparation
of any Tax Return or resolution of any audit or dispute. In all such cases,
the party seeking  assistance or cooperation shall bear the expenses of the
other party incurred in connection with respect thereto.

                    (2) From and after the Closing  Date,  Seller and Buyer
shall  provide  timely  notice to the other in  writing  of any  pending or
threatened tax audits or assessments of the Company for Taxable periods for
which the other is liable under this Agreement, and shall furnish the other
with copies of all  correspondence  received  from any taxing  authority in
connection  with any tax audit or  information  request with respect to any
such Taxable period.

               (f) Certain Taxes.  Seller shall bear,  and shall  indemnify
and hold harmless Buyer and its affiliates (including the Company) from and
against, all sales,  transfer,  stamp,  documentary,  real estate transfer,
real estate gains,  and other similar Taxes incurred in connection with the
transactions  contemplated by this Agreement.  Seller shall timely file any
Returns required to be filed in connection with such Taxes, and Buyer shall
cooperate with Seller in such preparation.

               (g) Contests.
                   --------

                    (1) Subject to the  provisions of this Section  4.09(g)
Seller shall have the right, at its own expense, to control,  manage and be
responsible for any audit,  contest,  or similar proceeding with respect to
Income Taxes for any Taxable year or period ending on or before the Closing
Date and shall have the right to settle or contest  in its  discretion  any
such audit, contest or proceeding; provided, however, that (i) Seller shall
not  have  the  right  to  control  any  such  proceeding  unless  it first
acknowledges  in writing its  obligation to fully  indemnify  Buyer for the
Taxes at issue in the proceeding;  (ii) no settlement or disposition of any
such proceeding  shall be made without Buyer's consent (which consent shall
not be unreasonably  withheld) if the same reasonably  could be expected to
affect  Buyer's  liability  for Tax in any  Taxable  period or portion of a
Taxable period ending after the Closing Date;  (iii) Buyer and Seller shall
jointly control any Income Tax proceeding relating to a Taxable period that
begins before,  and ends after, the Closing Date; and (iv) Buyer shall have
the  right  to  attend  and  participate  in (but not  control)  at its own
expense,  any  proceeding  to the extent  that it relates to Income  Taxes,
other than Income Taxes for which the Company filed a Tax Return as part of
the consolidated,  combined, or unitary group of which Seller is the common
parent.  Notwithstanding the foregoing, the written acknowledgment referred
to in clause  (g)(1)(i) above shall not be required with respect to routine
Income Tax audits of the combined,  consolidated  or unitary group of which
Seller is the common parent and in which the relevant taxing  authority has
not  proceeded  against  or  otherwise  separately  involved  Buyer  or the
Company.

                    (2)  Except  for  proceedings  the  control of which is
determined  pursuant to Section  4.09(g)(1) above,  Buyer shall, at its own
expense,  control, manage and solely be responsible for any audit, contest,
claim,  proceeding  or inquiry with respect to Income Taxes for any Taxable
year or period ending after the Closing Date,  and shall have the exclusive
right to settle or contest any such audit,  contest,  claim,  proceeding or
inquiry without the consent of any other party.

               (h) Tax Refunds.
                   -----------

                    (i) Buyer shall  consider in good faith any requests by
Seller for Buyer to pursue a refund claim for a Taxable period ending on or
prior to the Closing Date. If Buyer  consents  (which  consent shall not be
unreasonably  withheld),  Buyer and Seller  shall  cooperate,  at  Seller's
expense, to obtain any Tax refunds to which Seller is entitled under clause
(h)(ii) below, provided that Buyer determines,  in its reasonable judgment,
that such refund claim would not adversely  affect Buyer or the Company for
any Taxable period ending subsequent to the Closing Date. Buyer shall remit
to Seller the amount of any such refund  (reduced by any costs and expenses
described in clause (h)(ii))  promptly upon receipt of such refund.  If any
refund received and remitted to Seller subsequently must be returned to the
relevant  taxing  authority  or is otherwise  determined  to be improper or
invalid,  Seller  shall  promptly  return such  amount to Buyer,  and shall
indemnify Buyer and the Company against any interest,  penalties,  or other
Losses incurred with respect thereto.

                    (ii) All  Income  Tax and  Miscellaneous  Tax  refunds,
reduced by (x) any Tax cost to Buyer or the  Company  arising,  directly or
indirectly, from obtaining such refunds, (y) any other expenses of Buyer or
the Company  incurred with respect to obtaining such refunds and (z) in the
case of any  Miscellaneous  Tax,  50% of the Reserve  Amount (as defined in
Section  4.09(a)(1))  with respect to any such refunded Tax attributable to
the Reserve Amount,  which refunds are received by the Company with respect
to Taxable  periods (or portions of Taxable  periods) ending on or prior to
the  Closing  Date,  shall be for the  account of Seller.  All Tax  refunds
(other than Income Tax and  Miscellaneous Tax refunds) received for Taxable
periods (or portions thereof) ending on or prior to the Closing Date, shall
be  allocated  as  follows:  any  refunds  of items  reserved  against,  or
reflected as an asset,  on the Closing  Balance  Sheet shall be retained by
Buyer,  and any  other Tax  refunds,  reduced  by the  costs  and  expenses
described in clauses (x) and (y) above, shall be for the account of Seller.

          4.10.  Corporate Name.
                 --------------

               (a) License. Seller hereby grants to Buyer and the Company a
royalty-free, non-exclusive license to use the name and logo "K-C Aviation"
(the  "Corporate  Name") in the conduct of the Business for a period of two
years after the Closing Date (the  "License").  Buyer and the Company shall
cease all use of the  Corporate  Name on or prior to the  expiration of the
License,  including  but not  limited to the use of the  Corporate  Name on
signs,  vehicles,  letterhead  and all other  stationery,  promotional  and
advertising  materials,  invoices,  uniforms and in telephone  and business
directories.  Buyer and the Company  shall have no  ownership  or equitable
rights in the Corporate Name.

               (b) Quality  Control.  Buyer and the Company shall comply in
all material respects with the quality control standards and specifications
of the Company (in respect of the  Business)  that are in place on the date
hereof  for use of the  Corporate  Name and shall  comply  in all  material
respects  with  all  applicable  governmental  statutes,   regulations  and
ordinances  governing the goods and services offered by the Business to the
extent involving the Corporate Name.

               (c) No Affiliation with Seller.  At no time at and after the
Closing  Date  shall  any  of  Buyer,   the  Company  or  their  respective
affiliates, directly or indirectly, represent itself to any other person or
entity as being owned or controlled  by or  affiliated  or associated  with
Seller or its affiliates.

          4.11. Cash Management. (a) As part of the cash management program
of the Company, the Company maintains  disbursement  checking accounts (the
"Disbursement  Accounts")  from  which  checks and drafts in respect of the
Business  are  drawn  and are  funded  by the  Company.  No later  than one
business day prior to the Closing  Date,  Seller  shall  deliver to Buyer a
written  estimate (the  "Estimated  Overdraft") of the checks and drafts in
respect of the  Business  that will have been  written on the  Disbursement
Accounts but not  presented  for payment as of the close of business on the
day immediately  preceding the Closing Date (the "Outstanding  Checks"). At
the Closing,  Seller shall transfer to a separate  interest bearing account
(the  "Settlement  Account"),  opened  by  Buyer,  an  amount  equal to the
Estimated  Overdraft.  Within ten business  days after the  Closing,  Buyer
shall advise Seller in writing as to the actual  amount of the  Outstanding
Checks that have been duly honored for payment (the "Actual Overdraft"). If
the Actual Overdraft exceeds the Estimated  Overdraft,  Seller shall pay to
Buyer,  within two business  days of receipt of such advice,  the amount of
such excess.  Within two business days of the  determination  of the Actual
Overdraft,  Buyer shall close the Settlement  Account and pay to Seller the
balance,  if any, of such  account,  as reflected on the closing  statement
delivered by Buyer's bank.  Seller will be responsible  for any Outstanding
Checks  subsequently  presented for payment.  In the event that Outstanding
Checks are presented for payment  following the determination of the Actual
Overdraft,  Buyer  shall  send a notice  to  Seller  of the  amount of such
Outstanding  Checks  funded by Buyer or the  Company  and duly  honored for
payment (together with reasonably sufficient evidence thereof),  and Seller
shall pay to Buyer or the Company two business  days after  receipt of such
notice the amount set forth in such notice.

               (b)  Also as  part of the  cash  management  program  of the
Company,  the Company  maintains wire collection and lockbox  accounts with
one or more  banks (the  "Lockbox  Accounts")  into  which wire  transfers,
checks  and  drafts in  respect of the  Business  are  deposited.  The cash
balances and payment rights  contained in the Lockbox Accounts are swept on
a daily  basis for the  benefit  of Seller as the sole  stockholder  of the
Company.  Prior to the Closing  Date,  Seller will  instruct the  Company's
banks that have  established  Lockbox Accounts either (i) to cease sweeping
such  accounts  for the  benefit of Seller (in the case of wire  collection
accounts), or (ii) to redirect the checks and drafts received in respect of
the  Business  on and after the Closing  Date to one or more bank  accounts
designated  by Buyer (in the case of checks  and drafts  accounts),  in the
case of each of clauses (i) and (ii)  effective as of the close of business
on the day immediately preceding the Closing Date, with the result that all
wire  transfers,  checks and drafts in  respect  of the  Business  that are
deposited  in the Lockbox  Accounts  after the close of business on the day
immediately preceding the Closing Date will be for the benefit of Buyer.

          4.12. Non-Competition Agreement.  Seller agrees that for a period
of five years immediately following the Closing,  Seller shall not, without
the prior  written  consent of the Company,  (a) engage in any  Competitive
Activity anywhere in the world (including, without limitation,  anywhere in
the United States of America) or (b) except as set forth on Schedule  4.12,
directly or indirectly solicit for employment, any employee at the level of
supervisor  or higher of the  Company,  except  with  respect to  published
advertisements  or  other  general  solicitations  not  targeted  toward  a
specific  individual.  The parties  hereto  acknowledge  and agree that (x)
Seller will receive  substantial and valuable benefits under this Agreement
in  consideration  of the covenants  and  agreements of Seller set forth in
this Section 4.12,  (y) Buyer would not have  executed and  delivered  this
Agreement,  or agreed to consummate the  transactions  contemplated  hereby
upon the terms and  conditions set forth in this  Agreement,  if Seller had
not entered into the  covenants  and  agreements  set forth in this Section
4.12 and (z) the  parties  intend that such  agreements  and  covenants  be
enforceable and that it would be grossly inequitable if a court or judicial
tribunal were to not enforce such  covenants and  agreements to the fullest
extent provided herein.  "Competitive  Activity" shall mean engaging in any
of the following activities: (i) directly or indirectly (x) controlling the
business operations of any Competitor or (y) owning any equity interests in
any Competitor  (other than equity  interests which are publicly traded and
do not exceed 5% of the particular  class of interests  then  outstanding);
(ii) providing consulting services to any Competitor in connection with any
activity  of the  Competitor  that  competes  with the  Business;  or (iii)
knowingly  interfering with the business  relationship  between the Company
and any of its customers and suppliers.  "Competitor" shall mean any entity
that is  engaged  in, or is  engaged in owning or  operating  or  acquiring
directly or indirectly  one or more entities  engaged in, the corporate jet
aircraft  completion or services business.  Notwithstanding  the foregoing,
nothing  contained  in this  Section  4.12,  shall be deemed to prevent the
acquisition by Seller or any of its affiliates,  by merger,  stock or asset
purchase,  or  otherwise,  of a controlling  equity  interest in, or all or
substantially  all the  assets  of,  any entity  which  owns,  controls  or
otherwise  has an equity  interest in a  Competitor,  provided that (A) the
Competitor's  business  operations do not  represent  more than ten percent
(10%) of such entity's  consolidated sales during the immediately preceding
fiscal  year or (B) Seller or the  Competitor  divests  the  portion of the
business that competes with the Company  within six months  following  such
acquisition by Seller.

          4.13.  Transition  Services.  (a)  In  order  to  facilitate  the
transition of the Business to Buyer, from the Closing Date to and including
the twelve  month  anniversary  of the Closing Date (except with respect to
payroll  services,  which shall  terminate in accordance with clause (b) of
this Section  4.13),  Seller shall provide to the Business the services set
forth in Schedule  4.13  (which are  terminable  on 30 days' prior  written
notice to Seller by Buyer on a service-by-service  basis), in consideration
for which  Buyer  shall  cause  the  Company  to pay  Seller a fee equal to
Seller's  actual costs and expenses  (which shall include an allocation for
overhead in a manner  consistent  with past  practice)  of  providing  such
services  (which may be  mutually  agreed by Seller and Buyer  prior to the
time any such support services are so provided).

               (b)  Commencing  on the date  hereof,  Buyer  shall  use its
commercially  reasonable  best efforts to transition the Company's  payroll
services  from Seller to Buyer on the Closing Date. In the event that Buyer
is unable to transition the Company's payroll services on the Closing Date,
Buyer shall use its  commercially  reasonable best efforts to do so as soon
as  practicable  following the Closing Date, but in no event later than the
two-month  anniversary of the Closing Date.  Commencing on the date hereof,
Seller shall use its commercially reasonable best efforts to cooperate with
Buyer to transition  the Company's  payroll  services to Buyer,  including,
without limitation, by providing all information to Buyer that is necessary
in order to effect the  transition of the Company's  payroll  services from
Seller to Buyer.

          4.14.  K-C Nevada,  Inc. Prior to or  contemporaneously  with the
sale of the Stock to the Buyer,  Seller shall cause all outstanding  shares
of the  Subsidiary  held by the Company to be distributed to Seller as part
of a plan of  complete  liquidation  pursuant  to Section  332 of the Code.
Because this is a deemed liquidation for tax purposes, no documents will be
filed  prior to the  Closing  with the  Secretary  of State of  Delaware to
effectuate a dissolution or liquidation of the Company.

          4.15. Kimberly-Clark Corporate Aircraft Services Agreement. On or
prior to the  Closing  Date,  Seller and the  Company  shall  enter into an
Amended and Restated Corporate Aircraft Services Agreement substantially in
the form attached hereto as Exhibit A.

          4.16. Burn Testing Matter. Seller covenants and agrees with Buyer
to make payments to the Company  following the Closing  promptly upon being
invoiced  for all work  performed  and  services  provided  by the  Company
following  the Closing Date  relating to,  arising out of and in connection
with the  Company's  testing and  remediation  of aircraft  and all related
matters  arising  out  of  Federal  Aviation   Administration   regulations
regarding  burn testing of materials  that have been  installed in aircraft
interiors  and  reflected in K-C  Aviation  Service  Bulletin  KCA-001 (the
"Bulletin"), and any other work and services which would have been required
on any aircraft if such aircraft were subject to such  regulations  and the
Bulletin  (but this  provision  shall only apply to aircraft  completed  or
refurbished  by the Company in a way that would give rise to a  requirement
for  remediation if such aircraft were subject to such FAA  regulations and
the Bulletin) (the "Burn Testing Matter"). The payments shall be in amounts
sufficient to compensate the Company for its reasonable  costs and expenses
relating  to all such  work  and  services  (including  an  allocation  for
overhead).  Seller  further  covenants  and agrees  with Buyer that it will
indemnify Buyer and the Company and hold them harmless from and against all
Losses suffered by either of them or any of their  affiliates  relating to,
arising out of or in connection with the Burn Testing Matter not covered by
the first sentence of this Section 4.16, other than with respect to actions
of Buyer or the  Company  following  the  Closing  which  constitute  gross
negligence  or willful  misconduct  (other than such  actions  constituting
gross negligence or willful  misconduct that are attributable to any action
taken by Seller (or the  Company  prior to the  Closing).  Between the date
hereof and the Closing Date,  Seller shall cause the Company to not deviate
from its remediation  schedule  relating to the Burn Testing Matter.  Buyer
covenants  that the  Company  shall  perform  work and  services  after the
Closing pursuant to this Section 4.16 in a workmanlike manner.

          4.17.   Deferred  Revenue.   Notwithstanding   anything  in  this
Agreement to the contrary,  at the Closing,  Seller shall cause the Company
to have cash on hand  free of any  Encumbrance  in an  amount  equal to the
amount of the Adjusted  Deferred  Revenue of the Company as of the close of
business on the date  immediately  preceding the Closing Date (the "Closing
Adjusted  Deferred  Revenue").  None of such  cash  may be  transferred  or
otherwise  disposed of in any manner prior to or at the consummation of the
transactions  contemplated hereby. At the Closing,  Seller shall deliver to
Buyer a certificate  in form and substance  reasonably  acceptable to Buyer
stating Seller's  reasonable best estimate of the Closing Adjusted Deferred
Revenue  and  including  calculations  setting  forth  the  basis  for such
estimate and the basis for any estimates made by Seller in connection  with
determining the Completion Percentage,  the Contract Price and the Contract
Profit.  Buyer shall review such  certificate  within 30 days following the
Closing Date. If Buyer  determines that Seller did not cause the Company to
have  cash on hand in an  amount  equal to the  Closing  Adjusted  Deferred
Revenue at the  Closing,  Buyer shall notify  Seller to that effect  within
such 30-day period.  If Seller disputes Buyer's notice, an arbiter shall be
selected  in  accordance  with the third and  fourth  sentences  of Section
1.04(c),  and such arbiter shall make a determination  as to whether Seller
shall be required to pay Buyer cash in an amount  sufficient to make up any
deficiency  in  the  cash  required  to be on  hand  at  the  Closing.  All
calculations  and  estimates  made under this Section 4.17 shall be made in
accordance with GAAP. The fees, costs and expenses of the arbiter (i) shall
be borne by Buyer in the  proportion  that the  aggregate  dollar amount of
such disputed items so submitted that are unsuccessfully  disputed by Buyer
(as finally determined by the arbiter) bears to the aggregate dollar amount
of such  items so  submitted  and (ii)  shall  be  borne by  Seller  in the
proportion  that the  aggregate  dollar  amount of such  disputed  items so
submitted that are successfully disputed by Buyer (as finally determined by
the  arbiter)  bears  to the  aggregate  dollar  amount  of such  items  so
submitted.  The Closing Adjusted Deferred Revenue shall in no event be less
than zero.

          "Adjusted  Deferred  Revenue" shall mean the sum, for all ongoing
agreements or arrangements with customers for which customer payments which
would be accounted for by the Company as Deferred Revenue have been or will
be received as of the close of  business on the day  immediately  preceding
the Closing Date  ("Customer  Contracts"),  of (A) payments  received  with
respect to each Customer Contract, which will be classified and reported as
"Deferred  Revenue" on the Closing  Balance Sheet,  less (B) the sum of (i)
the "Direct  Cost of Sales" plus (ii)  allocated  "Manufacturing  Overhead"
(each  as  determined  pursuant  to  a  methodology   consistent  with  the
information  contained in the K-C Aviation  Inc. - Total May 1998  Forecast
Income Statement (including the historical  information  contained therein)
previously provided to Buyer and the Financial Statements) accumulated with
respect to such  Customer  Contract  as of the close of business on the day
immediately  preceding  the Closing  Date (the sum of clauses (i) and (ii),
the  "Accumulated  Costs"),  plus (iii) the Earned Profit for such Customer
Contract as of the close of business on the day  immediately  preceding the
Closing Date.

          "Completion  Percentage" shall mean, with respect to any Customer
Contract,  (A) the  Accumulated  Costs,  divided by (B) the reasonable best
estimate  of the sum of (i)  "Direct  Cost of Sales"  plus  (ii)  allocated
"Manufacturing  Overhead" for the Customer Contract, in each case as of the
date of completion of all work and services  required to be performed under
the Customer Contract (such sum, the "Total Cost").

          "Contract  Price"  shall  mean,  with  respect  to  any  Customer
Contract,  the total net sales  price  payable in respect of such  Customer
Contract, as adjusted to reflect changes through and including the close of
business on the day immediately preceding the Closing Date.

          "Contract  Profit"  shall  mean,  with  respect  to any  Customer
Contract,  (A) the Contract Price less (B) the Total Cost for such Customer
Contract.

          "Earned   Profit"  shall  mean,  with  respect  to  any  Customer
Contract, the Contract Profit multiplied by the Completion Percentage.

          4.18. Delivery of Cash Flow Statements.  Within 30 days following
the date  hereof,  but in any  event  prior to the  Closing,  Seller  shall
deliver to Buyer a certificate  attaching unaudited pro forma statements of
cash flows of the Company for the twelve month  period  ended  December 31,
1997  and the  five  month  period  ended  May 31,  1998  (the  "Cash  Flow
Certificate").  The  Cash  Flow  Certificate  shall  certify  that  (i) the
attached  statements of cash flows fairly present in all material  respects
the cash flows of the Company for the respective  periods indicated therein
and have been prepared in conformity with GAAP consistently  applied and on
a basis consistent with the Financial  Statements,  (ii) all adjustments to
Seller's  financial  statements  which affect the Company's cash flows have
been reflected in the attached  statements of cash flows,  (iii) all of the
items  of cash  flow or items  which  affect  cash  flow  reflected  in the
attached statements of cash flows are related to the Business and arose out
of and were  incurred  in the  ordinary  course  of  Business  and (iv) all
related  party  transactions  have been  accounted for by use of consistent
accounting   policies  and   methodologies   which  would  not  affect  the
comparability  of such  financial  information in any material way. For all
purposes   of  this   Agreement   and  the  Cash  Flow   Certificate,   the
certifications  contained in the Cash Flow Certificate  shall be treated as
representations  and warranties of Seller,  including,  without limitation,
for purposes of the closing  condition set forth in Section 5.01 hereof and
the indemnification provisions contained in Article IX hereof.

          4.19. Seller's Insurance. The parties acknowledge that Buyer, the
Company or their  affiliates may suffer or incur Losses that are covered by
insurance  policies of Seller for matters arising out of occurrences taking
place prior to the Closing ("Pre-Closing Insured Matters"),  whether or not
such Pre-Closing Insured Matters are reported prior to the Closing.  Seller
agrees  that,  at the request of Buyer or the  Company,  it will assign its
right to pursue any claim with respect to any Pre-Closing Insured Matter to
Buyer or the Company if such  assignment  is  permitted  by the  applicable
policy and otherwise will use its  commercially  reasonable best efforts to
pursue  any  claim  against  Seller's  insurers  on  behalf of Buyer or the
Company.  Seller  shall  promptly  upon  receipt  pay  over to Buyer or the
Company the amount  received under any insurance  policy of Seller relating
to a  Pre-Closing  Insured  Matter.  Seller  shall not amend or modify  its
insurance  policies  covering  Pre-Closing  Insured Matters in any way that
would  adversely  affect the  coverage of  Pre-Closing  Insurance  Matters.
Notwithstanding  anything  contained  in this  Agreement  to the  contrary,
Seller  shall  indemnify  and hold  harmless  Buyer,  the Company and their
affiliates  from and  against  any and all Losses any of them may suffer or
incur arising out of or by reason of any  Pre-Closing  Insured  Matter with
respect to which  Seller is in whole or in part as of the date hereof or as
of the Closing Date self insured, including without limitation,  Damage and
Business  Interruption   Insurance,   Workers  Compensation  Insurance  and
Automobile Liability Insurance.  Buyer and Seller shall cooperate with each
other in respect of  Pre-Closing  Insurance  Matters  and any claim made to
Seller's  insurer  in  connection   therewith,   and  each  shall  use  its
commercially  reasonable best efforts to comply with any reasonable request
of the other intended to accomplish the purposes of this Section 4.19.

          4.20. AIM System Software Licenses. In the event that the consent
of any  owner or  licensor  of any  software  licensed  by  Seller  for the
purposes  of  supporting  the AIM system  requires  any  additional  fee or
payment  in order to obtain  such  consent  or extend  such  license to the
Company,  Seller hereby agrees to pay such fee or make such payment, except
for any maintenance fee obligations which, in the aggregate,  do not exceed
$30,000 per year,  which  maintenance  fees (up to such $30,000  amount per
year) shall be the responsibility of Buyer.


                                 ARTICLE V

                     CONDITIONS TO BUYER'S OBLIGATIONS
                     ---------------------------------

          The   obligation   of  Buyer  to  consummate   the   transactions
contemplated  by this Agreement  shall be subject to the  satisfaction  (or
waiver) on or prior to the Closing Date of all of the following conditions:

          5.01. Representations, Warranties and Covenants of Seller. Seller
shall have  complied  in all  material  respects  with its  agreements  and
covenants contained herein to be performed on or prior to the Closing Date,
and the  representations  and warranties of Seller  contained herein in the
aggregate  shall be true in all material  respects on and as of the Closing
Date with the same  effect as though  made on and as of the  Closing  Date,
except (a) as otherwise contemplated hereby, and (b) to the extent that any
such representations and warranties were made as of a specified date and as
to such  representations  and  warranties  the same shall  continue  on the
Closing Date to have been true in all material respects as of the specified
date.  Solely for purposes of the  preceding  sentence,  specific  material
adverse  effect  and   materiality   qualifiers   contained  in  individual
representations  and  warranties  shall be  disregarded.  Buyer  shall have
received a certificate  of Seller,  dated as of the Closing Date and signed
by an officer of Seller,  certifying as to the fulfillment of the condition
set forth in this Section 5.01.

          5.02. No Prohibition.  No statute, rule or regulation or order of
any court or administrative agency shall be in effect which prohibits Buyer
from consummating the transactions contemplated hereby.

          5.03.  Consents.  The applicable waiting period under the HSR Act
shall have expired or been  terminated and all other  consents,  approvals,
authorizations,  exemptions  and waivers from  governmental  agencies  that
shall be required for the  consummation  of the  transactions  contemplated
hereby, and the consents, approvals, authorizations, exemptions and waivers
of third parties listed in Schedule 5.03,  shall have been obtained in form
and substance reasonably satisfactory to the Buyer.

          5.04. No Material Adverse Change. Since May 31, 1998, neither the
Company  nor any of the  Subsidiaries  shall  have  suffered  any  material
adverse  change  in  the  business,   assets,  liabilities  or  results  of
operations of the Company.


                                 ARTICLE VI

                     CONDITIONS TO SELLER'S OBLIGATIONS
                     ----------------------------------

          The   obligation  of  Seller  to  consummate   the   transactions
contemplated  by this Agreement  shall be subject to the  satisfaction  (or
waiver) on or prior to the Closing Date of all of the following conditions:

          6.01.  Representations,  Warranties and Covenants of Buyer. Buyer
shall have  complied  in all  material  respects  with its  agreements  and
covenants contained herein to be performed on or prior to the Closing Date,
and the  representations  and warranties of Buyer  contained  herein in the
aggregate  shall be true in all material  respects on and as of the Closing
Date with the same  effect as though  made on and as of the  Closing  Date,
except (a) as otherwise contemplated hereby, and (b) to the extent that any
such representations and warranties were made as of a specified date and as
to such  representations  and  warranties  the same shall  continue  on the
Closing Date to have been true in all material respects as of the specified
date.  Solely for purposes of the  preceding  sentence,  specific  material
adverse  effect  and   materiality   qualifiers   contained  in  individual
representations  and  warranties  shall be  disregarded.  Seller shall have
received a certificate of Buyer, dated as of the Closing Date and signed by
an officer of Buyer,  certifying as to the fulfillment of the condition set
forth in this Section 6.01.

          6.02. No Prohibition.  No statute, rule or regulation or order of
any  court or  administrative  agency  shall be in effect  which  prohibits
Seller from consummating the transactions contemplated hereby.

          6.03.  HSR Act. The  applicable  waiting period under the HSR Act
shall have expired or been terminated.


                                ARTICLE VII

               EMPLOYMENT AND EMPLOYEE BENEFITS ARRANGEMENTS
               ---------------------------------------------

          7.01.  Employment.  On and after the  Closing  Date,  Buyer shall
cause the Company to continue to employ all employees of the Company and to
offer to employ any  employees  of Seller  listed on  Schedule  7.01 hereto
(including  any such employee who is then an inactive  employee on approved
medical,  non-medical or short-term  disability or weekly disability income
leave of absence  or absent  from  active  employment  due to  occupational
illness or injury covered by workers  compensation but excluding  employees
not actively at work on account of a long-term disability leave of absence)
(the "Active  Employees") and to provide all Active  Employees  salaries at
substantially  the same levels as those in effect  immediately prior to the
Closing Date; provided,  however,  that the foregoing shall not prohibit or
otherwise  limit the  Company's  right after the Closing to  terminate  the
employment of any Active Employee or to change the level of salary provided
to any Active Employee. The persons listed on Schedule 7.01 shall be deemed
to be employees of the Company for all purposes of this Agreement.

          7.02.  Stay  Bonuses.  Seller  shall retain all  liabilities  and
obligations for payment of bonuses or similar  payments to Active Employees
pursuant  to  retention  or similar  agreements,  whether  or not  written,
between Seller or the Company and Active Employees.

          7.03.  Benefit  Plans.  For a  period  of at  least  one (1) year
following  the Closing  Date,  Buyer shall,  or shall cause the Company to,
provide  employee  benefits to the Active Employees which are comparable in
the  aggregate,  for the  Active  Employees  as a  group,  to the  employee
benefits  currently  provided to such Active Employees as a group by Seller
under the Company Benefit Plans (excluding the Equity  Participation  Plan,
the Global  Stock  Option  Plan or any other  Company  Benefit  Plans which
provide for the grant of stock options);  provided,  however, that for this
purpose (i) service with the Company  prior to the Closing Date will not be
taken into account and (ii) the Active  Employees who are  participants  in
the  Kimberly-Clark  Retirement  Contribution  Plan  shall be  deemed to be
participants instead in the Kimberly-Clark  Salaried Employees'  Retirement
Plan.  Buyer  shall,  or shall cause the Company to, (a) for a period of at
least one (1) year  following the Closing Date,  establish and maintain for
the benefit of Active  Employees,  a severance pay plan providing  benefits
which are no less than the benefits  provided to such  employees  under the
Kimberly-Clark  Corporation  Severance  Pay Plan as in  effect  on the date
hereof,  a copy of which has been  provided to Buyer,  and (b)  establish a
plan providing post  retirement  benefits for the Active  Employees  (other
than the Eligible  Actives)  that is designed  such that the APBO for those
Active  Employees  (determined in accordance  with FAS 106 and based on the
Agreed  Assumptions) as of the Closing Date will at least equal the FAS 106
Closing Balance Sheet Liability.

          In addition,  Buyer shall, or shall cause the Company to, provide
that  in  the  event  any  Active  Employee  listed  on  Schedule  7.03  is
involuntarily terminated other than for cause (which shall include, without
limitation,  such employee not devoting  substantially  all of his business
time and attention to the  performance of his duties to the Company) during
the six (6) month  period  following  the  Closing  Date  (the  "Employment
Period"),  the Company shall  continue to pay such former  employee's  base
salary for the remainder of the  Employment  Period (such payments to be in
addition to any payment  such former  employee may be entitled to under any
severance  pay plan of the Company).  With respect to any employee  benefit
plan of Buyer,  Buyer  shall,  and shall cause the Company to (x) grant all
Active  Employees after the Closing Date credit for all service with Seller
and its  affiliates  (including  the Company) prior to the Closing Date for
purposes  of  eligibility  and  vesting  and  (y)  waive  any  pre-existing
condition exclusions with respect to Active Employees.  Notwithstanding the
foregoing  provisions of this Section 7.03,  Buyer shall have no obligation
to provide post retirement health and life insurance benefits to any Active
Employee who would be eligible to receive post  retirement  health and life
insurance  benefits under a Company Benefit Plan if he or she retired as of
the  Closing  Date (an  "Active  Eligible"  and  collectively,  the "Active
Eligibles").

          7.04. Benefit Liabilities.  Seller shall retain all assets (other
than assets which are reflected on the May 31 Balance  Sheet),  liabilities
and  obligations  under the Company  Benefit Plans and Employee  Agreements
with  respect  to  Employees  and  their   dependents  and   beneficiaries,
including, but not limited to, (i) assets,  liabilities and obligations for
benefits,  compensation,  contributions,  insurance and health  maintenance
organization  premiums and  administrative  expenses,  whether  incurred or
accrued  before,  on or after the Closing Date, and whether or not reported
as of the Closing Date,  except that the Company shall assume the liability
for vacation pay that is accrued  during  calendar year 1998 and subsequent
years and that is eligible to be taken or paid  during  calendar  year 1999
and subsequent  years,  (ii) liabilities and obligations  arising under the
continuation coverage requirements of Section 4980B of the Code and Section
601 of ERISA with respect to all Employees (or any beneficiary or dependent
of any  Employee)  who,  as of the  Closing  Date,  have  exercised  or are
eligible to exercise  their right to such  continuation  coverage and (iii)
liabilities  and  obligations  to provide post  retirement  health and life
insurance  benefits to Employees who are retired as of the Closing Date and
Active Eligibles who, in accordance with the applicable  Seller  Retirement
Plan, elect to retire as of the Closing Date (it being understood,  subject
to the  last  sentence  of this  Section  7.04 and in  accordance  with the
provisions of the  applicable  Company  Benefit  Plan,  that such an Active
Eligible will,  upon making an appropriate  election,  be eligible for post
retirement health and life insurance  benefits subject to and in accordance
with the provisions of the applicable  Company  Benefit Plan even though he
or she does not commence  such benefits at the time he or she retires under
the applicable  Seller Retirement Plan and continues in employment with the
Company  after the Closing  Date).  Seller shall not amend or terminate its
post retirement health and life insurance benefit plans with respect to the
Active Eligibles unless such amendment or termination  applies generally to
similarly  situated salaried retirees of the Seller's then current business
units.

          7.05.  Seller's  Retirement Plans. As of the Closing Date, Seller
shall  cause each  Active  Employee  to become  fully  vested in his or her
accrued  benefit  or  account  balance,  as  applicable  under  each of the
Kimberly-Clark    Corporation   Salaried   Employees'    Retirement   Plan,
Kimberly-Clark Corporation Retirement Contribution Plan, the Kimberly-Clark
Corporation   Retirement   Contribution   Excess   Benefit   Program,   the
Kimberly-Clark  Corporation  Salaried Employees Incentive  Investment Plan,
the   Kimberly-Clark   Corporation   Supplemental   Benefit  Plan  and  the
Kimberly-Clark  Corporation Second Supplemental Benefit Plan (collectively,
"Seller's Retirement Plans").

          7.06.  Equity-Based  Plans. As of the Closing Date,  Seller shall
cause  each  Active  Employee's   participation  under  the  Kimberly-Clark
Corporation  1992  Equity  Participation  Plan (the  "Equity  Participation
Plan") and the  Kimberly-Clark  Corporation  Global  Stock  Option  Plan to
terminate,  and to the extent  outstanding  awards are or become  vested in
connection with the transaction contemplated in this Agreement, such awards
shall be exercisable (or payable in the case of Participation  Share awards
under the Equity  Participation Plan) subject to and in accordance with the
applicable terms of each such plan and the administrative  rules thereunder
as in effect on the date  hereof,  copies of which  have been  provided  to
Buyer.  The transaction  contemplated by this Agreement shall  constitute a
"layoff"  under the  Kimberly-Clark  Corporation  Global  Stock Option Plan
Committee  Rules, as in effect on the date hereof, a copy of which has been
provided to Buyer.

          7.07. Long-Term Disability. If an employee who would have been an
Active Employee had he or she not been on a long-term  disability  leave of
absence on the  Closing  Date  ("Disabled  Employee")  (each of whom is set
forth in  Schedule  7.07) is  released  to work  within  one year after the
Closing  Date,  Buyer  shall,  or  shall  cause  the  Company  to,  (i) use
commercially  reasonable  efforts  to offer  such  Disabled  Employee a job
suitable to his or her abilities and  limitations or (ii) if no such job is
offered, and subject to the Disabled Employee executing a customary release
of claims in favor of Seller, the Company and their respective  affiliates,
pay  severance  benefits,  if any,  which may be owed under any  applicable
severance  plans  of Buyer  or the  Company  at such  time.  Each  Disabled
Employee  who  returns to work with Buyer or the  Company  pursuant to this
section  will be  entitled to the status of an Active  Employee  under this
Agreement for purposes of crediting  past service (but not  crediting  past
service for the period  between the Closing  Date and the date of return to
employment)  and  eligibility  for  benefits  then  available  to similarly
situated Active Employees.

          7.08.  Indemnity for Non-Assumed  Employee  Related  Liabilities.
Except for liabilities and obligations  expressly assumed by Buyer pursuant
to this Article VII, Seller shall indemnify and hold harmless Buyer against
any and all  Losses  which  may be  incurred  by  Buyer  arising  out of or
relating to the funding, operation, administration,  amendment, termination
of, withdrawal or partial  withdrawal from, any Company Benefit Plan or any
other "employee benefit plan" (within the meaning of Section 3(3) of ERISA)
established, maintained or contributed to by Seller or any ERISA Affiliate,
whether arising out of or relating to any event or state of facts occurring
or existing  before,  on or after the Closing Date, and including,  but not
limited to, Losses  arising  under Title IV of ERISA,  Section 302 of ERISA
and Sections 412 and 4971 of the Code.

          7.09.  Buyer's  Option Plan.  Buyer  agrees that,  subject to the
approval of the committee  responsible for  administering the Buyer's stock
option plan (the "Buyer's  Option Plan"),  the Active  Employees  listed on
Schedule 7.09 shall be afforded the  opportunity  to participate in Buyer's
Option Plan at a level  commensurate with such Active  Employee's  position
with Buyer.

          7.10.  Absence of Restrictions.  Except as expressly set forth in
this Article VII,  nothing in this Agreement shall be construed to prohibit
or limit the ability of either  party to amend or  terminate  any  employee
benefit  plans,  programs or policies  maintained or established by them or
their respective affiliates at any time.


                                ARTICLE VIII

                        TERMINATION PRIOR TO CLOSING
                        ----------------------------

          8.01.  Termination.  This Agreement may be terminated at any time
prior to the Closing:

               (a) By the mutual written consent of Buyer and Seller; or

               (b) By either  Seller or Buyer in  writing,  if the  Closing
shall not have occurred on or before December 31, 1998; or

               (c) By either  Seller or Buyer in  writing,  if there  shall
have been a material  breach by the other party of any of its  covenants or
agreements contained herein (which breach has not been cured within 15 days
of receipt of written  notice  thereof from the party  seeking to terminate
the  Agreement)  and any such  breach  results  in a failure  to  satisfy a
condition  to  the  terminating   party's   obligation  to  consummate  the
transactions provided herein.

          8.02.  Effect  on  Obligations.  Termination  of  this  Agreement
pursuant  to this  Article  VIII shall  terminate  all  obligations  of the
parties hereunder, except for the obligations under Sections 9.11, 9.12 and
9.13,  the last sentence of Section 4.03 and this Section  8.02;  provided,
however,  that nothing  shall  relieve the  defaulting  or breaching  party
(whether  or not it is the  terminating  party) from any  liability  to the
other party hereto.


                                 ARTICLE IX

                               MISCELLANEOUS
                               -------------

          9.01. Survival. The representations and warranties of the parties
hereto contained herein or in any agreement,  certificate or other document
executed by either party at or prior to the Closing in connection  herewith
(an "Ancillary Document") shall expire on the eighteen month anniversary of
the Closing Date, except that the  representations and warranties set forth
in Sections 2.01 and 2.14 of this Agreement  shall survive the Closing Date
until the  expiration of the applicable  statute of limitations  (including
any extensions  thereof),  and the representations and warranties set forth
in Section 2.12 shall expire on the fifth  anniversary of the Closing Date.
The agreement to indemnify set forth in Section  9.02(b)(v) shall expire on
the fifth  anniversary  of the Closing Date.  After the  expiration of such
periods,  any claim by a party hereto based upon any such representation or
warranty or the  agreement  to  indemnify  set forth in Section  9.02(b)(v)
shall be of no further  force and effect,  except to the extent a party has
asserted a claim in accordance  with this Article IX for breach of any such
representation   or  warranty  or  agreement  to  indemnify  prior  to  the
expiration of such period, in which event any representation or warranty or
agreement  to  indemnify  to which such claim  relates  shall  survive with
respect to such claim  until such claim is  resolved  as  provided  in this
Article  IX. All  covenants  and  agreements  of the parties  hereto  shall
survive the Closing until performed in accordance with their terms.

          9.02.  Agreement  to  Indemnify.  (a) From and after the  Closing
Date,  subject to Section  9.01,  Buyer  shall  indemnify,  defend and hold
harmless Seller and any affiliate of Seller and each of Seller's respective
directors, officers, employees, agents and representatives, and each of the
heirs,   executors,   successors  and  assigns  of  any  of  the  foregoing
(collectively,   "Seller's   Indemnified   Group")  from  and  against  any
liability,  loss,  damage,  penalty,  fine,  claim  (including  third-party
claims,  whether or not meritorious),  cost or expense (including,  without
limitation,  reasonable  attorneys'  and experts'  fees and  disbursements)
(collectively,   "Seller's   Losses")  incurred  or  suffered  by  Seller's
Indemnified  Group to the extent  Seller's  Losses  arise out of, or result
from (i) the failure of any representation or warranty made by Buyer herein
or in any  Ancillary  Document  to have  been  true when made and as of the
Closing  Date,  (ii) the  breach  of any  covenant  or  agreement  of Buyer
contained  herein or in any  Ancillary  Document  or (iii)  Buyer's  or the
Company's use of the Corporate Name following the Closing (but with respect
to this clause (iii) only for out-of-pocket costs and expenses).

               (b) From and after the  Closing  Date,  subject  to  Section
9.01,  Seller  shall  indemnify,  defend  and hold  harmless  Buyer and any
affiliate  of Buyer and each of  Buyer's  respective  directors,  officers,
employees,  agents and representatives,  and each of the heirs,  executors,
successors  and  assigns of any of the  foregoing  (collectively,  "Buyer's
Indemnified   Group")  from  and  against  any  liability,   loss,   damage
(including,  without limitation,  natural resource damages), penalty, fine,
claim (including  third-party  claims,  whether or not  meritorious),  cost
(including,  without limitation,  investigation,  cleanup, removal or other
response costs relating to  Environmental  Matters) or expense  (including,
without limitation,  reasonable attorneys',  consultants' and experts' fees
and disbursements) (collectively, "Losses") incurred or suffered by Buyer's
Indemnified Group to the extent the Losses arise out of, or result from (i)
the failure of any  representation  or warranty made by Seller herein or in
any  Ancillary  Document  to have been true when made and as of the Closing
Date,  (ii) the breach of any  covenant or  agreement  of Seller  contained
herein or in any  Ancillary  Document,  (iii) any asset,  property,  right,
obligation or liability of the Company  arising out of the  Subsidiary  (or
the   distribution   of  the  capital  stock  of  the  Subsidiary)  or  any
discontinued   operation  of  or  business  sold  by  the  Company  or  the
Subsidiary,  (iv)  the  transportation,  disposal,  or  arranging  for  the
disposal  at  any  offsite  location  of  any  Hazardous  Substances  used,
generated or stored by the Company or any predecessor  thereof prior to the
Closing Date, (v) subject to Section  9.04(c),  the  implementation  of any
actions  (including,  without  limitation,  in response to any audit by the
Massachusetts  Department of  Environmental  Protection) in accordance with
the Massachusetts  Contingency Plan, 310 C.M.R. 40.0000 ("MCP"),  necessary
to achieve a Response Action Outcome (as defined in the MCP) constituting a
Permanent   Solution   (as  defined  in  the  MCP)  with   respect  to  any
contamination in the soil or groundwater at, on, about, under or within, or
which has  migrated  to or from,  the  Company's  Westfield,  Massachusetts
Facility (including Real Property thereof) (the "Westfield Facility") as of
the  Closing  Date  ("Existing  Contamination"),   including  any  Existing
Contamination  which migrates from the Westfield Facility after the Closing
Date,   or  claims   brought  by  third   parties   relating  to  any  such
contamination,  to the extent  Losses  exceed the reserve for such  actions
reflected  on the May 31  Balance  Sheet , (vi) any matter  relating  to or
arising out of item 3 in Schedule 2.09, (vii) any severance  obligations of
Buyer or the Company  arising at any time under  Section  7.07 or otherwise
with respect to the first individual listed in Schedule 7.07, or (viii) the
FAS  106  Liability,   but  only  to  the  extent  such  liability  exceeds
$4,000,000,  in which case  Seller  shall be liable only for the portion of
the liability exceeding $4,000,000.


          9.03.   Indemnification   Procedure.   (a)  The   party   seeking
indemnification  under  this  Agreement  (the  "Indemnified  Party")  shall
promptly notify the party from which  indemnification  is being sought (the
"Indemnifying  Party")  of the  facts  and  circumstances  upon  which  the
Indemnified  Party  intends to base a claim for  indemnification  hereunder
("Notices").  Notice shall in all events be considered  prompt if given (1)
no later than 15 days after the Indemnified  Party learns of the facts upon
which it will claim such  indemnification or (2) if earlier,  in sufficient
time to allow the  Indemnifying  Party to exercise  its rights  pursuant to
this  Section  9.03;  provided,  however,  that the failure to provide such
Notice of claims  promptly  (so long as a notice of claims is given  before
the date on which  the  applicable  representation  or  warranty  ceases to
survive)  shall  not  affect  the  obligations  of the  Indemnifying  Party
hereunder  except  to the  extent  the  Indemnifying  Party  is  prejudiced
thereby.  The Indemnifying  Party shall have the right, at its own cost, to
participate  jointly  in the  defense  of any  third-party  claim,  demand,
lawsuit or other proceeding in connection with which the Indemnified  Party
has  claimed  indemnification  hereunder,  and may  elect to take  over the
defense of such claim within 10 business days following Notice thereof upon
its written unconditional acknowledgment of its obligation to indemnify the
Indemnified Party with respect to such claim; provided, however, that Buyer
shall be  permitted,  at its option,  to require that Seller shall not take
over the  defense of any claim  brought by any  customer or supplier of the
Business  against  any  member  of  Buyer's  Indemnified  Group  for  which
indemnification is available pursuant to this Article IX, and upon exercise
of such option such member of Buyer's  Indemnified  Group shall defend such
claim, subject to the following  conditions:  (i) Seller shall be entitled,
in its  sole  discretion  and at its  expense,  to  engage  counsel  and to
participate  in  any   discussions,   meetings,   negotiations   and  other
communications  which  may be held or  conducted  between  such  member  of
Buyer's  Indemnified  Group  and  such  customer  or  supplier,   or  their
respective  counsels,  with  respect  to such  claim;  (ii) such  member of
Buyer's  Indemnified  Group  shall  consult  with Seller  before  making or
communicating to such customer or supplier,  or its counsel,  any decisions
concerning  such member's  strategy or position with respect to the defense
of such  claim;  (iii) such member of Buyer's  Indemnified  Group shall not
settle or  otherwise  dispose of such claim  without the consent of Seller,
which consent shall not be unreasonably  withheld or delayed;  and (iv) any
indemnification that is ultimately determined to be owing by Seller to such
member of Buyer's  Indemnified Group as a result of the settlement or other
disposition  of such claim (but only if the option to require  that  Seller
not take over the defense of such claim is  exercised)  shall be limited to
80% of the otherwise  indemnifiable Loss with respect to such claim. If the
Indemnifying  Party  makes  such  an  election,   (x)  it  shall  keep  the
Indemnified  Party  informed as to the status of such matter and shall send
promptly copies of all pleadings to the Indemnified Party, (y) with respect
to any issue  involved  in such claim,  it shall have the sole right,  with
respect to claims or portions of claims seeking  monetary  damages only, to
settle or otherwise  dispose of such claim on such terms as it, in its sole
discretion, shall deem appropriate;  provided, however, that the consent of
the Indemnified Party to the settlement or disposition shall be required if
such  settlement  or  disposition  shall result in or would  reasonably  be
expected to result in any liability to, equitable relief against or adverse
business  effect  on the  Indemnified  Party,  which  consent  shall not be
unreasonably  withheld or delayed, and (z) the Indemnified Party shall have
the right to participate jointly in the defense of such claim, but shall do
so at its own cost not subject to reimbursement  under Section 9.02. If the
Indemnifying Party does not elect to take over the defense of a third-party
claim, the Indemnified Party shall have the right to contest, compromise or
settle such claim in the  exercise of its  reasonable  judgment;  provided,
however,  that the consent of the  Indemnifying  Party to any compromise or
settlement of such claim shall be required if such compromise or settlement
shall result in or would  reasonably be expected to result in any liability
to the Indemnifying Party, which consent shall not be unreasonably withheld
or delayed.

               (b) (i) With respect to Seller's indemnification obligations
pursuant  to  Section  9.02(b)(i)  (but only with  respect to  breaches  of
representations  and  warranties  set  forth in  Section  2.12(a)(vii))  or
pursuant to Section  9.02(b)(iv),  and subject to  subsection  (iii) below,
Seller  shall  manage and  control  all  response  actions  and/or  claims,
including, without limitation, the right to retain consultants and counsel,
to  control  all  investigations,   cleanup,   response,   remediation  and
associated  activities,  and to negotiate,  litigate,  otherwise contest or
settle any claim relating thereto. Seller may settle any claim with respect
to any matters  contemplated  by this  subsection  (i),  provided that such
settlement does not result in any impairment to the Business,  or liability
or cost to, restrictions on or admission by Buyer.

               (ii) With  respect to Seller's  indemnification  obligations
          pursuant  to  Section  9.02(b)(i)  with  respect to  breaches  of
          representations  and  warranties set forth in Section 2.12 (other
          than Section 2.12(a)(vii)) or pursuant to Section 9.02(b)(v), and
          subject to subsection (iii) below, Buyer shall manage and control
          all  response   actions   and/or   claims,   including,   without
          limitation,  the  right to retain  consultants  and  counsel,  to
          control all investigations,  cleanup,  response,  remediation and
          associated  activities,  and to  negotiate,  litigate,  otherwise
          contest or settle any claim relating  thereto;  provided,  in the
          case of any claims brought by private parties alleging common law
          damage claims,  Buyer agrees to consult with Seller in connection
          with  the  formulation  and   implementation  of  any  litigation
          strategy.  Buyer may settle any claim with respect to any matters
          contemplated by this subsection (ii), provided Seller consents in
          writing thereto, which consent shall not be unreasonably withheld
          or delayed.

               (iii)  With   respect  to  all   matters   contemplated   by
          subsections (i) and (ii) above,  Buyer or Seller, as the case may
          be,  with  respect to any matter  managed and  controlled  by the
          other,  shall  have  the  right  to (i)  participate,  at its own
          expense,   in  any   meetings  or  material   negotiations   with
          governmental agencies, private claimants or consultants and shall
          be provided with  reasonable  advance written notice of the same;
          and (ii) review in advance and provide  comments on any documents
          proposed  to be  submitted  to  governmental  agencies  or  other
          claimants.

               (iv) Buyer and Seller each agree to cooperate with the other
          to ensure  that the  obligations  of Seller  created  by  Section
          9.02(b)(i)  with  respect  to  breaches  of  representations  and
          warranties set forth in Sections 2.12, 9.02(b)(iv) and 9.02(b)(v)
          are carried out in a reasonably  timely matter.  Buyer and Seller
          each agree to provide the other with such  information  as may be
          reasonably  requested  in  writing  regarding  such  obligations,
          including, without limitation, providing reasonable access to and
          the right to copy all relevant data, records, studies, reports or
          other documents. Buyer and Seller each agree to provide the other
          with  reasonable  access to each other's  employees on a mutually
          convenient basis in connection with such efforts.

               (c) Notwithstanding the provisions of Section 9.03(a),  with
respect to any third-party  claim or demand that the Indemnifying  Party is
defending,  the  Indemnified  Party shall have the right to retain separate
counsel to represent it and the  Indemnifying  Party shall pay the fees and
expenses of such separate  counsel if the  Indemnified  Party  receives and
certifies  to Seller  that it has  received  an  opinion  of counsel to the
effect  that  there  exist  sufficient  conflicts  that make it  reasonably
necessary for separate  counsel to represent the Indemnified  Party and the
Indemnifying Party. The certificate shall attach a copy of such opinion.

          9.04. Other Indemnification Matters. (a) With respect to Seller's
liability for claims made under clause (b)(i) of Section 9.02, Seller shall
have no liability for such claims until the aggregate  amount of the Losses
incurred by Buyer's  Indemnified  Group shall exceed  $2,500,000,  in which
case Seller  shall be liable  only for the portion of the Losses  exceeding
$2,500,000 (the "Deductible"), and in no event shall Seller's liability for
such claims  exceed  $75,000,000  in the aggregate  (the "Cap");  provided,
however,  that claims for  breaches of any  representations  or  warranties
contained  in Section  2.01 shall not be subject to the  Deductible  or the
Cap,  but  will be  limited  in the  aggregate  to an  amount  equal to the
Purchase Price.

               (b) Solely for  purposes of the  indemnification  provisions
contained in this Article IX, the word "material" (or correlative  meanings
thereof)  contained in any individual  representation or warranty contained
in this Agreement,  or any covenant or agreement  contained in Section 4.02
of this Agreement, shall be deemed to mean individually or in the aggregate
in excess of $500,000, and the words "material adverse effect" contained in
any individual  representation or warranty contained in this Agreement,  or
any  covenant or agreement  contained  in Section  4.02 of this  Agreement,
shall be deemed to mean  individually  or in the  aggregate  an effect that
exceeds  $500,000.  With  respect  to any  breach or  breaches  of any such
individual  representation or warranty contained in this Agreement,  or any
such  covenant or agreement  contained  in Section 4.02 of this  Agreement,
which would not have been breached but for the provisions  contained in the
immediately preceding sentence, such representation,  warranty, covenant or
agreement  shall be deemed not to have been  breached  to the  extent  such
breach  is  evident  in,  results  from  or  is  directly  attributable  to
information  that  was  not  disclosed  in the  Schedules  hereto  but  was
disclosed  in writing  prior to the date  hereof in the data room set up by
Seller at the offices of Liddell,  Sapp, Zivley,  Hill & LaBoon,  L.L.P. in
Dallas,  Texas for purposes of Buyer's due diligence  investigation  of the
Company.  The provisions  contained in the immediately  preceding  sentence
relate only to information  actually  contained in such data room,  with no
duty of due  diligence  or due inquiry on the part of Buyer with respect to
such information.  An index of all of the documents  contained in such data
room is  attached  as  Exhibit B hereto.  The  provisions  of this  Section
9.04(b) shall have no effect with respect to the  covenants and  agreements
contained  in  Section  4.02  of  this  Agreement  following  the  18-month
anniversary of the Closing Date.

               (c) The  liability  for claims made under  clause  (b)(v) of
Section 9.02 shall in no event exceed $2,000,000.

          9.05.  Interpretive   Provisions.   (a)  Whenever  used  in  this
Agreement,  "to Seller's  knowledge"  or "to the knowledge of Seller" shall
mean the actual knowledge of the persons who are listed in Schedule 9.05.

               (b) The words "hereof,"  "herein,"  "hereby" and "hereunder"
and words of similar  import refer to this  Agreement as a whole and not to
any particular Article, Section or other subdivision thereof.

               (c) For  purposes of this  Agreement,  the Company  shall be
deemed to be an  affiliate  of Seller prior to the Closing and an affiliate
of Buyer after the Closing.

               (d)  Disclosure of a matter on any Schedule  hereto shall be
deemed to be a disclosure for purposes of any other  Schedule  hereto (with
no obligation to cross-reference schedules or items contained on schedules)
if it is, or should be,  reasonably  evident that the disclosure  should be
contained on such other Schedule.

               (e)  Notwithstanding  any provision in this Agreement to the
contrary,  an  actual,  pending or  threatened  loss of  business  or other
adverse  effect on the Company or the Business,  which,  in either case, is
primarily  attributable  to the  reactions  of one or more  suppliers to or
customers of the Business that are competitors of Buyer to the transactions
contemplated  hereby  because of the  identity  of Buyer,  (i) shall not be
deemed  to  constitute  a  "material  adverse  effect,"  "material  adverse
change,"  "material  decrease  or  limitation"  or  comparable  concept for
purposes of this  Agreement,  including  but not limited to Sections  2.05,
2.16,  4.02,  5.01 and  5.04  hereof,  and  (ii)  shall  not be  deemed  to
constitute  breaches of the  representations  or  warranties  contained  in
Sections  2.21 or 2.22  hereof.  For  purposes of this clause (e), the term
"competitors"  shall mean persons or entities that  manufacture  long-range
large-cabin business jet aircraft.

          9.06. Entire Agreement.  This Agreement (including the Schedules)
constitutes  the sole  understanding  of the  parties  with  respect to the
subject matter hereof.

          9.07.  Successors  and Assigns.  The terms and conditions of this
Agreement  shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties hereto; provided,  however, that this
Agreement may not be assigned by Buyer without the prior written consent of
Seller,  except that Buyer may, at its election,  assign this  Agreement to
any  direct  or  indirect  wholly  owned  subsidiary  so  long  as (a)  the
representations  and  warranties  of Buyer made herein are equally  true of
such  assignee and (b) such assignee  shall  execute a counterpart  of this
Agreement  agreeing to be bound by the  provisions  hereof as "Buyer,"  and
agreeing to be jointly and severally liable with the assignor and any other
assignee for all of the obligations of the assignor hereunder,  but no such
assignment of this Agreement or any of the rights or obligations  hereunder
shall   relieve   Buyer   of  its   obligations   under   this   Agreement.
Notwithstanding  anything  contained  in this  Agreement  to the  contrary,
nothing in this Agreement, express or implied, is intended to confer on any
person other than the parties hereto or their respective heirs, successors,
executors,  administrators and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement.

          9.08.  Headings.  The  headings  of the  Articles,  Sections  and
paragraphs of this  Agreement are inserted for  convenience  only and shall
not be  deemed  to  constitute  part of this  Agreement  or to  affect  the
construction hereof.

          9.09.  Modification  and Waiver.  No amendment,  modification  or
alteration of the terms or provisions  of this  Agreement  shall be binding
unless  the same  shall be in  writing  and duly  executed  by the  parties
hereto, except that any of the terms or provisions of this Agreement may be
waived  in  writing  at any  time by the  party  which is  entitled  to the
benefits  of such  waived  terms or  provisions.  No  waiver  of any of the
provisions  of this  Agreement  shall be  deemed to or shall  constitute  a
waiver of any other provision hereof (whether or not similar).  No delay on
the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof.

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

          9.11. Expenses.  Except as otherwise provided herein,  Seller and
Buyer shall each pay all costs and expenses incurred by it or on its behalf
in connection with this Agreement and the transactions contemplated hereby,
including,  without  limiting the  generality  of the  foregoing,  fees and
expenses of its own financial consultants, accountants and counsel.

          9.12. Notices. Any notice, request, instruction or other document
to be given  hereunder  by any party  hereto to any other party shall be in
writing and shall be given (and will be deemed to have been duly given upon
receipt) by  delivery  in person,  by  electronic  facsimile  transmission,
cable,    telegram,    telex   or   other   standard   forms   of   written
telecommunications,  by  overnight  courier or by  registered  or certified
mail, postage prepaid,

          if to Seller to:

               Kimberly-Clark Corporation
               1400 Holcomb Bridge Road
               Roswell, Georgia  30076-2199
               Telephone:  (770) 587-8059
               Facsimile: (770) 587-7749
               Attention:  Mr. Robert E. Abernathy

          with a copy to:

               Kimberly-Clark Corporation
               351 Phelps Drive
               Irving, Texas  75038
               Telephone:  (972) 281-1385
               Facsimile:  (972) 281-1578
               Attention:  David M. Dolan, Esq.

          if to Buyer to:

               Gulfstream Aerospace Corporation
               500 Gulfstream Road
               Savannah, Georgia  31402
               Telephone:  (912) 965-3601
               Facsimile:  (912) 965-3752
               Attention:  Ms. Chris A. Davis

          with a copy to:

               Fried, Frank, Harris, Shriver & Jacobson
               One New York Plaza
               New York, New York 10004
               Telephone:  (212) 859-8000
               Facsimile:  (212) 859-4000
               Attention:  Stephen Fraidin, P.C.

or at such other address for a party as shall be specified by like notice.

          9.13.  Governing  Law.  This  Agreement  shall be governed by and
construed  in  accordance  with the laws of the  State of  Georgia  without
giving  effect to the  principles  of conflicts of law. Each of the parties
hereto hereby  irrevocably  and  unconditionally  consents to submit to the
exclusive  jurisdiction  of the courts of the State of  Georgia  and of the
United  States  of  America  located  in the  State  of  Georgia,  for  any
Litigation   arising  out  of  or  relating  to  this   Agreement  and  the
transactions contemplated hereby (and agrees not to commence any Litigation
relating thereto except in such courts).  Each of the parties hereto hereby
irrevocably and unconditionally waives any objection to the laying of venue
of  any  Litigation  arising  out of  this  Agreement  or the  transactions
contemplated  hereby in the  courts of the State of  Georgia  or the United
States of  America,  located in the State of  Georgia,  and hereby  further
irrevocably and unconditionally  waives and agrees not to plead or claim in
any such court that any such Litigation  brought in any such court has been
brought in an inconvenient forum.

          9.14. Public  Announcements.  Seller and Buyer shall each issue a
public  announcement  upon the  execution  and delivery of this  Agreement.
Neither Seller nor Buyer shall make any other public statements, including,
without limitation,  any press releases, with respect to this Agreement and
the transactions  contemplated  hereby without the prior written consent of
the other  party,  except as may be  required by law.  With  respect to any
public  statement,  the parties shall consult with each other in advance as
to the contents and timing thereof.

          9.15.  Severability.  Any  provision of this  Agreement  which is
invalid,  illegal or unenforceable  in any  jurisdiction  shall, as to that
jurisdiction,  be ineffective to the extent of such invalidity,  illegality
or unenforceability,  without affecting in any way the remaining provisions
hereof in such  jurisdiction  or rendering  that or any other  provision of
this Agreement invalid, illegal or unenforceable in any other jurisdiction.

          IN WITNESS  WHEREOF,  each of the parties  hereto has caused this
Agreement to be executed on its behalf as of the date first above written.

                                        KIMBERLY-CLARK CORPORATION


                                        By: /s/ Robert E. Abernathy
                                           --------------------------------
                                           Name:  Robert E. Abernathy
                                           Title: Group President


                                        GULFSTREAM AEROSPACE CORPORATION


                                        By: /s/ Chris A. Davis
                                           --------------------------------
                                           Name:  Chris A. Davis
                                           Title: Executive Vice President
                                                    and Chief Financial
                                                    Officer