<PAGE>   1
                                                                   EXHIBIT 10.22




                            STOCK PURCHASE AGREEMENT

                                     BETWEEN

                            WINSLOEW FURNITURE, INC.

                                       AND

                                VERTIFLEX COMPANY

                  (Sale of Continental Engineering Group, Inc.)

                            Dated as of June 30, 1998


<PAGE>   2



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>      <C>                                                                                  <C>
1.       Definitions                                                                            1

2.       PURCHASE AND SALE OF COMPANY SHARES                                                    8
         (a)      BASIC TRANSACTION                                                             8
         (b)      PURCHASE PRICE                                                                8
         (c)      PAYMENT OF PURCHASE PRICE                                                     8
         (d)      SATISFACTION OF FUNDED INDEBTEDNESS                                           9
         (e)      THE CLOSING                                                                   9
         (f)      DELIVERIES AT THE CLOSING                                                     9
         (g)      POST-CLOSING PURCHASE PRICE ADJUSTMENT                                       10

3A.      REPRESENTATIONS AND WARRANTIES OF THE SELLER AS TO SELLER MATTERS                     12
         (a)      ORGANIZATION                                                                 12
         (b)      AUTHORIZATION OF TRANSACTION                                                 12
         (c)      NONCONTRAVENTION                                                             12
         (d)      OWNERSHIP OF COMMON STOCK                                                    13
         (e)      BROKERS FEES                                                                 13

3B.      REPRESENTATIONS AND WARRANTIES OF THE SELLER WITH RESPECT TO THE COMPANY              13
         (a)      ORGANIZATION AND STANDING                                                    13
         (b)      AUTHORITY TO DO BUSINESS                                                     13
         (c)      CHARTER AND BYLAWS; CORPORATE RECORDS                                        13
         (d)      NO SUBSIDIARIES                                                              14
         (e)      CAPITALIZATION                                                               14
         (f)      FINANCIAL STATEMENTS                                                         14
         (g)      ABSENCE OF CERTAIN DEVELOPMENTS                                              15
         (h)      UNDISCLOSED LIABILITIES                                                      17
         (i)      TANGIBLE PERSONAL PROPERTY                                                   17
         (j)      REAL PROPERTY                                                                18
         (k)      INSURANCE                                                                    18
         (l)      LABOR RELATIONS                                                              18
         (m)      COMPANY PERMITS; COMPLIANCE WITH LAW                                         19
         (n)      LITIGATION                                                                   19
         (o)      LIST OF ACCOUNTS                                                             19
         (p)      LIST OF PERSONNEL                                                            19
         (q)      EMPLOYEE BENEFITS                                                            20
         (r)      TAX MATTERS                                                                  22

</TABLE>



                                      -i-

<PAGE>   3
<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>      <C>                                                                                  <C>
         (s)      ENVIRONMENTAL MATTERS                                                        23
         (t)      INTELLECTUAL PROPERTY                                                        24
         (u)      MATERIAL CONTRACTS                                                           25
         (v)      TRANSACTIONS WITH AFFILIATES                                                 25
         (w)      POWERS OF ATTORNEY                                                           25
         (x)      INVENTORY                                                                    25
         (y)      ACCOUNTS RECEIVABLE                                                          26
         (z)      CUSTOMERS AND SUPPLIERS                                                      26
         (aa)     TRAILING SALES COMMISSIONS                                                   26
         (bb)     FULL DISCLOSURE                                                              26

4.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER                                       26
         (a)      ORGANIZATION                                                                 26
         (b)      AUTHORIZATION OF TRANSACTION                                                 26
         (c)      NONCONTRAVENTION                                                             26
         (d)      BROKERS FEES                                                                 27
         (e)      ACQUISITION OF SHARES FOR INVESTMENT                                         27
         (f)      FULL DISCLOSURE                                                              27

5.       POST-CLOSING COVENANTS                                                                27
         (a)      GENERAL                                                                      27
         (b)      LITIGATION SUPPORT                                                           27
         (c)      PUBLICITY                                                                    27
         (d)      CERTAIN TAX MATTERS                                                          28
         (e)      FINANCIAL REPORTING COOPERATION                                              30
         (f)      401(K) PLAN                                                                  30
         (g)      NON-COMPETITION                                                              30

6.       CONDITIONS TO OBLIGATION TO CLOSE                                                     31
         (a)      CONDITIONS TO OBLIGATION OF THE PURCHASER                                    31
         (b)      CONDITIONS TO OBLIGATION OF THE SELLER                                       33

7.       REMEDIES FOR BREACHES OF THIS AGREEMENT                                               34
         (a)      SURVIVAL OF REPRESENTATIONS AND WARRANTIES                                   34
         (b)      INDEMNIFICATION                                                              34
         (c)      LIMITATION OF RECOURSE                                                       37

8.       DISPUTE RESOLUTION                                                                    38
         (a)      DISPUTE DEFINED                                                              38
         (b)      DISPUTE RESOLUTION PROCEDURES                                                38
</TABLE>





                                      -ii-
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
<S>      <C>                                                                                  <C>
         (c)      PROVISIONAL REMEDIES                                                         39
         (d)      TOLLING STATUTE OF LIMITATIONS                                               39
         (e)      PERFORMANCE TO CONTINUE                                                      39
         (f)      EXTENSION OF DEADLINES                                                       39
         (g)      ENFORCEMENT                                                                  39
         (h)      COSTS                                                                        39
         (i)      REPLACEMENT                                                                  40

9.       MODIFICATION AND WAIVERS                                                              40
         (a)      MODIFICATION                                                                 40
         (b)      WAIVERS                                                                      40

10.      ADDITIONAL AGREEMENTS                                                                 40
         (a)      PROPORTIONATE SHARE                                                          41
         (b)      STOCK ADJUSTMENTS                                                            41
         (c)      SELLER'S GUARANTEE OF ACCOUNTS RECEIVABLE                                    42
         (d)      SEVERANCE OBLIGATIONS                                                        43
         (e)      MICROCENTRE DISPUTE                                                          43
         (f)      PRE-CLOSING WORKERS COMPENSATION CLAIMS                                      43
         (g)      VACATION ACCRUAL                                                             43

11.      MISCELLANEOUS                                                                         44
         (a)      NO THIRD-PARTY BENEFICIARIES                                                 44
         (b)      ENTIRE AGREEMENT                                                             44
         (c)      SUCCESSION AND ASSIGNMENT                                                    44
         (d)      COUNTERPARTS                                                                 44
         (e)      HEADINGS                                                                     44
         (f)      NOTICES                                                                      44
         (g)      GOVERNING LAW; VENUE                                                         46
         (h)      AMENDMENTS AND WAIVERS                                                       46
         (i)      SEVERABILITY                                                                 46
         (j)      EXPENSES                                                                     46
         (k)      CONSTRUCTION                                                                 46
         (l)      INCORPORATION OF DISCLOSURE SCHEDULE                                         46
         (m)      WAIVER OF JURY TRIAL                                                         47
         (n)      PREVAILING PARTIES                                                           47
         (o)      EQUITABLE REMEDIES                                                           47

</TABLE>

EXHIBIT A -- Escrow Agreement
Schedule I -- Shares
Schedule II -- Accounting Policies and Procedures
Disclosure Schedule



                                      -iii-


<PAGE>   5




                            STOCK PURCHASE AGREEMENT

                  This Stock Purchase Agreement is made and entered into as of
June 30, 1998, by and between VERTIFLEX COMPANY, an Illinois corporation (the
"PURCHASER"), and WINSLOEW FURNITURE, INC., a Florida corporation (the
"SELLER"). The Purchaser and the Seller are each referred to in this Agreement
as a "PARTY" and collectively as the "PARTIES".

         The Seller directly owns all of the outstanding capital stock of
Continental Engineering Group, Inc., a California corporation (the "COMPANY").

         This Agreement contemplates a transaction in which the Purchaser will
purchase from the Seller, and the Seller will sell to the Purchaser, all of the
outstanding capital stock of the Company.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties
and covenants herein contained, the Parties agree as follows.

         1.       DEFINITIONS.

         "ACCOUNTING FIRM" has the meaning set forth in section 2(g)(ii) below.

         "ACCOUNTS RECEIVABLE" means all accounts, instruments, drafts,
acceptances and other forms of receivables relating to the Company's business,
and all rights earned under the Company's contracts to sell goods or render
services.

         "ACQUIRED BUSINESS" has the meaning set forth in section 5(g)(ii)
below.

         "ACTUAL AMOUNT" has the meaning set forth in section 2(g)(ii)(C) below.

         "AFFILIATE" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

         "AFFILIATED GROUP" means any affiliated group within the meaning of
section 1504 of the Code.

         "AUTHORITY" means any federal, state, local or foreign governmental
regulatory agency, commission, bureau, authority, court or arbitration tribunal.

         "AGREEMENT" means this Stock Purchase Agreement together with all
exhibits and schedules contemplated hereby.

         "ASSIGNED RECEIVABLES" has the meaning set forth in section 10(c)(ii)
below.


                                       -1-


<PAGE>   6



         "BASIS" means any past or present fact, situation, circumstance,
status, condition, activity, practice, plan, occurrence, event, incident,
action, failure to act, or transaction that forms or could form the basis for
any specified consequences.

         "BASKET" has the meaning set forth in section 7(b)(i) below.

         "CERCLA" has the meaning set forth in section 3B(s)(iV) below.

         "CHANGE OF CONTROL" has the meaning set forth in section 5(g)(i) below.

         "CHARTER" and "BYLAWS," respectively, mean with respect to any
corporation, those instruments that, among other things, (a) define its
existence, as filed or recorded with the applicable Authority, including,
without limitation, such corporation's Articles or Certificate of Incorporation,
and (b) otherwise govern its internal affairs, in each case as amended,
supplemented, or restated.

         "CLOSING" has the meaning set forth in section 2(e) below.

         "CLOSING BALANCE SHEET" has the meaning set forth in section 2(g)(i)
below.

         "CLOSING DATE" has the meaning set forth in section 2(e) below.

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

         "COMMON STOCK" means the Common Stock of the Company, no par value.

         "COMPANY" has the meaning set forth in the preface above.

         "COMPANY PERMITS" means all licenses, franchises, permits, orders,
approvals, registrations, authorizations, qualification filings with all
Authorities required in connection with the operation of the business of the
Company.

         "COMPANY FINANCIAL STATEMENTS" has the meaning set forth in section
3B(f)(i) below.

         "COMPANY INTERIM FINANCIAL STATEMENTS" has the meaning set forth in
section 3B(f)(i) below.

         "COMPETING BUSINESS" has the meaning set forth in section 5(g)(ii)
below.

         "CONFIDENTIALITY AGREEMENT" has the meaning set forth in section 11(b)
below.

         "CONTROLLED GROUP OF CORPORATIONS" has the meaning set forth in section
1563 of the Code.

         "CPR" has the meaning set forth in section 8(b)(ii) below.



                                       -2-


<PAGE>   7



         "DISPUTE" has the meaning set forth in section 8(a) below.

         "EMPLOYEE BENEFIT PLAN" has the meaning set forth in section 3B(q)
below.

         "EMPLOYEE PENSION BENEFIT PLAN" has the meaning set forth in ERISA
section 3(2).

         "EMPLOYEE WELFARE BENEFIT PLAN" has the meaning set forth in ERISA
section 3(1).

         "ENVIRONMENTAL, HEALTH AND SAFETY REQUIREMENTS" means all federal,
state, local and foreign statutes, regulations, ordinances and judicial and
administrative orders and determinations to which the Company is a party
concerning workplace health and safety and pollution or protection of the
environment, including, without limitation, all those relating to the presence,
use, production, generation, handling, transportation, treatment, storage,
disposal, distribution, labeling, testing, processing, discharge, release,
threatened release, control or cleanup of any Materials of Environmental
Concern.

         "ENVIRONMENTAL CLAIM" means any written notice or claim by any person
or any Authority alleging potential liability (including, without limitation,
potential liability for investigatory costs, cleanup costs, governmental
response costs, natural resources damages, property damages, personal injuries
or penalties) arising out of, based on or resulting from (i) the presence,
release or threatened release into the environment, of any Material of
Environmental Concern at any location, whether or not owned, leased or operated
by the Company, or (ii) any violation, or alleged violation, of any
Environmental, Health and Safety Requirement.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ERISA AFFILIATE" means any Person that would be aggregated with the
Company under section 414(b), (c), (m) or (o) of the Code.

         "ESCROW ACCOUNT" has the meaning set forth in section 2(c)(ii) below.

         "ESCROW AGREEMENT" means the Escrow Agreement, in the form of EXHIBIT A
hereto, to be entered into on the Closing Date by the Purchaser, the Seller and
the Escrow Agent.

         "ESCROW AGENT" has the meaning set forth in section 2(c)(ii) below.

         "ESCROW FUNDS" has the meaning set forth in section 2(c)(ii) below.

         "FINAL CLOSING BALANCE SHEET DETERMINATION DATE" has the meaning set
forth in section 2(g)(ii) below.

         "FUNDED INDEBTEDNESS" means the aggregate amount (including the current
portions thereof) of all (i) indebtedness for money borrowed from others and
purchase money indebtedness (other than



                                       -3-


<PAGE>   8



accounts payable in the ordinary course) of the Company, (ii) indebtedness of
the type described in clause (i) above guaranteed, directly or indirectly, in
any manner by the Company, or in effect guaranteed, directly or indirectly, in
any manner by the Company, through an agreement, contingent or otherwise, to
supply funds to, or in any other manner invest in, the debtor, or to purchase
indebtedness, or to purchase and pay for property if not delivered or pay for
services if not performed, primarily for the purpose of enabling the debtor to
make payment of the indebtedness or to assure the owners of the indebtedness
against loss, but excluding endorsements of checks and other instruments in the
ordinary course, (iii) indebtedness of the type described in clause (i) above
secured by any Lien upon property owned by the Company, even though the Company
has not in any manner become liable for the payment of such indebtedness, and
interest expense accrued but unpaid, and all prepayment premiums, on or relating
to any of such indebtednesection 

         "GAAP" means United States generally accepted accounting principles as
in effect from time to time.

         "HIGH AMOUNT" has the meaning set forth in section 2(g)(ii)(B) below.

         "INCOME TAX" means any federal, state, local or foreign Tax based on,
measured by or with respect to income, net worth or capital, including any
interest, penalty or addition thereto.

         "INDEMNIFIED PARTY" has the meaning set forth in section 7(b)(v) below.

         "INDEMNIFYING PARTY" has the meaning set forth in section 7(b)(v)
below.

          "INITIAL PAYMENT" has the meaning set forth in section 2(c)(i) below.

         "INTELLECTUAL PROPERTY" has the meaning set forth in section 3B(t)
below.

         "INTELLECTUAL PROPERTY LICENSES" has the meaning set forth in section
3B(t) below.

         "IRS" means the Internal Revenue Service.

         "INVENTORY" means all of the Company's inventories, including without
limitation, raw materials, work in progress, finished goods, spare parts,
supplies, packaging goods and other like items.

         "KNOWLEDGE" (and the related phrase "TO THE KNOWLEDGE OF"), (a) when
applied to the Seller means the actual knowledge of Bobby Tesney, Vincent A.
Tortorici, Jr., Jerry Camp and Rick Lee, after reasonable investigations and
inquiries of the officers and responsible employees of the Company (including,
without limitation, Zoeann Gamboa, Randy Gastelum, Terry King, John Latta and
David Capodiece), and (b) when applied to the Purchaser means the actual
knowledge after reasonable investigation of the executive officers of the
Purchaser.



                                       -4-


<PAGE>   9



         "LABOR DISPUTE" has the meaning set forth in section 7(b)(iii) below.

         "LIEN" means any lien, charge, claim, restriction, encumbrance,
security interest or pledge of any kind whatsoever.

         "LISTED INTELLECTUAL PROPERTY" has the meaning set forth in section
3B(t) below.

         "LOSS" or "LOSSES" means all damages, dues, penalties, fines,
reasonable amounts paid in settlement, Taxes, costs, obligations, losses,
expenses, and fees (including court costs and reasonable attorneys' fees and
expenses), including, as the context may require, any of the foregoing which
arise out of or in connection with any actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees or rulings.

         "LOW AMOUNT" has the meaning set forth in section 2(g)(ii)(A) below.

         "MATERIAL ADVERSE CHANGE" or "MATERIAL ADVERSE EFFECT" means any change
or effect that is materially adverse to the business, assets, financial
condition or results of operations of the Company.

         "MATERIAL CONTRACT" means any 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 or any of its assets is bound, and which (a) relates to
Funded Indebtedness or is a letter of credit, pledge, bond or similar
arrangement running to the account of or for the benefit of the Company, (b)
relates to the purchase, maintenance or acquisition, or sale or furnishing of
materials, supplies, merchandise, machinery, equipment, parts or any other
property or services (excluding any such contract made in the Ordinary Course of
Business and which is expected to be fully performed within 30 days of the date
hereof or which involves revenues or expenditures of less than $25,000), (c) is
a collective bargaining agreement, (d) obligates the Company not to compete with
any business, or to conduct any business with only certain parties, or which
otherwise restrains or prevents the Company from carrying on any lawful business
or which restricts the right of the Company to use or disclose any information
in its possession, (e) relates to (i) employment, compensation, severance, or
consulting between the Company and any of its officers or directors, or (ii)
other employees or consultants who are entitled to compensation thereunder in
excess of $25,000 per annum, (f) is a lease or sublease of real property, or a
lease, sublease or other title retention agreement or conditional sales
agreement for any machinery, equipment, vehicle or other tangible personal
property (whether the Company is a lessor or lessee), (g) is a contract for
capital expenditures or the acquisition or construction of fixed assets for or
in respect of any real property involving payments in excess of $25,000, (h) is
a contract granting any Person a Lien on any of the assets of the Company, in
whole or in part (other than Permitted Liens), (i) is a contract by which the
Company retains any manufacturer's representatives, broker or other sales agent,
distributor or representative, or advertising or marketing entity or through
which the Company is appointed or authorized as a sales agent, distributor or
representative, (j) is a contract under which the Company has granted or
received a license or sublicense or under which the Company is obligated to pay
or has the right to receive a royalty,



                                       -5-


<PAGE>   10



license fee or similar payment (other than software licenses for purchased
software), (k) is a joint venture or partnership contract or a limited liability
company operating agreement, (l) is (i) an agreement for the storage,
transportation, treatment and disposal of any materials subject to regulation
under any Environmental Health and Safety Requirements, or (ii) a contract for
storage, transportation or similar services with carriers or warehousemen
(excluding any such contract entered into in the Ordinary Course of Business and
involving annual expenditures not exceeding $50,000), (m) is an agreement or
arrangement with the Seller or any Affiliate of the Seller, or (n) other than
the insurance policies and binders set forth in section 3B(k) of the Disclosure
Schedule, is otherwise material to the assets, business, operations or financial
condition of the Company.

         "MATERIALS OF ENVIRONMENTAL CONCERN" means chemicals, toxic chemicals,
pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum and petroleum products, pesticides, asbestos, polychlorinated
biphenyls, in each case with respect to which liability or standards of conduct
are imposed pursuant to any Environmental, Health and Safety Requirements.

         "MEDIATION REQUEST" has the meaning set forth in section 8(b)(ii)
below.

         "MOST RECENT BALANCE SHEET" means the balance sheet contained within
the Most Recent Financial Statements.

         "MULTIEMPLOYER PLAN" has the meaning set forth in ERISA section 3(37).

         "NET WORKING CAPITAL" means the total current assets of the Company
(which current assets shall exclude the current portion of deferred tax assets,
cash (except the Company's cash in its payroll account and its bank account in
England and the Company's petty cash), and prepaid insurance) and (b) the total
current liabilities of the Company (which current liabilities shall exclude the
current portion of any Funded Indebtedness, income taxes and accrued insurance),
in each case determined as of the close of business on June 26, 1998 and by
reference to the amounts set forth on the face (but not the notes) of the
Closing Balance Sheet..

         "90 AND OVER ACCOUNTS RECEIVABLE" has the meaning set forth in section
10(c) below.

         "NON-COMPETITION AREA" has the meaning set forth in section 5(g)(i)
below.

         "NOTICE OF DISAGREEMENT WITH CLOSING BALANCE SHEET" has the meaning set
forth in section 2(g)(ii) below.

         "OPINION OF SELLER'S COUNSEL" means the opinion of Gordon & Einstein,
Ltd., counsel to the Seller, dated as of the Closing Date, addressed to the
Purchaser, in form and substance reasonably satisfactory to the Purchaser and
its lender.

         "ORDINARY COURSE OF BUSINESS" means the ordinary course of business
consistent with past custom and practice (including with respect to quantity and
frequency).



                                       -6-


<PAGE>   11



         "OTHER TAXES" means all Taxes other than Income Taxes.

         "PARTY" has the meaning set forth in the preface above.

         "PERMITTED INVESTMENT" has the meaning set forth in section 5(g)(ii)
below.

         "PERMITTED LIENS" means (a) Liens set forth on the Disclosure Schedule
and which are identified as Permitted Liens, (b) Liens for Taxes not yet due and
payable and as to which appropriate reserves have been reflected on the Company
Interim Financial Statements, (c) workers or unemployment compensation Liens
arising in the Ordinary Course of Business and as to which appropriate reserves
have been reflected on the Most Recent Balance Sheet or adequate provision has
been made therefor by the Seller, and (d) mechanic's, materialman's, supplier's,
vendor's or landlord's Liens arising in the ordinary course of business securing
amounts which are not delinquent or being contested.

         "PERSON" means any natural person, corporation, limited liability
company, unincorporated organization, partnership, association, joint-stock
company, joint venture, trust or government, or any agency or political
subdivision of any government.

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

         "PRE-CLOSING TAX PERIOD" means any tax period (including partial
periods) that ends on or prior to the Closing Date.

         "PROPORTIONATE SHARE" has the meaning set forth in section 10(a)(i)
below.

         "PURCHASED BUSINESS" has the meaning set forth in section 5(g)(i)
below.

         "PURCHASER" has the meaning set forth in the preface above.

         "PURCHASE PRICE" has the meaning set forth in section 2(b) below.

         "PURCHASE PRICE ADJUSTMENT" has the meaning set forth in section
2(g)(iii) below.

         "REAL PROPERTY" has the meaning set forth in section 3B(j) below.

         "REPLACEMENT" has the meaning set forth in section 8(i) below.

         "RETURN" means any return, declaration (including any declaration of
estimated Taxes), report, claim for refund, or information return or statement
relating to Taxes with respect to any income, assets or properties of the
Company, including any schedule or attachment thereto.



                                       -7-


<PAGE>   12



         "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

         "SELLER" has the meaning set forth in the preface above.

         "SHARES" has the meaning set forth in section 2(a) below.

         "SUBSIDIARY" means any corporation with respect to which a specified
Person (or a Subsidiary thereof) owns, directly or indirectly, a majority of the
common stock or has the power to vote or direct the voting of sufficient
securities to elect a majority of the directors.

         "TAX ASSESSMENT" has the meaning set forth in section 5(d) below.

         "TAX NOTICE" has the meaning set forth in section 5(d) below.

         "TAXES" means all federal, state, local and foreign taxes (including,
without limitation, income or profits taxes, premium taxes, excise taxes, sales
taxes, use taxes, gross receipts taxes, franchise taxes, ad valorem taxes,
severance taxes, capital levy taxes, transfer taxes, value added taxes,
employment and payroll-related taxes, property taxes, real estate taxes,
business license taxes, occupation taxes, import duties and other governmental
charges and assessments), of any kind whatsoever, including interest, additions
to tax and penalties with respect thereto.

         "THIRD PARTY CLAIM" has the meaning set forth in section 7(b)(v) below.

         "UNRESTRICTED REPRESENTATIONS AND WARRANTIES" has the meaning set forth
in section 7(a) below.

         2. PURCHASE AND SALE OF COMPANY SHARES.

         (a) BASIC TRANSACTION. On and subject to the terms and conditions of
this Agreement, the Purchaser agrees to purchase from the Seller, and the Seller
agrees to sell to the Purchaser, free and clear of any and all restrictions on
transfer, Liens, claims and demands, all of the shares of Common Stock owned by
the Seller (the "SHARES") as set forth in SCHEDULE I hereto, for the
consideration specified below in this section 2.

         (b) PURCHASE PRICE. The aggregate purchase price to be paid by the
Purchaser for all of the Shares (the "PURCHASE PRICE") shall be (i) $7,875,000,
plus or MINUS (ii) any Purchase Price Adjustment made pursuant to section 2(g)
below.

         (c) PAYMENT OF PURCHASE PRICE. On the Closing Date, the Purchaser shall
make payment of the Purchase Price as follows:

                  (i) To the Seller, by wire transfer of immediately available
         funds, the sum of $6,874,250 (the "INITIAL PAYMENT"), to the account
         designated in writing by the Seller on the



                                       -8-


<PAGE>   13



         Closing Date. The Seller may direct the Purchaser to deliver a portion
         of the Initial Payment to certain third parties for fees, expenses,
         costs or other obligations arising out of or in connection with the
         transactions contemplated in this Agreement.

                  (ii) To American National Bank and Trust Company of Chicago,
         as escrow agent (the "ESCROW AGENT") pursuant to the terms of the
         Escrow Agreement, the sum of $1,000,000 (the "ESCROW FUNDS"), together
         with $750.00, representing the Seller's share of the first 12 months'
         escrow fees, for a total payment to the Escrow Agent of $1,000,750. As
         provided in the Escrow Agreement, the Escrow Funds shall be held in an
         account (the "ESCROW ACCOUNT") to provide indemnification to the
         Purchaser as provided in section 7(b) hereof.

         (d) SATISFACTION OF FUNDED INDEBTEDNESS.  On the Closing Date, the
Seller, at its expense, shall take such steps as shall be necessary such that,
concurrently with the Closing, there will be no further obligations of the
Company, monetary or otherwise, with respect to any Funded Indebtedness
outstanding immediately prior to the Closing. The Seller will make arrangements
reasonably satisfactory to the Purchaser for all holders of Funded Indebtedness
outstanding immediately prior to the Closing to provide to the Purchaser
recordable form mortgage and lien releases, canceled notes, trademark and patent
assignments and other documents reasonably requested by the Purchaser
simultaneously with or promptly following the Closing. If, after the Closing,
the Purchaser discovers that the Seller failed to eliminate, concurrently with
the Closing, all obligations of the Company, monetary or otherwise, with respect
to any Funded Indebtedness outstanding immediately prior to the Closing, the
Seller, at its expense, will take those actions reasonably requested by the
Purchaser to remove such obligations.

         (e) THE CLOSING. The closing of the transactions contemplated by this
Agreement (the "CLOSING") shall take place at the offices of Schwartz & Freeman,
401 North Michigan, Suite 1900, Chicago, Illinois 60611 (or at such other
location as the Parties may agree), commencing at 10:00 a.m. local time on June
30, 1998 or such other date as the Seller and the Purchaser may mutually
determine (the "CLOSING DATE"). The Closing when completed shall be deemed to
have been effective at 11:59 p.m. on June 26, 1998.

         (f) DELIVERIES AT THE CLOSING. At the Closing, (i) the Seller will
deliver to the Purchaser the various certificates and documents referred to in
section 6(a) below, (ii) the Purchaser will deliver to the Seller the various
certificates and documents referred to in section 6(b) below, (iii) the Seller
will deliver to the Purchaser stock certificates representing all of the Shares
being purchased pursuant to section 2(a) above, duly endorsed in blank or
accompanied by duly executed assignment documents, sufficient in form and
substance to convey to the Purchaser good title to such Shares, free and clear
of all restrictions on transfer, Liens, claims and demands and (iv) the
Purchaser will deliver to the Seller the Initial Payment.



                                       -9-


<PAGE>   14



         (g) POST-CLOSING PURCHASE PRICE ADJUSTMENT.

                  (i) At the Closing, the Seller shall prepare and deliver to
         the Purchaser (A) a balance sheet of the Company as of June 26, 1998
         (the "CLOSING BALANCE SHEET") and (B) the Seller's calculation of the
         Net Working Capital of the Company as of such time. The Seller shall
         deliver to Purchaser a draft of the Closing Balance Sheet and its
         calculation of Net Working Capital two days prior to the Closing Date.
         Except as provided in SCHEDULE II hereto, the Closing Balance Sheet
         (including, without limitation, such calculation of Net Working
         Capital) shall be prepared (A) in accordance with GAAP applied in a
         manner consistent with the same accounting principles and methodologies
         used in preparing the Company Financial Statements and (B) in
         accordance with the principles and procedures set forth on SCHEDULE II
         hereto.

                  (ii) During the 45 days immediately following receipt of the
         Closing Balance Sheet by the Purchaser, the Purchaser and its
         accountants shall be entitled to review the Closing Balance Sheet and
         the calculation of Net Working Capital and any working papers, trial
         balances and similar materials relating thereto prepared by the Seller
         or its accountants, and the Seller shall provide the Purchaser and its
         accountants with timely access, during the Company's normal business
         hours, to the Company's personnel, properties, books and records and to
         the Seller's personnel, properties, books and records to the extent
         related to the preparation of the Closing Balance Sheet's calculation
         of Net Working Capital. The Seller shall use reasonable commercial
         efforts to cause its accountants to make available to the Purchaser any
         working papers, trial balances and similar materials prepared by such
         accountants in connection with the preparation of the Closing Balance
         Sheet's calculation of Net Working Capital; PROVIDED, HOWEVER, that the
         Purchaser acknowledges and agrees that such accountants may require the
         Purchaser to execute customary undertakings in connection with such
         accesection The Closing Balance Sheet's calculation of Net Working
         Capital shall become final and binding upon the Parties on the 46th day
         following delivery thereof unless the Purchaser gives written notice to
         the Seller of its disagreement with the Closing Balance Sheet's
         calculation of Net Working Capital (a "NOTICE OF DISAGREEMENT WITH
         CLOSING BALANCE SHEET") prior to such date. Any Notice of Disagreement
         With Closing Balance Sheet shall specify in reasonable detail the
         nature of any disagreement so asserted. If a timely Notice of
         Disagreement With Closing Balance Sheet is received by the Seller with
         respect to the Closing Balance Sheet's calculation of Net Working
         Capital , then the Closing Balance Sheet's calculation of Net Working
         Capital (as revised in accordance with clause (A) or (B) below), shall
         become final and binding as to the calculation of Net Working Capital
         upon the Parties on the earlier of (A) the date the Purchaser and the
         Seller resolve in writing any differences they have with respect to any
         matter specified in a Notice of Disagreement With Closing Balance
         Sheet, or (B) the date any matters in dispute are finally resolved in
         writing by the Accounting Firm in the manner described below (the date
         on which the Closing Balance Sheet's calculation of Net Working Capital
         becomes final and binding being hereinafter referred to as the "FINAL
         CLOSING BALANCE SHEET DETERMINATION DATE"). During the 30 days
         immediately following the delivery of any Notice of



                                      -10-


<PAGE>   15



         Disagreement With Closing Balance Sheet, the Purchaser and the Seller
         shall seek in good faith to resolve in writing any differences which
         they may have with respect to any matter specified in such Notice of
         Disagreement With Closing Balance Sheet. During such period, the
         Purchaser and its accountants shall each have access to the Seller's
         and the Company's working papers, trial balances and similar materials
         (including the working papers, trial balances and similar materials of
         their respective accountants) prepared in connection with the
         preparation of the Closing Balance Sheet and the calculation of Net
         Working Capital. At the end of such 30 day period, the Seller and the
         Purchaser shall submit to an Accounting Firm for review and resolution
         any and all matters which remain in dispute and which were included in
         any Notice of Disagreement With Closing Balance Sheet (it being
         understood that the Accounting Firm shall act as an arbitrator to
         determine, based solely on presentations by the Purchaser and the
         Seller (and not by independent review), only those matters which remain
         in dispute), and the Accounting Firm shall reach a final, binding
         resolution of all matters which remain in dispute, which final
         resolution shall be (A) in writing, (B) furnished to the Purchaser and
         the Seller as soon as practicable after the items in dispute have been
         referred to the Accounting Firm, (C) made in accordance with this
         Agreement, and (D) conclusive and binding upon the Parties and not
         subject to collateral attack for any reason. The Closing Balance Sheet,
         with any adjustments necessary to reflect the Accounting Firm's
         resolution of the matters in dispute, shall become final and binding as
         to the calculation of Net Working Capital on the Parties on the date
         the Accounting Firm delivers its final resolution to the Parties, which
         shall be no later than 90 days after the Closing Date. The Accounting
         Firm shall be mutually selected by the Purchaser and the Seller, or, if
         the Purchaser and the Seller cannot so agree within the 30-day period
         referred to above, by lot from among the independent "Big 6" public
         accounting firms (after excluding the Seller's independent public
         accountants and the Purchaser's independent public accountants) willing
         to act (the "ACCOUNTING FIRM"). Each Party shall pay its own costs and
         expenses incurred in connection with such arbitration, provided that
         the fees and expenses of the Accounting Firm shall be borne as follows:

                                    (A) if the Accounting Firm resolves all of
                  the remaining objections in favor of the Purchaser (the amount
                  of the Net Working Capital so determined is referred to herein
                  as the "LOW AMOUNT"), the Seller will be responsible for all
                  of the fees and expenses of the Accounting Firm;

                                    (B) if the Accounting Firm resolves all of
                  the remaining objections in favor of the Seller (the amount of
                  the Net Working Capital so determined is referred to herein as
                  the "HIGH AMOUNT"), the Purchaser will be responsible for all
                  of the fees and expenses of the Accounting Firm; and

                                    (C) if the Accounting Firm resolves some of
                  the remaining objections in favor of the Purchaser and the
                  rest of the remaining objections in favor of the Seller (the
                  amount of the Net Working Capital so determined is referred to
                  herein as "ACTUAL AMOUNT"), the Seller will be responsible for
                  that fraction of the fees



                                      -11-


<PAGE>   16



                  and expenses of the Accounting Firm equal to (i) the
                  difference between the High Amount and the Actual Amount over
                  (ii) the difference between the High Amount and the Low
                  Amount, and the Purchaser will be responsible for the
                  remainder of the fees and expenses.

                  (iii) Upon the final determination of the Closing Balance
         Sheet in accordance with this section 2(g), the following amounts will
         be payable:

                           (A)      if Net Working Capital is greater than
                                    $2,800,000.00, the Purchaser shall pay to
                                    the Seller the amount by which the amount of
                                    the Net Working Capital exceeds such amount;
                                    and

                           (B)      if Net Working Capital is less than
                                    $2,800,000.00, the Seller shall pay to the
                                    Purchaser the amount by which the amount of
                                    the Net Working Capital is less than such
                                    amount.

         Any required adjustment to the Purchase Price pursuant to this section
         2(g) shall be referred to as the "PURCHASE PRICE ADJUSTMENT".

                  (iv) Within 48 days after the receipt by the Purchaser of the
         Closing Balance Sheet in accordance with section 2(g)(i) above, the
         Seller, if section 2(g)(iii)(B) is applicable, shall make the payment
         required by section 2(g)(iii)(B) above with respect to any undisputed
         amounts constituting a portion of the Purchase Price Adjustment. If
         section 2(g)(iii)(A) is applicable, the Purchaser shall make payments
         to Seller of the Purchase Price Adjustment out of 60% of its collection
         of accounts receivable until the Purchase Price Adjustment is paid in
         full. With respect to any items that are the subject of a Notice of
         Disagreement With Closing Balance Sheet, payment shall be made within
         three business days after the Final Closing Balance Sheet Determination
         Date.

         3A. REPRESENTATIONS AND WARRANTIES OF THE SELLER AS TO SELLER MATTERS.
The Seller represents and warrants to the Purchaser as follows:

         (a) ORGANIZATION. The Seller is a corporation duly organized, validly
existing, and in good standing under the laws of Florida.

         (b) AUTHORIZATION OF TRANSACTION. The Seller has full corporate power
and authority to execute and deliver this Agreement and the Escrow Agreement and
to perform its obligations hereunder and thereunder. This Agreement constitutes
and the Escrow Agreement, when executed and delivered, will constitute the valid
and legally binding obligations of the Seller, enforceable in accordance with
their respective terms.

         (c) NONCONTRAVENTION. Neither the execution and the delivery of this
Agreement or the Escrow Agreement, nor the consummation of the transactions
contemplated hereby or thereby, will



                                      -12-


<PAGE>   17



(i) violate any statute, regulation, rule, injunction, judgment, order, decree
or ruling of any Authority to which the Seller is subject or any provision of
its charter or bylaws or other organizational document, as the case may be, or
(ii) except as set forth under section 3A(c) of the Disclosure Schedule conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify
or cancel, or require any notice under any agreement, contract, lease, license
or instrument to which the Seller is a party or by which it is bound or to which
any of its assets is subject. The Seller is not required to give any notice to,
make any filing with, or obtain any authorization, consent or approval of any
Authority in order for it to consummate the transactions contemplated by this
Agreement.

         (d) OWNERSHIP OF COMMON STOCK. The Seller holds of record and owns
beneficially the number of Shares set forth on SCHEDULE I attached hereto and
has good title to such Shares, free and clear of any restrictions on transfer,
Liens, claims, and demands. The Seller is not a party to any option, warrant,
purchase right, or other contract or commitment that could require the Seller to
sell, transfer, or otherwise dispose of any capital stock of the Company (other
than this Agreement). The Seller is not a party to any voting trusts, proxies,
or other agreements or understandings with respect to the voting of any capital
stock of the Company. The Shares represent all of the issued and outstanding
capital stock of the Company.

         (e) BROKERS FEES. The Seller does not have any liability or obligation
to pay any fees or commissions to any broker, finder or agent with respect to
the transactions contemplated by this Agreement for which the Company or the
Purchaser could become liable or obligated. Without limitation as to the
foregoing, the Seller shall pay all fees and expenses of Mann, Armistead &
Epperson, Ltd. in connection with the transactions contemplated hereby.

         3B. REPRESENTATIONS AND WARRANTIES OF THE SELLER WITH RESPECT TO THE
COMPANY. The Seller represents and warrants to the Purchaser as follows:

         (a) ORGANIZATION AND STANDING. The Company is a corporation duly
organized, validly existing and in good standing under the laws of its state of
incorporation.

         (b) AUTHORITY TO DO BUSINESS The Company has all requisite corporate
power and authority to own, lease and operate its properties and to conduct its
business in the manner where now conducted and is duly licensed or qualified to
do business as a foreign corporation and is in good standing in each
jurisdiction in which the nature of its properties and assets or the conduct of
its business requires it to be so licensed or qualified, except where the
failure to be in good standing or to be duly licensed or qualified to do
business would not have a Material Adverse Effect. section 3B(b) of the
Disclosure Schedule sets forth a list of each jurisdiction in which the Company
is licensed or qualified to do business as a foreign corporation. The Company is
not required to be licensed or qualified to transact business as a foreign
corporation in the District of Columbia or England.

         (c) CHARTER AND BYLAWS; CORPORATE RECORDS. Copies of the Charter and
bylaws of the Company and all amendments thereto as in effect on the date hereof
have been delivered to the



                                      -13-


<PAGE>   18



Purchaser and are complete and correct as of the date hereof. A copy of the
corporate minutes and stock records of the Company have been delivered to the
Purchaser. With respect to all periods from and after March 24, 1995, such
corporate minutes contain a complete record of the meetings of the sole
shareholder and the board of directors (and any committees thereof) of the
Company. With respect to all periods prior to March 24, 1995, to the Knowledge
of the Seller such corporate minutes contain a complete record of the meetings
of the sole shareholder and the board of directors (and any committees thereof)
of the Company.

         (d) NO SUBSIDIARIES. The Company has no direct or indirect equity
interest by stock ownership or otherwise in any other corporation, partnership,
joint venture, firm, association or business enterprise.

         (e) CAPITALIZATION. The Company's authorized capital stock consists
solely of 1,000,000 shares of Common Stock, of which 1,000 shares are issued and
outstanding. All of the issued and outstanding shares of capital stock of the
Company (i) are duly authorized, validly issued, fully paid and nonassessable,
(ii) are held beneficially and of record by the Seller, and (iii) were not
issued in violation of the preemptive rights of any person or any agreement or
law by which the Company at the time of issuance was bound. No shares of Common
Stock are held by the Company in its treasury. There are no outstanding or
authorized subscriptions, warrants, options or, except for this Agreement, other
agreements or rights of any kind to purchase or otherwise receive or be issued,
or securities or obligations of any kind convertible into, any shares of capital
stock or any other security of the Company; there is no outstanding contract or
other agreement of the Seller, the Company or any other person to purchase,
redeem or otherwise acquire any outstanding shares of the capital stock of the
Company, or securities or obligations of any kind convertible into any shares of
the capital stock of the Company; there are no dividends which have accrued or
been declared but are unpaid on the capital stock of the Company, and there are
no outstanding or authorized stock appreciation, phantom stock, profit sharing,
stock plans or similar rights with respect to the Company.

         (f) FINANCIAL STATEMENTS.

                  (i) The Seller has delivered to the Purchaser copies of the
         Company's unaudited balance sheet at March 27, 1998 (the "MOST RECENT
         BALANCE SHEET") and the related statements of income, stockholders'
         equity and cash flow for the three fiscal months then ended (the
         "COMPANY INTERIM FINANCIAL STATEMENTS"), and for the fiscal years ended
         December 31, 1995, December 31, 1996 and December 31, 1997, which
         financial statements together with the Company Interim Financial
         Statements are collectively referred to herein as the "COMPANY
         FINANCIAL STATEMENTS". The Company Financial Statements (i) have been
         prepared from the books and records of the Company, (ii) present fairly
         the financial condition of the Company and its results of operations as
         at and for the respective periods then ended, and (iii) have been
         prepared in accordance with GAAP applied consistently throughout the
         periods indicated; PROVIDED, HOWEVER, that the Interim Company Interim
         Financial Statements are subject to normal, non-material year-end
         adjustments and lack footnotes and other presentation items.



                                      -14-


<PAGE>   19



                  (ii) The Seller has delivered to the Purchaser copies of (i)
         the unaudited consolidated balance sheet and related consolidated
         statements of income, stockholders' equity and cash flows of the Seller
         and its subsidiaries for the three fiscal months ended March 27, 1998,
         and (ii) the audited consolidated balance sheets of the Seller and its
         subsidiaries as of December 31, 1997 and 1996, and the related
         consolidated statements of income, stockholders' equity and cash flows
         for each of the three years in the period ended December 31, 1997, with
         the report thereon of Ernst & Young LLP.

         (g) ABSENCE OF CERTAIN DEVELOPMENTS. Except as otherwise contemplated
by this Agreement, since the date of the Most Recent Balance Sheet, the Company
has conducted its business only in the Ordinary Course of Business and there has
not been any Material Adverse Change with respect to the Company. Without
limiting the generality of the foregoing, since that date, the Company has not,
except as set forth in section 3B(g) of the Disclosure Schedule:

                  (i) borrowed any amount or incurred any liabilities, except
         liabilities incurred in the Ordinary Course of Business (none of which
         results from, arises out of, relates to, is in the nature of or was
         caused by any breach of contract, breach of warranty, tort,
         infringement or violation of law);

                  (ii) mortgaged, pledged or subjected to any Lien any of its
         assets, except for Permitted Liens, or entered into any conditional
         sale or other title retention agreement with respect to any property or
         asset;

                  (iii) sold, assigned or transferred any of its tangible
         assets, except for (A) sales of Inventory in the Ordinary Course of
         Business and (B) sales of immaterial assets (having an aggregate value
         of not more than $10,000) not used nor useful in the business of the
         Company;

                  (iv) sold, assigned, transferred or granted any interest
         (other than Liens in respect of Funded Indebtedness) in any patents,
         trademarks or trade names or any material copyrights, trade secrets or
         other intangible assets;

                  (v) made any capital expenditures or commitments therefor in
         excess of $25,000 individually or $100,000 in the aggregate (all
         capital expenditures being in the Ordinary Course of Business), except
         for the purchase of the packaging line which, except for amounts
         included in accounts payable on the Closing Balance Sheet, has been
         paid for in full

                  (vi) entered into any agreement, contract, lease or license
         outside the Ordinary Course of Business or involving in excess of
         $25,000;

                  (vii) suffered any theft, damage, destruction or casualty loss
         (in excess of $25,000 in the aggregate) to its property, whether or not
         covered by insurance;



                                      -15-


<PAGE>   20



                  (viii) entered into any agreement with any labor union or
         association representing any employee, or made any wage or salary
         increase or bonus, or increase in any other direct or indirect
         compensation, for or to any of its officers, directors or employees;

                  (ix) made any change in its accounting methods, principles or
         practices;

                  (x) made any increase in or established any bonus, insurance,
         deferred compensation, pension, retirement, profit-sharing, stock
         option (including the granting of stock options, stock appreciation
         rights, performance awards or restricted stock awards or the amendment
         of any existing stock options, stock appreciation rights, performance
         awards or restricted stock awards), stock purchase or other employee
         benefit plan or agreement or arrangement;

                  (xi) reclassified, combined, split, subdivided or redeemed or
         otherwise repurchased any capital stock of the Company, or created,
         authorized, issued, sold, delivered, pledged or encumbered any
         additional capital stock (whether authorized but unissued or held in
         treasury) or other securities equivalent to or exchangeable for capital
         stock, or granted or otherwise issued any options, warrants or other
         rights with respect thereto;

                  (xii) acquired or agreed to acquire by merging or
         consolidating with, or by purchasing any portion of the capital stock,
         partnership interests or assets of, or by any other manner, any
         business or any corporation, partnership, limited liability company,
         association or other business organization or division thereof;

                  (xiii) made any loan or advance (whether in cash or other
         property), or made any investment in or capital contribution to, or
         extended any credit to, any Person, except (i) short-term investments
         pursuant to customary cash management policies, and (ii) advances made
         in the Ordinary Course of Business to employees;

                  (xiv) cancelled, compromised, waived or released any right or
         claim (or series of related rights and claims) outside the Ordinary
         Course of Business or involving more than $25,000 in the aggregate;

                  (xv) made or pledged to make any charitable contribution;

                  (xvi) (A) except in the Ordinary Course of Business liquidated
         Inventory or accepted product returns, (B) accelerated receivables or
         (C) delayed payables;

                  (xvii) declared or set aside or paid any dividend in kind or
         made any distribution in kind with respect to its capital stock or
         redeemed, purchased or otherwise acquired any of its capital stock;



                                      -16-


<PAGE>   21



                  (xviii) incurred any obligation to pay any management fee or
         other fees or reimbursements to Affiliates of the Company, except for
         obligations which will be paid prior to Closing; or

                  (xix) committed to do any of the foregoing.

         (h) UNDISCLOSED LIABILITIES. The Company does not have any liability
(whether asserted or unasserted, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, and whether due or to become
due, including any liability for Taxes) (and, to the Knowledge of the Seller,
there is no Basis for any present or future action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand against the Company giving
rise to any liability), except for (i) liabilities reflected in the Company
Financial Statements, (ii) contractual obligations of the Company which are to
be performed in the Ordinary Course of Business under agreements, contracts,
leases, licenses and other arrangements to which the Company or any of its
assets are bound (none of which results from, arises out of, relates to, is in
the nature of or was caused by any breach of contract, breach of warranty, tort,
infringement or violation of law), (iii) liabilities reflected in section 3B(h)
of the Disclosure Schedule and (iv) liabilities which have arisen in the
Ordinary Course of Business since the date of the Most Recent Balance Sheet
(none of which results from, arises out of, relates to, is in the nature of or
was caused by any breach of contract, breach of warranty, tort, infringement or
violation of law). The Company has received no notice of any potential returns
from customers; however, based upon the past custom and practice of the Company,
there may be returns from United Stationers, S.P. Richards and Office Depot.

         (i) TANGIBLE PERSONAL PROPERTY.

                           (i) Except as set forth in section 3B(i) of the
         Disclosure Schedule and except for Inventory disposed of in the
         Ordinary Course of Business since the date of the Most Recent Balance
         Sheet, the Company has (x) good and marketable title to all of the
         tangible personal property and assets which are used in the operation
         of its business and which it owns or purports to own, and (y) valid
         leasehold interests in all leases of tangible personal property which
         it leases or purports to lease, in each case free and clear of any
         Liens, other than Permitted Liens. The Company owns or leases all
         buildings, machinery, equipment, and other tangible assets necessary
         for the conduct of its businesses as presently conducted. Each such
         tangible asset has been maintained in accordance with normal industry
         practice, is in good operating condition and repair (subject to normal
         wear and tear), and is suitable for the purposes for which it presently
         is used.

                           (ii) The Company enjoys peaceful and undisturbed
         possession under all of such leases of personal property under which it
         is operating. There are no existing defaults, or events which with the
         passage of time or the giving of notice, or both, would constitute
         defaults by the Company or, to the Knowledge of the Seller, by any
         other party to any such lease, except defaults which could not
         reasonably be expected to have a Material Adverse Effect.



                                      -17-


<PAGE>   22




         (j) REAL PROPERTY.

                  (i) The Company does not own any real property. section 3B(j)
         of the Disclosure Schedule sets forth a list of all real property
         leased, subleased or otherwise occupied by the Company, indicating the
         nature of its interest therein and setting forth a brief description of
         the buildings and improvements located thereon (collectively, the "REAL
         PROPERTY"). The Seller has delivered a complete copy of all leases to
         the Purchaser. The Company has valid leasehold interests in all leases
         of Real Property which it leases or purports to lease, free and clear
         of any Liens, other than Permitted Liens. To the Knowledge of the
         Seller, there are no pending condemnation, expropriation, eminent
         domain or similar proceedings affecting all or any portion of such Real
         Property and, to the Knowledge of Seller, no such proceedings are
         contemplated.

                  (ii) The Company enjoys peaceful and undisturbed possession
         under all of such Real Property leases under which it is operating. All
         of such leases are valid, subsisting and in full force and effect, no
         notice of termination has been received by the Company with respect
         thereto, and there are no existing defaults, or events which with the
         passage of time or the giving of notice, or both, would constitute
         defaults by the Company or, to the Knowledge of the Seller, by any
         other party thereto, except for defaults which could not reasonably be
         expected to have a Material Adverse Effect.

                  (iii) The Real Property is in compliance with the American
         with Disabilities Act.

         (k) INSURANCE. Section 3B(k) of the Disclosure Schedule sets forth a
list of all insurance policies currently in effect which are owned or held by
the Company, insuring the products, properties, assets, business and operations
of the Company and its potential liabilities to third parties, and all general
liability policies maintained by the Company. All such policies are in full
force and effect and all premiums due and payable in respect thereof have been
paid, except to the extent set forth in section 3B(k) of the Disclosure
Schedule. Since the respective dates of such policies, no notice of cancellation
or non-renewal with respect to any such policy has been received by the Company.
Such policies are sufficient for compliance with all requirements of law and
Material Contracts to which the Company is a party. Since the respective dates
of such policies, no notice of cancellation or non-renewal with respect to any
such policy has been received by the Company. Section 3B(k) of the Disclosure
Schedule sets forth a list of all pending claims with respect to all such
policies.

         (l) LABOR RELATIONS.

                  (i) The Company is not now, nor has it ever been, a party to
         or otherwise bound by any labor or collective bargaining agreement.
         Except as set forth in section 3B(l) of the Disclosure Schedule, as of
         the date hereof (A) the Company is not involved in or, to the Knowledge
         of the Seller, threatened with any labor dispute, strike, slowdown,
         work stoppage, grievance, unfair labor practice charge, arbitration,
         suit or administrative



                                      -18-


<PAGE>   23



         proceeding relating to labor matters involving its employees, (B) there
         are no actions, proceedings or claims pending or, to the Knowledge of
         the Seller, threatened against the Company under any laws relating to
         employment, including any provisions thereof relating to wages, hours,
         collective bargaining, withholding or the payment of social security or
         other Taxes, and (C) the Company has not conducted negotiations with
         respect to any future contract with or commitment to any labor union or
         association and, to the Knowledge of the Seller, there are no current
         or threatened attempts to organize or establish any labor union or
         association or employee association with respect to the Company.

                  (ii) The Company is not involved in or, to the Knowledge of
         the Company, threatened with any grievance, unfair labor practice
         charge, arbitration, suit or administrative proceeding relating to
         labor matters involving its employees or independent contractors
         (including, without limitation, any dispute, grievance, charge or
         proceeding relating to sexual harassment or age, sex, race or other
         discrimination).

         (m) COMPANY PERMITS; COMPLIANCE WITH LAW. The Company holds and is in
compliance with all Company Permits and is in substantial compliance with all
requirements of law. Except as set forth in section 3B(m) of the Disclosure
Schedule, no notice, citation, summons or order has been received by the
Company, no complaint has been filed and served on it, no penalty has been
assessed and, to the Knowledge of the Seller, no investigation, proceeding or
review is pending or threatened (i) with respect to any alleged violation by the
Company of any law or Company Permit, or (ii) with respect to any alleged
failure by the Company to have any Permit. A true and correct list of all
Company Permits is set forth in section 3B(m) of the Disclosure Schedule.

         (n) LITIGATION. Section 3B(n) of the Disclosure Schedule sets forth a
list of all actions, suits, claims or proceedings pending or, to the Knowledge
of the Seller, threatened against or involving the Company, or any of its assets
or properties. There are no outstanding orders, judgments, injunctions,
stipulations, awards or decrees of any Authority against the Company, or any of
its assets or properties.

         (o) LIST OF ACCOUNTS. Section 3B(o) of the Disclosure Schedule sets
forth a list of all bank and securities accounts, and all safe deposit boxes,
maintained by the Company and a listing of the persons authorized to draw
thereon or make withdrawals therefrom or, in the case of safe deposit boxes,
with access thereto.

         (p) LIST OF PERSONNEL. Section 3B(p) of the Disclosure Schedule sets
forth (i) the name and total compensation of each officer and director of the
Company and each other employee of the Company whose total compensation for the
twelve months ended December 31, 1997 exceeded $25,000, (ii) all wage or salary
increases or bonuses received by such persons since December 31, 1997, and any
accrual for such increases or bonuses, and (iii) all commitments or agreements
by the Company to increase the wages or modify the conditions or terms of
employment of any of its employees.



                                      -19-


<PAGE>   24



         (q) EMPLOYEE BENEFITS. Section 3B(q) of the Disclosure Schedule sets
forth (i) all of the current Employee Pension Benefit Plans, Employee Welfare
Benefit Plans and all other employee benefit, fringe benefit plans and programs
maintained or contributed to by the Company or any ERISA Affiliate with respect
to current or former employees of the Company (the "EMPLOYEE BENEFIT PLANS").

                  (i) With respect to each Employee Benefit Plan:

                           (1)      each such Employee Benefit Plan (and each
                                    related trust, insurance contract or fund)
                                    complies in form and, to the Knowledge of
                                    the Seller, in operation with the applicable
                                    requirements of ERISA, the Code and other
                                    applicable laws (including, without
                                    limitation, all reporting and disclosure
                                    requirements), and has been operated in all
                                    material respects in accordance with its
                                    terms;

                           (2)      all contributions (including all employer
                                    contributions and employee salary reduction
                                    contributions, if any) which are due have
                                    been paid to each such Employee Benefit Plan
                                    which is an Employee Pension Benefit Plan,
                                    and there are no accumulated funding
                                    deficiencies with respect to any such
                                    Employee Pension Benefit Plan;

                           (3)      each such Employee Benefit Plan which is an
                                    Employee Pension Benefit Plan intended to so
                                    qualify under section 401(a) of the Code so
                                    qualifies and has received a favorable
                                    determination letter from the IRS as to its
                                    qualification under section 401(a) of the
                                    Code;

                           (4)      no "prohibited transaction" (as such term is
                                    defined in section 406 of ERISA or section
                                    4975 of the Code) has occurred with respect
                                    to any such Employee Benefit Plan which is
                                    an Employee Pension Benefit Plan (or its
                                    related trust) which could subject the
                                    Company or any officer, director or employee
                                    of the Company, to any Tax or penalty
                                    imposed under section 4975 of the Code or
                                    liability under section 406 of ERISA;

                           (5)      the Company has delivered to the Purchaser
                                    correct and complete copies of the plan
                                    documents and summary plan descriptions
                                    which implement each such Employee Benefit
                                    Plan;

                           (6)      no such Employee Benefit Plan which is an
                                    Employee Pension Benefit Plan has been
                                    completely or partially terminated or has
                                    been the subject of a "reportable event" (as
                                    defined in section 4043 of ERISA) as to
                                    which notices would be required to be filed
                                    with the PBGC. To the Knowledge of the
                                    Seller, no proceeding by the PBGC to
                                    terminate



                                      -20-


<PAGE>   25



                                    any such Employee Pension Benefit Plan
                                    (other than a Multiemployer Plan) has been
                                    instituted;

                           (7)      the Company has not incurred, and will not
                                    incur as a result of any existing condition
                                    or the transactions contemplated by this
                                    Agreement, any liability to the PBGC (except
                                    for required premium payments, if any), or
                                    otherwise under Title IV of ERISA (including
                                    any withdrawal liability) or under the Code
                                    with respect to any such Employee Benefit
                                    Plan which is an Employee Pension Benefit
                                    Plan and, as of the Closing Date, the assets
                                    of each such Employee Pension Benefit Plan
                                    are at least equal in value to the present
                                    value of accrued benefits of the Plan, based
                                    on actuarial methods, tables and assumptions
                                    reasonably satisfactory to the Purchaser;
                                    and

                           (8)      no action, suit, proceeding, hearing or
                                    investigation with respect to the
                                    administration or the investment of assets
                                    of any such Employee Benefit Plan (other
                                    than routine claims for benefits) is pending
                                    or, to the Knowledge of the Seller,
                                    threatened.

                  (ii) The Company does not contribute to any Multiemployer Plan
         or have any liability (including withdrawal liability) under any
         Multiemployer Plan.

                  (iii) The Company does not have any obligation to provide
         health or other welfare benefits to former, retired or terminated
         employees, except as specifically required under section 4980B of the
         Code. With respect to all of its past and present employees, the
         Company has complied in all material respects with the notice and
         continuation requirements of Part 6 of Subtitle B of Title I of ERISA
         and of section 4980B of the Code.

                  (iv) The Company has no liability for or relating to any
         Employee Benefit Plan or arrangement sponsored, maintained or
         contributed to by an ERISA Affiliate.

                  (v) The consummation of the transactions contemplated by this
         Agreement will not entitle any individual to any severance pay, and
         will not accelerate the time of payment or vesting, or increase the
         amount of any compensation due to any individual, and will not be the
         direct or indirect cause of any amount payable under any Employee
         Benefit Plan being classified as an "excess parachute payment" under
         section 280G of the Code.

                  (vi) The Company has no obligation under any dental plan to
         pay any portion of its employees' dental insurance or deductible.



                                      -21-


<PAGE>   26



         (r) TAX MATTERS.

                  (i) All Income Tax Returns and all material Other Tax Returns
         required to be filed with respect to the business and assets of the
         Company have been duly and timely (within any applicable extension
         periods) filed with the appropriate Authorities in all jurisdictions in
         which such Returns are required to be filed. The Company has paid all
         Taxes required to be paid by it (without regard to whether a Tax Return
         is required), except Taxes which are not delinquent and for which an
         adequate reserve has been established on the Company Interim Financial
         Statements.

                  (ii) The unpaid Taxes of the Company (i) did not as of the
         date of the Most Recent Balance Sheet, exceed the reserve for Tax
         liability (rather than any reserve for deferred Taxes established to
         reflect timing differences between book and tax income) disclosed on
         the face of the Most Recent Balance Sheet, and (ii) do not exceed that
         reserve as adjusted for the passage of time through the Closing Date in
         accordance with the custom of the Company.

                  (iii) Except as set forth in section 3B(r) of the Disclosure
         Schedule, there is no claim or assessment pending or, to the Knowledge
         of the Seller, threatened against the Company for any alleged
         deficiency in Income Taxes or any material alleged deficiency in Other
         Taxes.

                  (iv) Except as set forth in section 3B(r) of the Disclosure
         Schedule, the Company has not (a) filed any consent to the application
         of Section 341(f) of the Code, (b) executed a waiver or consent
         extending any statute of limitations for the assessment or collection
         of any Income Taxes or Other Taxes which remain outstanding, (c)
         applied for a ruling relative to Income Taxes or Other Taxes, (d)
         entered into a closing agreement with any Tax Authority, or (e) filed
         an election under Section 338(g) or 338(h)(10) of the Code or caused or
         permitted a deemed election under Section 338(e) of the Code.

                  (v) Except as set forth in section 3B(r) of the Disclosure
         Schedule, no Income Tax Return or Other Tax Return of the Company has
         been audited by any Tax Authority at any time since March 24, 1995 and
         to the Seller's Knowledge, no Income Tax Return or Other Tax Return of
         the Company was audited prior to March 24, 1995.

                  (vi) The Company is not a party to any written agreement
         providing for the allocation or sharing of Taxes.

                  (vii) The Company has no liability for the Income Taxes of any
         other Person other than the Seller and its subsidiaries under Treasury
         Regulations Section 1.1502-6 (or any similar provision of state,
         foreign or local law).



                                      -22-


<PAGE>   27



                  (viii) The Company has not been a member of an Affiliated
         Group filing a consolidated federal Income Tax Return other than an
         Affiliated Group of which the common parent is the Seller.

                  (ix) The Company has not changed its tax method of accounting
         or tax practice from January 1, 1997 through the Closing Date, except
         for the adoption of mark to market rules for accounts receivable. The
         Company's taxable income for the year ending December 31, 1998
         attributable to the adoption of such mark to market rules will not
         exceed $50,000.

         (s) ENVIRONMENTAL MATTERS. Except as disclosed in section 3B(s) of the
Disclosure Schedule:

                  The Company has not disposed of or released any substance,
arranged for the disposal of any substance, knowingly exposed any employee or
other individual to any substance or condition, or owned or operated its
businesses or any property or facility so as to give rise to any liability or
corrective or remedial obligation of the Company under any Environmental, Health
and Safety Requirement.

                  (i) The Company has not, since March 24, 1995 and, to the
         Knowledge of the Seller, in any period prior thereto, disposed of or
         released any substance, arranged for the disposal of any substance,
         knowingly exposed any employee or other individual to any substance or
         condition, or owned or operated its businesses or any property or
         facility so as to give rise to any liability or corrective or remedial
         obligation of the Company under any Environmental, Health and Safety
         Requirement. The Company is in compliance with all Environmental Health
         and Safety Requirements and, to the Knowledge of the Seller, has been
         in compliance with all Environmental Health and Safety Requirements
         since March 24, 1995.

                  (ii) There is no Environmental Claim of which the Company has
         received written notice or, to the Knowledge of the Seller, threatened
         or filed since March 14, 1995 against the Company or against any Person
         whose liability for any Environmental Claim the Company has retained or
         assumed either contractually or by operation of law, or against any
         real or personal property or operations which the Company owns, leases
         or operates.

                  (iii) There are no environmental Liens on any of the Real
         Property arising as a result of any actions taken or omitted to be
         taken by the Company and, to the Knowledge of the Seller, no actions
         have been taken by any Authority with respect to any of the Real
         Property or are in process or pending, to impose an environmental Lien
         with respect to the Real Property as a result of any such actions.

                  (iv) No Real Property presently or heretofore owned or
         operated by the Company is currently listed on the National Priorities
         List or the Comprehensive Environmental Response, Compensation and
         Liability Information System, both promulgated under the Comprehensive
         Environmental Response, Compensation and Liability Act of 1980, as



                                      -23-


<PAGE>   28



         amended ("CERCLA"), or on any comparable state list, and the Company
         has not received any written notice of potential liability from any
         Person under or relating to CERCLA or any comparable state or local
         law.

                  (v) To the Knowledge of the Seller, no underground storage
         tanks, friable and damaged asbestos-containing materials, or
         pcb-containing equipment or fluids are present on any of the Real
         Property.

                  (vi) To the Knowledge of the Seller, no off-site location at
         which the Company has disposed or arranged for the disposal of any
         waste is listed on the National Priorities List or on any comparable
         state list and the Company has not received any written notice from any
         Person with respect to any such off-site location, of potential or
         actual liability or a written request for information from any Person
         under or relating to CERCLA or any comparable state or local law.

                  (vii) The Company has investigated all recommendations in the
         Phase I Environmental Assessment and Environmental Compliance Audit
         dated December 20, 1994 prepared by The Forrester Group, Inc. and the
         Seller has determined either that the Company has complied with or was
         in compliance with all such recommendations. The Company has not
         changed its environmental compliance and procedures except to come into
         compliance with such recommendations and Environmental, Health and
         Safety Requirements and has not taken any action which would cause it
         not to be in compliance with such recommendations.

         (t) INTELLECTUAL PROPERTY. Section 3B(t) of the Disclosure Schedule
hereto sets forth a list of all patents, pending patent applications,
trademarks, service marks, pending trademark or service mark applications and
trade names licensed to, applied for or registered in the name of, the Company,
or in which the Company has or purports to have any rights, and all material
copyright registrations or pending applications for registrations of the
Company, or in which the Company has or purports to have any rights, including
the nature (E.G., patent, trademark, etc.) of the intellectual property, the
application or registration number, the jurisdiction and the record owner (the
"LISTED INTELLECTUAL PROPERTY"). Except as set forth in section 3B(t) of the
Disclosure Schedule, with respect to the ListeD Intellectual Property, no
registration relating thereto (if any) has lapsed, expired or been abandoned or
canceled or is the subject of cancellation proceedings. The Company owns or
possesses adequate and enforceable licenses (free of Liens other than Permitted
Liens) to use all Listed Intellectual Property and any other material
intellectual property rights (including, without limitation, drawings, trade
secrets, know-how and confidential information) currently used by the Company,
or necessary to permit the Company to conduct its business as now conducted (the
Listed Intellectual Property and the other intellectual property rights are
collectively called the "INTELLECTUAL PROPERTY"). Section 3B(t) of the
Disclosure Schedule sets forth all licenses to which the Company is a party
relating to the Intellectual Property (the "INTELLECTUAL PROPERTY LICENSES").
Except as set forth in section 3B(t) of the Disclosure Schedule, to the
Knowledge of the Seller the Company has not infringed on or misappropriated and
is not now infringing on or misappropriating any Intellectual Property right



                                      -24-


<PAGE>   29



belonging to any Person, and no claim is pending or, to the Knowledge of the
Seller, threatened to the effect that any Intellectual Property is invalid or
unenforceable. To the Knowledge of the Seller, except as set forth section 3B(t)
of the Disclosure Schedule, no Person is infringing upon or violating any of the
Listed Intellectual Property. Each item of Intellectual Property owned or used
by the Company prior to the Closing hereunder (other than any intellectual
property rights owned by the Seller or any Subsidiary of the Seller other than
the Company and not necessary or useful to the conduct of the Company's business
as now conducted) will be owned or available for use by the Company on identical
terms and conditions immediately subsequent to the Closing hereunder. Except as
set forth section 3B(t) of the Disclosure Schedule, to the Knowledge of the
Seller, since 1991 the Company has never received any charge, complaint, claim,
demand or notice alleging any such interference, infringement, misappropriation
or violation with any intellectual property rights of third parties except as
disclosed in section 3B(n) of the Disclosure Schedule. The loss of the
Microcentre name will not cause a breach or default by the Company under any
Material Contract.

         (u) MATERIAL CONTRACTS. Section 3B(u) of the Disclosure Schedule sets
forth a list of all Material Contracts. Except as set forth section 3B(u) of the
Disclosure Schedule, all of the Material Contracts are valid and binding and in
full force and effect and there are no defaults thereunder or events which with
notice or the passage of time would constitute a default by the Company or, to
the Knowledge of the Seller, by any other party thereto, except for defaults
which could not reasonably be expected to have a Material Adverse Effect. The
Seller has delivered to the Purchaser a correct and complete copy of each
Material Contract.

         (v) TRANSACTIONS WITH AFFILIATES. Except as set forth in section 3B(v)
of the Disclosure Schedule and except for normal advances to employees
consistent with past practices, payment of compensation for employment to
employees consistent with past practices, and participation in Employee Benefit
Plans by employees, the Company has not purchased, acquired or leased any
property or services from, or sold, transferred or leased any property or
services to, or loaned or advanced any money to, or borrowed any money from or
entered into or been subject to any management, consulting or similar agreement
with, any officer, director or shareholder of the Company or any of their
respective Affiliates. No Affiliate of the Company is indebted to the Company
for money borrowed or other loans or advances, and the Company is not indebted
to any such Affiliate.

         (w) POWERS OF ATTORNEY. Except as set forth in section 3B(w) of the
Disclosure Schedule, the Company has not granted any power of attorney to any
Person for any purpose whatsoever, which power of attorney is currently in
force.

         (x) INVENTORY. The Inventory consists in all material respects of items
usable and saleable in the ordinary and usual course of business, subject to the
reserve for Inventory writedown set forth on the Most Recent Balance Sheet as
adjusted for the passage of time through the Closing Date in accordance with the
past custom and practice of the Company. The Inventory is valued on the Most
Recent Balance Sheet at the lower of cost (on a first-in-first-out basis) or
market pursuant to GAAP, consistently applied with prior periods.



                                      -25-


<PAGE>   30



         (y) ACCOUNTS RECEIVABLE. All of the Accounts Receivable are properly
reflected on the books and records of the Company, arose from bona fide
transactions in the ordinary course of business and are valid receivables
subject to no setoffs or counterclaims, subject only to the reserves set forth
on the Most Recent Balance Sheet. section 3B(y) of the Disclosure Schedule sets
forth a current aging of the Company's accounts receivable.

         (z) CUSTOMERS AND SUPPLIERS. Section 3B(z) of the Disclosure Schedule
sets forth a list of the names and addresses of the 10 largest (by volume)
customers and suppliers of the Company for the fiscal years ended December 31,
1997 and December 31, 1996. The Company maintains satisfactory relations with
each of such customers and suppliers. Except as set forth in section 3B(z) of
the Disclosure Schedule, no customer, or group of customers, which accounted for
more than 5% of the Company's aggregate sales revenues during the last twelve
months has canceled, terminated or, to the Knowledge of the Seller, made any
threat to the Company to cancel or otherwise terminate, or to materially
decrease its usage of the Company's services or products, and no supplier, or
any group of suppliers, which accounted for more than 5% of the aggregate
supplies purchased by the Company during the last twelve months, has canceled,
terminated or, to the Knowledge of the Seller, made any threat to the Company to
cancel or otherwise terminate, or to materially decrease the provision of
services or supplies to the Company.

         (aa) TRAILING SALES COMMISSIONS. If any independent sales
representative of the Company is terminated after Closing, he shall not be
entitled to any commissions for any sales which are made after the date of
termination of such sales representative.

         (bb) FULL DISCLOSURE. The representations and warranties of the Seller
contained in this Agreement do not contain any untrue statement of a material
fact and do not omit to state any material fact required to be stated to make
the statements contained herein not false or misleading.

         4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Seller as follows:

         (a) ORGANIZATION. The Purchaser is a corporation duly organized,
validly existing, and in good standing under the laws of Illinois.

         (b) AUTHORIZATION OF TRANSACTION. The Purchaser has full corporate
power and authority to execute and deliver this Agreement and the Escrow
Agreement and to perform its obligations hereunder and thereunder. This
Agreement constitutes and the and the Escrow Agreement, when executed and
delivered, will constitute the valid and legally binding obligations of the
Purchaser, enforceable in accordance with their respective terms.

         (c) NONCONTRAVENTION. Neither the execution and the delivery of this
Agreement or the Escrow Agreement, nor the consummation of the transactions
contemplated hereby or thereby, will (i) violate any statute, regulation, rule,
injunction, judgment, order, decree or ruling of any Authority to which the
Purchaser is subject or any provision of its charter or bylaws or other
organizational



                                      -26-


<PAGE>   31



document, as the case may be, or (ii) except as set forth under section 4(c) of
the Disclosure Schedule conflict with, result in a breach of, constitute a
default under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify or cancel, or require any notice under any
agreement, contract, lease, license or instrument to which the Purchaser is a
party or by which it is bound or to which any of its assets is subject. The
Purchaser is not required to give any notice to, make any filing with, or obtain
any authorization, consent or approval of any Authority in order for it to
consummate the transactions contemplated by this Agreement.

         (d) BROKERS FEES. The Purchaser does not have any liability or
obligation to pay any fees or commissions to any broker, finder or agent with
respect to the transactions contemplated by this Agreement for which the Seller
or the Company (prior to the Closing) could become liable or obligated.

         (e) ACQUISITION OF SHARES FOR INVESTMENT. The Shares to be purchased by
the Purchaser pursuant to this Agreement are being acquired for investment only
and not with a view to any public distribution thereof, and the Purchaser will
not offer to sell or otherwise dispose of the Shares so acquired by it in
violation of any of the registration requirements of the Securities Act or any
comparable state laws.

         (f) FULL DISCLOSURE. The representations and warranties of the
Purchaser contained in this Agreement do not contain any untrue statement of a
material fact and do not omit to state any material fact required to be stated
to make the statements contained herein not false or misleading.

         5. POST-CLOSING COVENANTS. The Parties agree as follows with respect to
the period following the Closing.

         (a) GENERAL. In the event that at any time after the Closing any
further action is necessary to carry out the purposes of this Agreement, each of
the Parties will take such further action (including the execution and delivery
of such further instruments and documents) as any other Party may reasonably
request, all at the sole cost and expense of the requesting Party.

         (b) LITIGATION SUPPORT. In the event and for so long as any Party
actively is contesting or defending against any action, suit, proceeding,
hearing, investigation, charge, complaint, claim or demand in connection with
(i) any transaction contemplated under this Agreement, or (ii) any fact,
situation, circumstance, status, condition, activity, practice, occurrence,
event, incident, action, failure to act, or transaction on or prior to the
Closing Date involving the Company, each of the Parties will cooperate with the
contesting or defending Party and its counsel in the contest or defense, all at
the sole cost and expense of the contesting or defending Party (except to the
extent that the contesting or defending Party is entitled to indemnification
therefor under this Agreement).

         (c) PUBLICITY. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be made without advance
approval thereof by the Purchaser and the Seller (which shall not be
unreasonably withheld or delayed). The Parties agree to cooperate



                                      -27-


<PAGE>   32



in issuing any press release or other public announcement concerning this
Agreement or the transactions contemplated hereby. Whenever practicable, each
Party shall furnish to the other Party drafts of all such press releases or
announcements prior to their release. Nothing contained in this section 5(c)
shall prevent either Party from at any time furnishing any information to any
Authority or from making any disclosures required under the Securities Exchange
Act of 1934, as amended, or under the rules and regulations of any national
securities exchange on which such Party's shares of capital stock are listed.

         (d) CERTAIN TAX MATTERS.

                  (i) Upon the condition that the Closing be effected, the
         Seller will indemnify and hold harmless the Purchaser and the Company
         from, against and in respect of any Losses the Purchaser or the Company
         may suffer resulting from, arising out of, relating to, in the nature
         of, or caused by any liability of the Company for Income Taxes of any
         other Person under Treasury Regulation Section 1.1502-6 (or any similar
         provision of state, local or foreign law).

                  (ii) The Seller will include the income of the Company
         (including any deferred income included in income pursuant to Treasury
         Regulation Sections 1.1502-13 and 1.1502- 14 and any excess loss
         accounts taken into income under Treasury Regulation Section 1.1502-19)
         on the Seller's consolidated federal Income Tax Returns for all Pre-
         Closing Tax Periods and will pay all federal Income Taxes attributable
         to such income. The Seller shall be responsible for and shall pay all
         Taxes which relate to the period prior to the Closing Date, including
         any transfer, sales or use tax caused by the sale of the Shares to the
         Purchaser. The Purchaser will cause the Company to provide, or cause to
         be provided, to the Seller, without charge (except for reasonable
         out-of-pocket expenses), such information as may reasonably be
         requested by the Seller in connection with the preparation of any such
         Tax Returns relating to Pre-Closing Tax Periods. The income of the
         Company will be apportioned to the period up to and including the
         Closing Date and the period after the Closing Date by closing the books
         of the Company as of the end of the Closing Date.

                  (iii) If a notice shall be given by any Tax Authority with
         respect to a potential Tax liability of the Company which, if
         sustained, would result in a payment by the Seller to the Purchaser
         pursuant to section 7(b)(ii) below (a "TAX ASSESSMENT"), the Purchaser
         shall, after receipt of such notice, promptly notify the Seller in
         writing (a "TAX NOTICE"). The Seller may, by written notice to the
         Purchaser given within 30 days after the receipt by the Seller of a Tax
         Notice, at the Seller's sole cost and expense (except as hereinafter
         provided), participate fully in the defense of all Tax Assessments with
         respect to which the Seller may become liable pursuant to the Seller's
         indemnification obligations hereunder. The Purchaser shall diligently
         prosecute such defense in cooperation and consultation with the Seller
         and shall provide written notice to the Seller of all conferences,
         meetings, proceedings and appearances before all Authorities with
         respect to the defense of any such Tax Assessment. If the Seller elects
         to participate in the defense of a Tax Assessment, the Purchaser shall
         provide, or shall cause



                                      -28-


<PAGE>   33



         the Company to provide, to the Seller (at no cost to the Seller, except
         for reasonable out-of-pocket expenses) such information as may be
         required in connection with such defense as reasonably requested by the
         Seller. If the Seller elects to participate in the defense of a Tax
         Assessment, the Purchaser shall give the Seller written notice of any
         proposed resolution or settlement of such Tax Assessment not less than
         15 business days before the Purchaser accepts or intends to accept such
         proposed resolution or settlement. The Purchaser shall have the right
         to settle or otherwise to resolve any Tax Assessment for which the
         Seller would become liable pursuant to its indemnification obligations
         hereunder upon the written consent of the Seller, which consent shall
         not be unreasonably withheld or delayed.

                  (iv) The Seller shall have no liability with respect to any
         Taxes resulting by reason of any election made or deemed to be made by
         the Purchaser or the Company subsequent to the Closing, whether express
         or implied, under Section 338 of the Code. Upon the condition that the
         Closing be effected, the Purchaser and the Company, jointly and
         severally, will indemnify and hold harmless the Seller from, against
         and in respect of any Losses the Seller may suffer resulting from,
         arising out of, relating to, in the nature of, or caused by any
         election made or deemed to be made by the Purchaser or the Company
         subsequent to the Closing, whether express or implied, under Section
         338 of the Code.

                  (v) The Seller shall be entitled to any and all refunds of
         Taxes attributable to any Pre-Closing Tax Period. If the Purchaser or
         the Company voluntarily amends any Return (other than as required by
         any Tax Authority) for a taxable period which includes any Pre- Closing
         Tax Period, or, without the Seller's consent, enters into any agreement
         or settlement with any Tax Authority relating to a taxable period
         ending after the Closing Date, and such agreement or settlement affects
         any item of deduction, loss, credit, income or gain with respect to any
         Pre-Closing Tax Period, then notwithstanding any provision of this
         Agreement which may be to the contrary, the Seller shall have no
         liability for any Losses with respect to any Taxes attributable to any
         change in tax liability effected by such amended Return, agreement or
         settlement.

                  (vi) Notwithstanding any provision of this Agreement which may
         be to the contrary, the Purchaser and the Company shall preserve all
         Returns, books and records in their control relating to any liabilities
         for Taxes due with respect to any Pre-Closing Tax Period until the
         expiration of all applicable statutes of limitation and extensions
         thereof with respect to Taxes for any such period.

                  (vii) In the event of any inconsistency between the provisions
         of this section 5(d) and section 7(b) below, the provisions of this
         section 5(d) shall be controlling.

                  (viii) If a notice shall be given by any Tax Authority to the
         Seller with respect to a potential Tax liability of the Company, the
         Seller shall, after receipt of such notice, promptly notify the
         Purchaser in writing.



                                      -29-


<PAGE>   34



         (e) FINANCIAL REPORTING COOPERATION. The Purchaser shall cause to be
prepared and delivered to the Seller, to the extent not already prepared and
delivered, in the normal time frame followed by the Seller consistent with past
practice, the financial reporting package for the Company (but only in respect
of periods ending on or prior to the Closing Date) for the closing for the
Seller's fiscal quarter ending June 26, 1998.

         (f) 401(K) PLAN. The Seller shall retain all liability for the
Company's existing 401(k) Plan.

         (g) NON-COMPETITION.

                  (i) In order to induce the Purchaser to enter into this
         Agreement, the Seller expressly covenants and agrees that for a period
         of three years from and after the Closing Date, neither it nor any of
         its Subsidiaries will, except in the case of a Permitted Investment,
         directly or indirectly own, manage, operate, join, control, or
         participate in the management, control or operation of, any Person that
         engages in the manufacture, sale or distribution of ergonomically
         designed space savers, which consist of ready to assemble computer work
         stations as currently manufactured by the Company (the "PURCHASED
         BUSINESS") in the continental United States (the "NON-COMPETITION
         AREA"). The obligations of the Seller and its Subsidiaries under this
         section 5(g)(i) shall terminate and be of no further force or effect
         upon the occurrence of a Change in Control. For purposes hereof, the
         term "CHANGE OF CONTROL" shall mean the occurrence of any event whereby
         Affiliates of Trivest, Inc., collectively, cease to beneficially own
         (within the meaning of Rule 13d-3 under the Securities Exchange Act) at
         least 5% of the outstanding shares of common stock of the Seller
         (determined on a fully diluted basis, giving effect to the conversion,
         exchange or exercise of any rights to acquire shares from the Seller,
         other than any such rights owned by such Persons).

                  (ii) For purposes of this section 5(g), a "PERMITTED
         INVESTMENT" means an acquisition after the date hereof of a Person, all
         or any portion of its equity interests or certain of its businesses
         (the entity or businesses acquired being herein called the "ACQUIRED
         BUSINESS"), if that portion of the Acquired Business that competes with
         the Purchased Business or any portion thereof (the "COMPETING
         BUSINESS") accounted for 15% or less of the total revenues of the
         Acquired Business during the most recently completed fiscal year of the
         Acquired Business preceding the date of the acquisition; PROVIDED,
         HOWEVER, that if such Competing Business generated more than $5,000,000
         in total revenues during such fiscal year, the Seller shall be required
         to use its best efforts to sell, transfer, divest or otherwise dispose
         of (or cause its Subsidiary proposing to acquire the Acquired Business
         to use its best efforts to sell, transfer, divest or otherwise dispose
         of) such Competing Business to an unaffiliated third party within 12
         months of such acquisition.

                  (iii) The Parties acknowledge and agree that no portion of the
         Purchase Price shall be allocated to the covenants and agreements of
         the Seller set forth in this section 5(g). To the extent that any part
         of this section 5(g) may be invalid, illegal or unenforceable for any
         reason, it



                                      -30-


<PAGE>   35



         is intended that such part shall be enforceable to the extent that a
         court of competent jurisdiction shall determine that such part if more
         limited in scope would have been enforceable and such part shall be
         deemed to have been so written and the remaining parts shall as written
         be effective and enforceable in all events.

                  (iv) In the event of the Seller's breach of the provisions of
         section 5(g)(i), and provided that, if the Seller has a Dispute with
         the Purchaser whether such a breach has occurred that the Dispute is
         fully and finally resolved in accordance with the provisions of section
         8 of this Agreement, then the Purchaser shall be entitled to recover
         its Losses from the Escrow Funds; PROVIDED, HOWEVER, that such payments
         shall not be subject to the Basket; PROVIDED, FURTHER, that if no
         Escrow Funds remain (either because the Escrow Agreement has terminated
         or Losses for which the Purchaser is entitled to indemnification under
         section 7(b)(i), together witH amounts paid from the Escrow Account
         pursuant to this section 5(g) and sections 10(a), 10(b), 10(c)
         And 10(d) exceed $1,000,000), the Purchaser shall be entitled to
         recover its Losses from the Seller.

         6. CONDITIONS TO OBLIGATION TO CLOSE.

         (a) CONDITIONS TO OBLIGATION OF THE PURCHASER. The obligation of the
Purchaser to consummate the transactions to be performed by it in connection
with the Closing is subject to satisfaction of the following conditions:

                  (i) the representations and warranties set forth in section 3A
         and section 3B above that are qualified as to their materiality shall
         be true and correct and any such representations and warranties that
         are not so qualified shall be true and correct in all material respects
         at and as of the Closing Date;

                  (ii) the Seller shall have performed and complied with all of
         the covenants to be performed by it hereunder in all material respects
         through the Closing;

                  (iii) there shall not be any injunction, judgment, order,
         decree, ruling or charge in effect preventing consummation of any of
         the transactions contemplated by this Agreement, and no action, suit,
         claim or proceeding shall be pending before any Authority which seeks
         to prohibit or enjoin the consummation of the transactions contemplated
         by this Agreement or which could reasonably be expected to adversely
         impact the Company's right to own it assets and operate its business as
         presently conducted;

                  (iv) the Seller shall have delivered to the Purchaser a
         certificate to the effect that the conditions specified above in
         section section 6(a)(i) and (ii) have been satisfied in all respects;

                  (v) all of the directors and officers of the Company shall
         have delivered duly signed resignations effective at the time of the
         Closing (or the Seller shall have taken such



                                      -31-


<PAGE>   36



         other action as is necessary to ensure that such persons are not
         directors and officers of the Company at the time of the Closing);

                  (vi) all filings that are required to have been made by the
         Company with any Authority in order to carry out the transactions
         contemplated by this Agreement and in order for the Purchaser to
         operate the business of the Company in the ordinary course after the
         Closing Date shall have been made; all authorizations, consents,
         approvals and permits from all Authorities required for the Company to
         carry out the transactions contemplated by this Agreement and in order
         for the Purchaser to operate the business of the Company in the
         Ordinary Course of Business after the Closing Date shall have been
         received and all statutory waiting periods (or extensions thereof) in
         respect thereof shall have expired;

                  (vii) the Purchaser shall have received a certificate issued
         by the Secretary of State of the State of Florida, as of a date
         reasonably acceptable to the Purchaser, as to the good standing of the
         Seller in such state;

                  (viii) the Purchaser shall have received a certificate issued
         by the Secretary of State of the State of California and of each state
         in which the Company is qualified as a foreign entity, as of a date
         reasonably acceptable to the Purchaser, as to the good standing (or
         non- dissolution, as applicable) of the Company in such states;

                  (ix) the Seller shall have delivered to the Purchaser (a) a
         copy of the Company's Charter, as amended to date, certified as of the
         recent date by the Secretary of State of the State of California, and
         (b) all minute books, stock transfer books, blank stock certificates
         and corporate seals of the Company;

                  (x) all proceedings, corporate or other, to be taken in
         connection with the transactions contemplated by this Agreement by the
         Seller, and all documents incident thereto, shall be reasonably
         satisfactory in form and substance to the Purchaser, and the Seller
         shall have made available to the Purchaser for examination the
         originals or true and correct copies of all documents the Purchaser may
         reasonably request in connection with the transactions contemplated by
         this Agreement;

                  (xi) all conditions precedent to the funding of the loans
         contemplated by the financing commitments heretofore issued to
         Purchaser for the financing of the transactions contemplated hereby
         shall have been satisfied;

                  (xii) the Seller and the Escrow Agent shall have executed and
         delivered the Escrow Agreement;

                  (xiii) the Purchaser shall have received the Opinion of
Seller's counsel; and



                                      -32-


<PAGE>   37



                  (xiv) the Seller shall have received a consent to the
         assignment of the Real Property lease of the Company's facility located
         at 5300 N. Irwindale Avenue, Irwindale, California, together with an
         estoppel certificate, in form and substance reasonably satisfactory to
         the Purchaser and its counsel.

The Purchaser may waive any condition specified in this section 6(a) if it
executes a writing so stating at or prior to the Closing.

         (b) CONDITIONS TO OBLIGATION OF THE SELLER. The obligation of the
Seller to consummate the transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:

                  (i) the representations and warranties set forth in section 4
         above that are qualified as to their materiality shall be true and
         correct and any such representations and warranties that are not so
         qualified shall be true and correct in all material respects at and as
         of the Closing Date;

                  (ii) the Purchaser shall have performed and complied with all
         of its covenants hereunder in all material respects through the
         Closing;

                  (iii) there shall not be any injunction, judgment, order,
         decree, ruling or charge in effect preventing consummation of any of
         the transactions contemplated by this Agreement, and no action, suit,
         claim or proceeding shall be pending before any Authority which seeks
         to prohibit or enjoin the consummation of the transactions contemplated
         by this Agreement;

                  (iv) the Purchaser shall have delivered to the Seller a
         certificate to the effect that each of the conditions specified above
         in sections 6(b)(i) and (ii) has been satisfied in all respects;

                  (v) all filings that are required to have been made by the
         Purchaser with any Authority in order to carry out the transactions
         contemplated by this Agreement shall have been made; all
         authorizations, consents and approvals from all Authorities required
         for the Purchaser to carry out the transactions contemplated by this
         Agreement shall have been received and all statutory waiting periods
         (or extensions thereof) in respect thereof shall have expired;

                  (vi) the Seller shall have received a certificate issued by
         the Secretary of State of the State of Illinois, as of a date
         reasonably acceptable to the Seller, as to the good standing (or
         non-dissolution, as applicable) of the Purchaser in such state;

                  (vii) the Purchaser shall have delivered to the Seller a copy
         of the Purchaser's Charter, as amended to date, certified as of the
         recent date by the Secretary of State of the State of Illinois;



                                      -33-


<PAGE>   38



                  (viii) all proceedings, corporate or other, to be taken in
         connection with the transactions contemplated by this Agreement by the
         Purchaser, and all documents incident thereto, shall be reasonably
         satisfactory in form and substance to the Seller, and the Purchaser
         shall have made available to the Seller for examination the originals
         or true and correct copies of all documents the Seller may reasonably
         request in connection with the transactions contemplated by this
         Agreement; and

                  (ix) the Purchaser and the Escrow Agent shall have executed
         and delivered the Escrow Agreement.

The Seller may waive any condition specified in this section 6(b) if they
execute a writing so stating at or prior to the Closing.

         7. REMEDIES FOR BREACHES OF THIS AGREEMENT.

         (a) SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Seller contained in section 3A, section 3B(d), section 3B(e),
section 3B(l)(ii), section 3B(q) and section 3B(R) (the "UNRESTRICTED
REPRESENTATIONS AND WARRANTIES"), and of the Purchaser contained in section 4
shall survive the Closing and continue in full force and effect for the statute
of limitations applicable thereto. The representations and warranties of the
Company contained in section 3B (other than the Unrestricted Representations and
Warranties) shall survive the Closing and continue in full force and effect
until December 31, 1999. Any claim (including a then unliquidated claim which a
Party asserts (in the good faith discretion of such Party) could reasonably be
expected to become owing (taking into account any applicable statutes of
limitations)) for which any Party shall have given proper notice in accordance
with the terms of this Agreement (and the Escrow Agreement) on or prior to the
expiration of the applicable survival period shall survive until such claim is
resolved pursuant to the terms of this Agreement or the Escrow Agreement. To
preserve any claim for breach of any such representation or warranty, the Party
claiming a breach shall be obligated to notify the Party claimed to be in breach
in writing of any such breach, or facts that can reasonably be expected to give
rise to such breach, before termination of the applicable survival period in
respect of such representation or warranty; otherwise, such Party's claim for
breach shall be forever barred.

         (b) INDEMNIFICATION.

                  (i) Pursuant to the terms of the Escrow Agreement and subject
         to section 7(a) above and the conditions set forth in this section
         7(b), subsequent to the Closing Date the Seller shall indemnify, defend
         and hold harmless the Purchaser and the Company from, against and in
         respect of any Losses which Purchaser or the Company shall suffer,
         sustain or become subject to by virtue of or which arise out of, or
         result from, any breach of the representations and warranties of the
         Seller set forth in this Agreement (other than the Unrestricted
         Representations and Warranties); PROVIDED, HOWEVER, that: (A) the
         Company's right to indemnification with respect to such breaches under
         this section 7(b)(i) shall be satisfied only by recourse to the funds
         deposited and remaining in the Escrow Account and the Seller shall not



                                      -34-


<PAGE>   39



         have any personal liability to the Purchaser or the Company with
         respect to any such breach, (B) neither the Purchaser nor the Company
         shall be entitled to indemnification with respect to any Losses under
         this section 7(b)(i) until all such Losses exceed, in the aggregate,
         $75,000 (the "BASKET")in which case the Purchaser or the Company, as
         the case may be, shall be entitled to indemnification (subject to
         clause (A) hereof) to the full extent such Losses relating back to the
         first dollar. As provided in the Escrow Agreement and in section 7(a)
         hereof, the Purchaser may assert a then unliquidated claim (in the good
         faith discretion of the Purchaser) which could reasonably be expected
         to become owing (taking into account any applicable statutes of
         limitations).

                  (ii) Subject to section 7(a) above and the conditions set
         forth in this section 7(b), subsequent to the Closing Date the Seller
         shall indemnify, defend and hold harmless the Purchaser and the Company
         from, against and in respect of any Losses which Purchaser or the
         Company shall suffer, sustain or become subject to by virtue of or
         which arise out of, or result from, any breach of any of the
         Unrestricted Representations and Warranties. If the Purchaser or the
         Company has experienced any Losses which it is entitled to
         indemnification under this section 7(b)(ii), subject to final
         resolution of the amount of such Losses pursuant to section 8, the
         Purchaser may withhold its consent to the release of funds from the
         Escrow until the Purchaser receives the indemnification to which the
         Purchaser is entitled.

                  (iii) Subject to section 7(a) above and the conditions set
         forth in this section 7(b), subsequent to the Closing Date the Seller
         shall indemnify, defend and hold harmless the Purchaser and te Company
         from, against and in respect of any Losses which Purchaser or the
         Company shall suffer, sustain or become subject to by virtue of or
         which arise out of, or result from any breach by the Seller of its
         covenants and agreements set forth in this Agreement including, but not
         limited to, section 10 hereof. If, after the Closing, any grievance,
         unfair labor practice charge, arbitration, suit or administrative
         proceeding relating to labor matters involving employees or independent
         contractors of the Company (including, without limitation, any dispute,
         grievance, charge or proceeding relating to sexual harassment or age,
         sex, race or other discrimination) (the foregoing is collectively
         referred to herein as a "LABOR DISPUTE") is filed against the Company
         as a result of any alleged action, alleged omission to act or alleged
         circumstances existing or occurring prior to Closing, the Seller shall
         indemnify, defend and hold harmless the Purchaser and the Company from,
         against and in respect of any Losses which Purchaser or the Company
         shall suffer, sustain or become subject to by virtue of such Labor
         Dispute. If the Purchaser or the Company has experienced any Losses
         which it is entitled to indemnification under this section 7(b)(iii),
         subject to final resolution of the amount of such Losses pursuant to
         section 8, the Purchaser may withhold its consent to the release of
         funds from the Escrow until the Purchaser receives the indemnification
         to which the Purchaser is entitled.

                  (iv) Subject to section 7(a) above and the conditions set
         forth in this section 7(b), subsequent to the Closing Date the
         Purchaser shall indemnify, defend and hold harmless the Seller and its
         successors and assigns from, against and in respect of, any Losses
         which any such Person shall suffer, sustain or become subject to by
         virtue of or which arise out of, or result from,



                                      -35-


<PAGE>   40



         any breach by the Purchaser of any of representations, warranties or
         covenants set forth in this Agreement.

                  (v) A Party (which, if the Purchaser is to be indemnified,
         shall be deemed to include the Company) seeking indemnification
         pursuant to this section 7(b) (the "INDEMNIFIed PARTY") shall
         immediately notify the Party from whom such indemnification is sought
         (the "INDEMNIFYING PARTY") in the event that any person not a Party to
         this Agreement shall make any demand or claim, or file or threaten to
         file any lawsuit (a "THIRD PARTY CLAIM"), which Third Party Claim may
         cause liability to the Indemnifying Party pursuant to the
         indemnification provisions of this Agreement. In any such event, the
         Indemnifying Party shall have the right, exercisable by notice to the
         Indemnified Party within 20 days after notice by the Indemnified Party
         to the Indemnifying Party of the commencement or assertion of such
         Third Party Claim, to retain counsel, at the cost and expense of the
         Indemnifying Party, to defend any such Third Party Claim. The
         Indemnified Party shall be permitted to employ separate counsel and to
         participate in the defense of such Third Party Claim, but the fees and
         expenses of such counsel shall be borne by the Indemnified Party. In
         the event that the Indemnifying Party shall fail to respond within 20
         days after receipt of notice from the Indemnified Party of the
         commencement or assertion of any such Third Party Claim, then the
         Indemnified Party shall retain counsel and conduct the defense of such
         Third Party Claim as it or he may in its or his discretion deem proper,
         at the cost and expense of the Indemnifying Party.

                  (vi) Unless and until an Indemnifying Party assumes the
         defense of a Third Party Claim as provided in section (v), the
         Indemnified Party may defend against the Third Party Claim in any
         manner it may reasonably deem appropriate.

                  (vii) The Indemnifying Party, if it shall have assumed the
         defense of any Third Party Claim, shall not have the right to consent
         to the entry of judgment with respect to, or otherwise settle such
         Third Party Claim without the prior written consent of the Indemnified
         Party (which consent shall not be unreasonably withheld or delayed),
         unless the judgment or proposed settlement involves only the payment of
         money damages and does not impose an injunction or other equitable
         relief upon the Indemnified Party. In no event will the Indemnified
         Party consent to the entry of any judgment with respect to, or
         otherwise settle any such Third Party Claim without the prior written
         consent of the Indemnifying Party (which consent shall not be
         unreasonably withheld or delayed).

                  (viii) The Parties shall cooperate in the defense of any Third
         Party Claim and shall furnish such records, information and testimony,
         and attend at such conferences, discovery proceedings, hearings, trials
         and appeals as may be reasonably requested in connection therewith.

                  (ix) The amount of any Losses subject to indemnification under
         section 7(b)(i), (ii) or (iii) shall be calculated net of any amounts
         which have been previously recovered by the



                                      -36-


<PAGE>   41



         Indemnified Party under insurance policies or other collateral sources
         (such as contractual indemnities of any Person which are contained
         outside this Agreement), and each of the Parties hereby covenants that
         it will not release any such collateral sources from any obligations
         they may have. In the event any such amounts recovered or recoverable
         under insurance policies or other collateral sources are not received
         before any claim for indemnification is paid pursuant to this section
         7(b) and the Escrow Agreement, then the Indemnified Party shall pursue
         such insurance policies or collateral sources with reasonable diligence
         (unless the Indemnified Party determines that it is not in its best
         interests to do so, in which case the Indemnified Party shall permit
         the Indemnifying Party to pursue such recoveries on its behalf), and in
         the event it receives any recovery, the amount of such recovery shall
         be applied FIRST, to reimburse the Indemnified Party for its
         out-of-pocket expenses (including reasonable attorneys' fees) expended
         in pursuing such recovery, SECOND, to refund any payments made by the
         Indemnifying Party pursuant to this section 7(b) and the Escrow
         Agreement which would not have been so paid had such recovery been
         obtained prior to such payment, and THIRD, any excess to the
         Indemnifying Party. If the Indemnified Party fails or elects not to
         pursue any such insurance policies or collateral sources with
         reasonable diligence, then the Indemnifying Party shall have the right
         of subrogation to pursue such insurance policies or collateral sources
         and may take any reasonable actions necessary to pursue such rights of
         subrogation in its name or the name of the party from whom subrogation
         is obtained. The Indemnified Party shall reasonably cooperate with the
         Indemnifying Party to pursue a subrogation claim. Any recovery obtained
         by the Indemnifying Party shall be applied FIRST, to reimburse the
         Indemnifying Party for its out-of-pocket expenses (including reasonable
         attorney's fees) expended in pursuing such recovery, SECOND, to refund
         any payments made by the Indemnifying Party pursuant to this Section
         9.2 with respect to the Losses for which the collateral source was also
         responsible, and THIRD, any excess to the Indemnified Party. In
         addition, all Losses subject to indemnification hereunder shall be
         calculated net of any tax benefits which have been actually realized by
         the Indemnified Party as a result thereof.

                  (x) Any payment made by the Seller pursuant to its
         indemnification obligations under section 5(d)(i) above or this section
         7(b) shall constitute a reduction in the Purchase Price hereunder. Any
         payment made by the Purchaser pursuant to the Purchaser's
         indemnification obligations under this section 7(b) or section 5(d)(iv)
         above shall constitute an addition to the Purchase Price hereunder.

         (c) LIMITATION OF RECOURSE. The rights of the Parties for
indemnification relating to this Agreement or the transactions contemplated
hereby shall be strictly limited to those contained in section 5(d) and section
7(b) hereof, and subject to the last sentence hereof, such indemnification
rights shall be the exclusive remedies of the Parties subsequent to the Closing
Date with respect to any matter in any way relating to this Agreement or arising
in connection herewith. To the maximum extent permitted by law, the Purchaser
hereby waives and shall cause its Affiliates to waive all other rights and
remedies with respect to any such matter, whether under any laws (including,
without limitation, any right or remedy under CERCLA or any other Environmental
Health and Safety Requirements),



                                      -37-


<PAGE>   42



at common law or otherwise. Except as provided in this Agreement, no claim,
action or remedy shall be brought or maintained subsequent to the Closing Date
by the Purchaser or the Company or their respective Affiliates, successors or
permitted assigns against the Seller, and no recourse shall be brought or
granted against the Seller, by virtue of or based upon any alleged misstatement
or omission respecting an inaccuracy in or breach of any of the representations,
warranties or covenants of the Seller set forth or contained in this Agreement,
except to the extent that the same shall have been the result of fraud by any
such Person.

         8. DISPUTE RESOLUTION

                  (a) DISPUTE DEFINED. As used in this Agreement, "DISPUTE"
shall (i) mean any dispute or disagreement between the Parties concerning the
interpretation of this Agreement, the validity of this Agreement, any breach or
alleged breach by any Party under this Agreement, any claim by either Party for
indemnification under this Agreement or any other matter relating in any way to
this Agreement, and (ii) exclude any dispute or disagreement between the
Purchaser and the Seller concerning the determination of Net Working Capital as
of the Closing Date, which shall be resolved pursuant to the provisions of
section 2(g) of this Agreement.

                  (b) DISPUTE RESOLUTION PROCEDURES.

                  (i) If a Dispute arises, the Parties shall follow the
         procedures specified in this section 8. The Parties shall promptly
         attempt to resolve any Dispute by negotiations between themselves.
         Either the Purchaser or the Seller may give the other Party written
         notice of any Dispute not resolved in the normal course of
         businesection The Purchaser and the Seller shall meet at a mutually
         acceptable time and place within 15 calendar days after delivery of
         such notice, and thereafter as often as they reasonably deem necessary,
         to exchange relevant information and to attempt to resolve the Dispute.
         If the Dispute has not been resolved by the Parties within 30 calendar
         days of the disputing Party's notice, or if the Parties fail to meet
         within such 15 calendar days, either the Purchaser or the Seller may
         initiate mediation in Chicago, Illinois as provided in Section section
         8(b)(ii) of this Agreement. If a negotiator intends to be accompanied
         at a meeting by legal counsel, the other negotiator shall be given at
         least three business days' notice of such intention and may also be
         accompanied by legal counsel.

                  (ii) If the Dispute is not resolved by negotiations pursuant
         to section 8(b)(i), the Purchaser and the Seller shall attempt in good
         faith to resolve any such Dispute by nonbinding mediation. Either the
         Purchaser or the Seller may initiate a nonbinding mediation proceeding
         by a request in writing to the other Party (the "MEDIATION REQUEST"),
         and both disputing Parties will then be obligated to engage in a
         mediation. The proceeding will be conducted in accordance with the then
         current Center for Public Resources ("CPR") Model Procedure for
         Mediation of Business Disputes, with the following exceptions:



                                      -38-


<PAGE>   43



                           (A) if the Parties have not agreed within 30 calendar
                  days of the Mediation Request on the selection of a mediator
                  willing to serve, CPR, upon the request of either the
                  Purchaser or the Seller, shall appoint a member of the CPR
                  Panels of Neutrals as the mediator; and

                           (B) efforts to reach a settlement will continue until
                  the conclusion of the proceedings, which shall be deemed to
                  occur upon the earliest of the date that: (1) a written
                  settlement is reached, or (2) the mediator concludes and
                  informs the Parties in writing that further efforts would not
                  be useful, or (3) the Purchaser and the Seller agree in
                  writing that an impasse has been reached, or (4) a period of
                  60 calendar days has passed since the Mediation Request and
                  none of the events specified in the foregoing clauses (1) (2)
                  or (3) has occurred. No Party may withdraw before the
                  conclusion of the proceeding.

                  (iii) If a Dispute is not resolved by negotiation pursuant to
         section 8(b)(i) of this Agreement or by mediation pursuant to section
         8(b)(ii) of this Agreement within 100 calendar days after initiation of
         the negotiation process pursuant to section 8(b)(i), such Dispute and
         any other claims arising out of or relating to this Agreement may be
         heard, adjudicated and determined in an action or proceeding filed in
         any state or federal court specified in section 11(g).

         (c) PROVISIONAL REMEDIES. At any time during the procedures specified
in sections 8(b)(i) and 8(b)(ii) of this Agreement, a Party may seek a
preliminary injunction or other provisional judicial relief if in its judgment
such action is necessary to avoid irreparable damage or to preserve the status
quo. Despite such action, the parties will continue to participate in good faith
in the procedures specified in sections 8(b)(i) and 8(b)(ii). .

         (d) TOLLING STATUTE OF LIMITATIONS. All applicable statutes of
limitation and defenses based upon the passage of time shall be tolled while the
procedures specified in sections 8(b)(i) and 8(b)(ii) of this Agreement
are pending. The Parties will take such action, if any, as is required to
effectuate such tolling.

         (e) PERFORMANCE TO CONTINUE. Each Party shall continue to perform its
or his obligations under this Agreement pending final resolution of any Dispute.

         (f) EXTENSION OF DEADLINES. All deadlines specified in this section 8
may be extended by mutual agreement between the parties.

         (g) ENFORCEMENT. The Parties regard the obligations in this section 8
to constitute an essential provision of this Agreement and one that is legally
binding on them. In case of a violation of the obligations in this section 8 by
either Party hereto, the other Party may bring an action to seek enforcement of
such obligations in any state or federal court specified in section 11(g).

         (h) COSTS. The Parties shall pay their own costs, fees, and expenses
incurred in connection with the application of the provisions of sections
8(b)(i) and 8(b)(ii) of this Agreement. In addition, the fees and expenses of
CPR and the mediator in connection with the application of the provisions of
section 8(b)(ii) of this Agreement shall be borne 50% by the Purchaser and 50%
by the Seller.



                                      -39-


<PAGE>   44



         (i) REPLACEMENT. If CPR is no longer in business or is unable or
refuses or declines to act or to continue to act under section 8(b)(ii) of this
Agreement for any reason, then the functions specified in section 8(b)(ii) to be
performed by CPR shall be performed by another Person engaged in a business
equivalent to that conducted by CPR as is agreed to by the Purchaser and the
Seller (the "REPLACEMENT"). If the Purchaser and the Seller cannot agree on the
identity of the Replacement within 10 calendar days after a Request, the
Replacement shall be selected by the Chief Judge of the United States District
Court for the Northern District of Illinois upon application. If a Replacement
is selected by either means, section 8(b)(ii) shall be deemed appropriately
amended to refer to such Replacement.

         9. MODIFICATION AND WAIVERS.

         (a) MODIFICATION. The Parties may, by mutual consent, amend, modify or
supplement this Agreement in such manner as may be agreed upon by them in
writing at any time.

         (b) WAIVERS. The Purchaser, by an instrument in writing, may extend the
time for or waive the performance of any of the obligations of the Seller or
waive compliance by the Seller with any of the covenants or conditions of the
Seller contained herein, and the Seller, by an instrument in writing, may extend
the time for or waive the performance of any of the obligations of the Purchaser
or waive compliance by the Purchaser with any of the covenants or conditions of
the Purchaser contained herein.

         10. ADDITIONAL AGREEMENTS. The Parties agree that any claim for payment
pursuant to sections 10(a), 10(b) and 10(c) must be made by the Purchaser
on or before April 15, 1999. To preserve any claim for payment, the Purchaser
shall be obligated to notify the Seller in writing of any claim, together with
supporting documentation, on or before April 15, 1999, otherwise, the
Purchaser's claim shall be forever barred. The Parties further agree that any
payments required to be made pursuant to sections 10(a), 10(b), 10(c) and
10(d) may be made from funds deposited in the Escrow Account; PROVIDED, HOWEVER,
that such payments shall not be subject to the Basket; PROVIDED, FURTHER, that
to the extent Losses for which the Purchaser is entitled to indemnification
under section 7(b)(i), together with amounts paid from the Escrow Account
pursuant to sections 5(g)(iv), 10(a), 10(b), 10(c) and 10(d) exceed
$1,000,000, Seller shall pay the Purchaser the deficiency within 30 days of the
Purchaser's request. The following are provided by way of example and not by way
of limitation:

         Assume that $250,000 in payments required to be made pursuant to this
         section 10(a) are paid from funds deposited in the Escrow Account and
         the Purchaser is entitled to indemnification for $800,000 in Losses
         which arise out of the representations and warranties of the Seller set
         forth in this Agreement (other than the Unrestricted Representations
         and Warranties) under section 7(b)(i). In addition to the $250,000
         already paid from funds deposited in the Escrow Account, the Seller
         shall be required to pay the Purchaser the difference between $800,000
         and the funds remaining in the Escrow Account ($750,000 and any accrued
         earnings thereon) and the Purchaser shall receive the funds remaining
         in the Escrow Account.



                                      -40-


<PAGE>   45



         Assume that $250,000 in payments required to be made pursuant to this
         section 10(a) are paid from funds deposited in the Escrow Account and
         the Purchaser incurs $1,100,000 in Losses which arise out of the
         representations and warranties of the Seller set forth in this
         Agreement (other than the Unrestricted Representations and Warranties).
         Since the Purchaser's indemnification under section 7(b)(i) is limited
         to $1,000,000, in addition to the $250,000 already paid from funds
         deposited in the Escrow Account, the Seller shall only be required to
         pay the Purchaser the difference between $1,000,000 and the funds
         remaining in the Escrow Account ($750,000 and any accrued earnings
         thereon) and the Purchaser shall receive the funds remaining in the
         Escrow Account.

         (a) PROPORTIONATE SHARE. The percentage used to calculate certain
bonuses to independent sales representatives of the Company increases after
certain dollar thresholds are exceeded or the bonus does not become effective
until certain thresholds are exceeded.. In addition, the percentage used to
calculate rebates for certain of the Company's customers increases as the
customer's volume of purchases increases or the rebate is not effective until
certain thresholds are exceeded. It is the intent of the parties that the Seller
and the Purchaser share in the cost of such items based on the proportion of
sales prior to and after Closing. To the extent the accrual on the Company's
Closing Balance Sheet for such rebates and bonuses is less than the Seller's
Proportionate Share of such rebates and bonuses, the Seller shall pay the
Purchaser the deficiency within 30 days of the Purchaser's request provided such
request contains supporting documentation and provided that any Dispute
regarding payment is first resolved pursuant to section 8 of this Agreement. By
way of example, if a customer is entitled to a two percent (2%) rebate for
purchases up to $1,000,000 and a three percent (3%) rebate for all subsequent
purchases and the customer purchased $1,000,000 in products prior to Closing and
$1,000,000 after Closing, the Seller and the Purchaser are each responsible for
$25,000 of the rebate. To the extent the accrual on the Company's Closing
Balance Sheet was less than $25,000, the Seller shall pay the Purchaser for the
deficiency. Seller's "PROPORTIONATE SHARE" shall equal the amount of sales for
the applicable period prior to Closing divided by the total sales for the
applicable period.

         (b) STOCK ADJUSTMENTS. It is customary, from time to time, for the
Company to provide stock adjustments (returned merchandise which is discontinued
or after the end of the catalog season) and for the Company to resell such
returned merchandise. To the extent the accrual on the Company's Closing Balance
Sheet for stock adjustments was insufficient for (1) the difference between the
original sales price of the returned merchandise and the resale price thereof,
(2) re-work costs and shipping costs, but specifically excluding any commissions
due on the resale of the returned merchandise which shall be the obligation of
the Company and which shall not be the responsibility of the Seller under this
section 10(b), and (3) the cost of any returned merchandise which was sold prior
to Closing and which is not resold by the Company, Seller shall pay Purchaser
the deficiency within thirty (30) days of Purchaser's request, provided that (i)
the Purchaser causes the Company to use its best efforts to resell the returned
merchandise in the Ordinary Course of Business, (ii) such request contains
supporting documentation, including evidence of the Purchaser's compliance with
the immediately preceding subparagraph (i), and (iii) any Dispute regarding
payment is first resolved pursuant to section 8 of this Agreement.





                                      -41-
<PAGE>   46

         (c) SELLER'S GUARANTEE OF ACCOUNTS RECEIVABLE.

                  (i) With respect to accounts receivable on the Closing Balance
         Sheet which as of the Closing are 90 days or over (the "90 AND OVER
         ACCOUNTS RECEIVABLE"), Seller guarantees the collectibility of $60,000
         of the 90 and Over Accounts Receivable in full.

                  (ii) The Purchaser agrees to use efforts consistent with the
         Company's past custom and practice to cause the Company to collect all
         90 and Over Accounts Receivable, but shall not be obligated to resort
         to litigation. Any sums payable by account debtors on account of any
         accounts receivable of such account debtors shall be credited to the
         earliest invoices of the Company to such account debtors, unless
         specifically directed otherwise by the account debtor. Subject to the
         foregoing, to the extent any 90 and Over Accounts Receivable existing
         at the Closing are unpaid for a period of 60 days after the Closing,
         the Purchaser shall send written notice to the Seller indicating the
         specific account debtors, the amount of the unpaid invoices
         representing 90 and Over Accounts Receivable to each such account
         debtor and the total of all such unpaid 90 and Over Accounts
         Receivable. The Seller shall pay the amount of all 90 and Over Accounts
         Receivable, not to exceed $60,000 within 30 days of the receipt of any
         notice pursuant to this section 10(c)(ii) on the condition that the
         Purchaser shall simultaneously cause the Company to assign such unpaid
         90 and Over Accounts Receivable (the "ASSIGNED RECEIVABLES") to the
         Seller. Such assignment shall include the right to sue as an assignee
         of the Company. In the event that after such assignment the Company
         receives any payment on the Assigned Receivables, the Purchaser shall
         cause the Company to promptly remit such amount to the Seller.
         Thereafter, the Seller, as owner of the Assigned Receivables, may take
         any action the Seller deems necessary to collect the Assigned
         Receivables and any collections shall be the property of the Seller.
         The Purchaser agrees to cooperate and shall cause the Company to
         cooperate with the Seller in any action the Seller wishes to take to
         collect the Assigned Receivables consistent with the Company's past
         custom and practice . In the event the Purchaser does not want to
         assign any Account Receivable to the Seller because it does not want
         the Seller to initiate collection action thereon, the Seller shall be
         relieved of any liability under this section 10(c) with respect to such
         90 and Over Account Receivable.

                  (iii) In the event any 90 and Over Account Receivable is
         subject to a valid dispute by the account debtor and/or the Purchaser
         wishes to grant a discount on any 90 and Over Account Receivable, the
         Purchaser shall send written notice or notices to the Seller indicating
         the specific account debtors and the amount of the dispute or discount.
         The Purchaser shall consult with the Seller with respect to the
         resolution of any dispute and/or the amount of any discount and shall
         not settle any such dispute or grant any discount without the consent
         of the Seller, which consent shall not be unreasonably withheld. Where
         consent is given to the settlement of any dispute and/or the granting
         of any discount, subject to the total amount paid by the Seller
         pursuant to section 10(c) not exceeding $60,000, the Seller shall pay
         the Purchaser the difference between the original amount of the 90 and
         Over Account Receivable and the amount actually received by the
         Purchaser after settlement or discount, with payment to be made within
         30 days after the settlement or granting of the



                                      -42-


<PAGE>   47



         discount. Where consent is withheld by the Seller, the Purchaser may
         either assign the 90 and Over Account Receivable, or settle the dispute
         or grant the discount at its own expense and the Seller shall be
         relieved of any liability under this section 10(c) with respect to such
         90 and Over Account Receivable.

         (d) SEVERANCE OBLIGATIONS.

                  (i) If the Purchaser terminates any of the Company's employees
         after Closing, none of such employees are entitled to any severance
         packages, except (A) as provided in section 10(d)(ii) and except as may
         be required under applicable law as a result of action taken by the
         Purchaser or the Company after Closing.

                  (ii) At the Purchaser's request, the Seller will cause the
         Company to terminate Rick Lee immediately prior to Closing. The Seller
         agrees (A) to be responsible for and to pay any severance obligation to
         Rick Lee and (B) to indemnify, defend and hold the Purchaser and the
         Company harmless from any Losses incurred as a result of any claim by
         Rick Lee resulting from such termination; PROVIDED, HOWEVER, if the
         Purchaser or the Company retains Rick Lee as an employee or consultant
         to the Company following Closing, such indemnification shall not apply
         with respect to any obligations of the Company to Rick Lee under such
         employment or consulting arrangement or any Losses incurred by the
         Company or the Purchaser as a result of its termination of such
         employment or consulting arrangement.

         (e) MICROCENTRE DISPUTE. The Seller agrees to continue to try to
resolve the pending disputes between the Company and Micro Electronics, Inc.
regarding the Company's trademark "MICROCENTRE" on the basis of the current
settlement terms being discussed by the Company and Micro Electronics, Inc., and
shall be responsible for all costs of resolving such disputes, including,
without limitation, attorneys' fees and court costs. In the event the disputes
cannot be resolved on the basis of the current draft of the Settlement
Agreement, as modified by the terms of the attachment to the Gordon & Einstein,
Ltd. letter dated June 29, 1998, the Seller agrees to continue to defend the
litigation at its sole cost and expense and to indemnify, defend and hold the
Purchaser and the Company harmless with respect to all Losses incurred in
connection with such disputes. Upon resolution of the dispute on substantially
the same terms as set forth in the current draft of the Settlement Agreement, as
modified by the terms of the attachment to Gorden & Einstein, Ltd.'s letter
dated June 29, 1998, the Purchaser agrees to immediately cause the Company to
execute the Settlement Agreement submitted by the Seller or its counsel.

         (f) PRE-CLOSING WORKERS COMPENSATION CLAIMS. The Seller agrees to be
responsible for and to cause to be paid all workers compensation claims which
relate to pre-Closing periods.

         (g) VACATION ACCRUAL. To the extent the accrual on the Company's
Closing Balance Sheet for vacation is less than the amount which should have
properly been accrued in accordance with GAAP, the Purchaser shall be entitled
to indemnification for the deficiency in accordance with and subject to the
provisions of Section 7(b)(i).




                                      -43-
<PAGE>   48

         11. MISCELLANEOUS.

         (a) NO THIRD-PARTY BENEFICIARIES. This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns.

         (b) ENTIRE AGREEMENT. This Agreement (including the documents referred
to herein) constitutes the entire agreement among the Parties and supersedes any
prior understandings, agreements, or representations by or among the Parties,
written or oral, to the extent they related in any way to the subject matter
hereof, other than the confidentiality agreement between the Purchaser and Mann
Armistead & Epperson, Ltd. executed in connection with the transactions
contemplated hereby (the "CONFIDENTIALITY AGREEMENT"), which shall remain in
full force and effect until the Closing has occurred.

         (c) SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective successors
and permitted assigns. No Party may assign either this Agreement or any of its
rights, interests or obligations hereunder without the prior written approval of
the other Parties; PROVIDED, HOWEVER, that, the Purchaser may (i) assign any or
all of its rights and interests hereunder to one or more of its wholly-owned
Subsidiaries and (ii) designate one or more of its wholly-owned Subsidiaries to
perform its obligations hereunder and (iii) after the Closing is effected, any
or all of the rights and interests of Purchaser hereunder (A) may be assigned to
any purchaser of substantially all of the assets of Purchaser, (B) may be
assigned as a matter of law to the surviving entity in any merger of the
Purchaser, and (C) may be assigned as collateral security to any lender or
lenders (including any agent for any such lender or lenders) providing financing
to the Purchaser in connection with the transactions contemplated hereby, or to
any assignee or assignees of any such lender, lenders or agent (it being
understood that in any or all of the cases described in clauses (i), (ii) and
(iii) above the Purchaser nonetheless shall remain responsible for the
performance of all of its obligations hereunder).

         (d) COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

         (e) HEADINGS. The section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

         (f) NOTICES. All notices, requests, demands, claims and other
communications hereunder will be in writing. Any notice, request, demand, claim
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:




                                      -44-
<PAGE>   49

         If to the Seller:

                  WinsLoew Furniture, Inc.
                  201 Cahaba Valley Parkway
                  Pelham, Alabama 35124
                  Attention: Mr. Bobby Tesney, President and 
                             Chief Executive Officer
                  Fax: (205) 403-0403

         With copies to (which shall not constitute notice to the Seller):

                  Peter W. Klein, Esq.
                  Managing Director and General Counsel
                  Trivest, Inc.
                  2665 South Bayshore Drive
                  Suite 800
                  Miami, Florida 33133
                  Fax: (305) 858-1629

         If to the Purchaser:

                  Vertiflex Company
                  630 West 41st Street
                  Chicago, Illinois 60609-2678
                  Attention: Mr. Sheldon G. Karras, Executive Vice President
                  Fax: (973) 927-3986

         With copies to (which shall not constitute notice to the Purchaser):

                  Stuart Duhl, Esq.
                  Schwartz & Freeman
                  Suite 1900
                  401 North Michigan Avenue
                  Chicago, Illinois 60611
                  Fax: (312) 222-0818

Any Party may send any notice, request, demand, claim or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail or electronic mail), but no such notice, request,
demand, claim or other communication shall be deemed to have been duly given
unless and until it actually is received by the intended recipient. Any Party
may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other Parties notice
in the manner herein set forth.





                                      -45-
<PAGE>   50

         (g) GOVERNING LAW; VENUE. This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Illinois without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Illinois or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Illinois. The Parties agree
that any and all actions arising under or in respect of this Agreement shall be
litigated in any federal or state court of competent jurisdiction located in the
County of Cook, State of Illinois. By execution and delivery of this Agreement,
each Party irrevocably submits to the personal and exclusive jurisdiction of
such courts for itself or himself, and in respect of its or his property with
respect to such action. Each Party agrees that venue would be proper in any of
such courts, and hereby waives any objection that any such court is an improper
or inconvenient forum for the resolution of any such action.

         (h) AMENDMENTS AND WAIVERS. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by the
Purchaser and the Seller. No waiver by any Party of any default,
misrepresentation or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation or breach of warranty or covenant hereunder or affect
in any way any rights arising by virtue of any prior or subsequent such
occurrence.

         (i) SEVERABILITY. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.

         (j) EXPENSES. Except as otherwise provided in this Agreement, each of
the Parties will bear their own costs and expenses (including legal and
investment advisory fees and expenses) incurred in connection with this
Agreement and the transactions contemplated hereby.

         (k) CONSTRUCTION. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
specification of any dollar amount in the representations and warranties or
otherwise in this Agreement or in the Disclosure Schedule is not intended and
shall not be deemed to be an admission or acknowledgment of the materiality of
such amounts or items, nor shall the same be used in any dispute or controversy
between the Parties to determine whether any obligation, item or matter (whether
or not described herein or included in any schedule) is or is not material for
purposes of this Agreement.

         (l) INCORPORATION OF DISCLOSURE SCHEDULE. The Disclosure Schedule
identified in this Agreement is incorporated herein by reference and made a part
hereof.




                                      -46-
<PAGE>   51

         (m) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT SUCH PARTY MAY LEGALLY AND
EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING
HEREUNDER.

         (n) PREVAILING PARTIES. In the event of any litigation with regard to
this Agreement, the prevailing Party or Parties shall be entitled to receive
from the nonprevailing Party or Parties and the nonprevailing Party or Parties
shall pay all reasonable fees and expenses of counsel for the prevailing Party
or Parties.

         (o) EQUITABLE REMEDIES. The Seller acknowledges and agrees that the
Purchaser would not have an adequate remedy at law in the event any of the
provisions of section 5(g) of this Agreement are not performed in accordance
with their specific terms or are breached. Accordingly, the Seller agrees that
the Purchaser shall be entitled to an injunction or injunctions to prevent
breaches of section 5(g) of this Agreement and to enforce specifically the terms
and provisions thereof in any action instituted in any court of competent
jurisdiction, in addition to any other remedies which may be available to it.

                       SIGNATURES APPEAR ON FOLLOWING PAGE





                                      -47-


<PAGE>   52




         IN WITNESS WHEREOF, the Parties hereto have each executed and delivered
this Agreement as of the day and year first above written.

                                      WINSLOEW FURNITURE, INC.



                                      By: /s/ Bobby Tesney
                                          -------------------------------------
                                          Bobby Tesney
                                          President and Chief Executive Officer



                                      VERTIFLEX COMPANY



                                      By: /s/ Sheldon G. Karras
                                          -------------------------------------
                                          Sheldon G. Karras
                                          Executive Vice President





                                      -48-